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HomeMy WebLinkAboutContract 55559CSC No. 55559 STATE OF TEXAS COUNTY OF TARRANT . T� contract ("Contract") is made and entered into by and between the City of Fort Worth (hereafter "City") and the Development Corporation of Tarrant County (hereafter "CHDO"), a Texas nonprofit corporation. City and CHDO may be referred to �dividually as a"Party" and _pintly as "the Partie s". The Parties state as follows: WHEREAS, C ity has received a grant from the United States Department of Housing and Urban Development through the HOME Investment Partnerships Program, Catalog of Federal Domestic Assistance No. 14.239, with which City desires to promote activities that expand the supply of affordable housing and the development of partnerships among City, local governments, local lenders, private industry and neighborhood-based nonprofit housing organizations; WHEREAS, the primary purpose of the HOME program pursuant to the HOME Investment Partnerships Act at Title II of the Cranston Gonzales National Affordable Housing Act of 1990, as amended, 42 U.S.C. 12701 et seq. and the HOME Investment Partnerships Program Final Rule, as amended, 24 CFR Part 92 et seq. is to benefit low income citizens by providing them with affordable housing; WHEREAS, a portion of City's HOME funds are reserved for the use of certain housing development entities that qualify under the HOME Regulations as a Community Housing Development Organization or CHDO; WHEREAS, CHDO is a Texas nonprofit corporation managed by a volunteer Board of Directors working to increase the number of qualhy, accessible, and affordable ownership housing un�s available to bw and moderate income persons and fatnilies and has fulfilled the requirements of the HOME Program to be a Community Housing Development Organization; WHEREAS, City has certif"ied that CHDO is a Community Housing Development Organization and has specif'ically re-certif'ied CHDO for the purpose of tl� Contract; WHEREAS, City has provided HOME CHDO funds to CHDO to construct single fatrnly houses for sale to bw to moderate income homebuyers; WHEREAS, City has awarded operating funds to CHDO for the purpose of assisting CHDO's efforts to develop and maintain rts operating capacity to expand the Production of affordable su�gle farrn�ly houses through new construction activities; and WHEREAS, City citizens and the City Council have deterniined that the development of qualhy, accessible, affordable housing s needed for moderate, low, and very 1ow �come City citizens. CHDO OPERATING FLJNDS CONTRACT 2019-2020 Development Corp oration of Tarrant County OFFICIAL RECORD CITY SECRETARY FT. VIIORTH, TX NOW, THEREFORE, � consideration of the mutual covenants and obligations and responsibilities contained herein, inchzdmg all F�hibits and Attachments, and subject to the terms and condhions hereinafter stated, the Parties understand and agree as follows: 1. INCORPORATION OF RECITALS. City and CHDO hereby agree that the recitals set forth above are true and correct and form the basis upon which the Parties have entered into this Contract. 2. DEFINITIONS. In add�ion to terms defined 'm the body of this Contract, the followmg terms shall have the definhions ascribed to them as follows: Act means the HOME Investment Partnerships Act at T�le II of the Cranston Gonzales NationalAffordable Housing Act of 1990, as amended, 42 U.S.C. 12701 etseq. Business Diversity Enterprise Ordinance or BDE means the City's Business Diversity Ordinance, Ordinance No.20020-12-20ll. Complete Documentation means the following documentation as applicable: Attachments I and II, with supporting documentation as follows: o Proofof expense : copies oftimesheets, invoices, leases, service contracts or other documentation showing the nature of the cost and that payment is due by CHDO. o Proof of payment: cancelled checks, bank statements, or wire transfers necessary to demonstrate that amounts due by CHDO were actually paid by CHDO. Other documentation: (i� documentation showing compliance with BDE or DBE bidd�g process for procurement or Contract activities, �applicable; (ii) proof of contractor, subcontractor or vendor elig�bil�y as described in Section 6.6; and (n) any documents or records reasonably necessary to verify costs. Complete Documentation shall meet the standards described m the attached Exhibit "F" - Documentation Standards. Community Housing Development Organization or CHDO means, as defined in 24 CFR 92.2 as amended from time to time, a private nonprofit organization, that: (1) Is arganized under State ar local laws; (2) Has no part of �s net earnings irnn7ng to the benefit of any member, founder, contributor, or �dividual; (3) Is neither controlledby, nor under the direction of, individuals or entities seeking to derive profit or gain from the arganization. A CHDO may be sponsared or created by a for-profit entity, but: CHDO OPERATING FLJNDS CONTRACT 2019-2020 Rev. 03/O1/2021 DevelopmentCorporationofTarrantCounty Page 2 (i) The for-profit entity may not be an entity whose primary purpose is the development ar management of housing, such as a buikler, developer, ar real estate management firm; (n) The for-profit entity may not l�ave the right to appoint more than one- third of the membership of the organization's governing body. Board members appomted by the for-profit entity may not appoint the remaining two- thirds of the board members; (�u) The CHDO must be free to contract for goods and services from vendois of �s own choosing; and (iv) The officers and employees of the for-profit entity may not be officers or employees of the CHDO. (4) Has a tax eXemption niling from the Internal Revenue Service under section 501(c) (3) or (4) of the Internal Revenue Code of 1986 (26 CFR 1.501(c)(3)-1 or 1.501(c)(4)-1)), is classified as a subordinate of a central organization non- profit under section 905 of the Internal Revenue Code of 1986, or ifthe private nonprofit organization is an wholly owned entity that is disregarded as an entity separate from �s owner for tax purposes (e.g., a s�gle member lim�ed liability company that is wholly owned by an organization that qualifies as tax-exempt), the owner organization has a tax exemption n�ling from the Internal Revenue Service under section 501(c)(3) or (4) of the Internal Revenue Code of 1986 and meets the definition of a CHDO; (5) Is not a governmental entity (including the participating jurisdiction, other jurisdiction, Indian tribe, public housing authority, Indian housing authority, housing finance agency, or redevelopment authority) and is not controlled by a governmental entity. An organizationthat is created by a governmental entity may qualify as a CHDO; however, the governmental entity may not have the right to appoint more than one-third of the membership of the arganization's governing body and no more than one-third of the board members may be public officials or employees of the governmental entity. Board members appomted by a governmental entity may not appoint the remaining two-thirds of the board members. The officers or employees of a governmental entity may not be officeis or employees of a CHDO; (6) Has standards of fmancial accountability that conform to 2 CFR 200.302, `Financial Management' and 2 CFR 200.303, `Internal Controls'; (7) Has among �s purposes the provision of decent housing that is affordable to low- income and moderate-income persons, as evidenced u� �s charter, articles of incorporation, resolutions, or by laws; (8) Maintains accountability to low-income community residents by. (i) Ma�taining at least one-third of �s governing board's membership for residents of low-mcome neighborhoods, other low-income community residents, ar elected representative of low-income neighborhood organizations. For urban areas, "comrrnanh�' may be a neighborhood or neighborhoods, city, county or metropolitan area; for rural areas, �may be a neighborhood or neighborhoods, town, village, county, or multi- county area (but not the entire State); and CHDO OPERATING FLJNDS CONTRACT 2019-2020 Rev. 03/O1/2021 DevelopmentCorporationofTarrantCounty Page 3 (n) Providing a formal process for low-income-program beneficiaries to advise the organization in ils decisions regard'mg the design, sitmg, development, and management of affordable housin� (9) Has a demonstrated capacity for carrying out housing projects with HOME funds. A designated organization undertaking development activities as a developer or sponsor must satisfy � requirement by having paid employees with housing development experience who w�11 work on projects assisted with HOME funds. For �s first year of finlding as a CHDO, an organization may satisfy this requirement through a contract with a consultant who has housing development experience to train appropriate key staff of the organization. An organization that wil own housing must demonstrate capacity to act as owner of a project and meet the requirements of § 92.300(a)(2). A nonprofit organization does not meet the test of demonstrated capacity based on any person who s a volunteer or whose services are donated by another organization; and (10) Has a history of serving the community w�i�in which housing to be assisted with HOME funds is to be located. In general, an organization must be able toshow one year of serving the community before HOME funds are reserved for d1e organization. However, a newly created organization formed by local churches, service arganizations or neighborhood arganizations may meet this requirement by demonstrating that �s parent organization has at least a year of serving the corrnrnu�rty. Construction Contracts means collectively City Secretary Contract No. 55558 for 2709 Ash Crescent Street, No. 55555 for 2712 Ash Crescent Street, No. 55557 for 2713 Ash Crescent Street and No. 55556 for 2750 Ash Crescent Street between City and CHDO for the construction of smgle fam�ly houses in the Ash Crescent neighborhood. DBE means disadvantaged business enterprise in accordance with 49 CFR Part 26. Director means the Director of the City's Neighborhood Services Department. Effective Date means the date of execution by the last of the Parties of this Contract. Neighborhood Services Department means the City's Neighborhood Services Department. HOME means the HOME Investment Partnerships Program. HOME CHDO Operating Funds means the HOME Program grant funds suppliedby City to CHDO under the terms of tl� Contract. HOME Regulations means the HOME Investment Partnerships Program Final Rule found at 24 CFR Part 92 et seq. HUD means the United States Department of Housing and Urban Development. CHDO OPERATING FLJNDS CONTRACT 2019-2020 Rev. 03/O1/2021 DevelopmentCorporationofTarrantCounty Page 4 IDIS means HUD's Integrated Disbursement Information System. Reimbursement Request means all reports and other documentation described in Section 10. 3. TERM. The term of this Contract commences on the Effective Date and terminates on January 30, 2022 unless earlier terminated as provided 'm this Contract. 4. DUTIES AND RESPONSIBILITIES OF CITY. 4.1 Provide HOME CHDO Operatin� Funds. City shall provide up to $45,000.00 of HOME CHDO Operating Funds for eligible adininistration and operating expenses relating to the production of affordable single family houses. 4.1.1 Eligible Expenses. Elig�ble administration and operatmg expenses under �'s Conhact shall be lunrted to (i) salaries, wages and other employee compensation and benefits; (i) rent, utilities, taxes and insurance; and (ii) equipment, materials and supplies as more particularly descnbed on Exhibit "B" — Budget. 4.2 City Will Monitor. City w�l inon�or the activities and performance of CHDO and any of hs contractors, subcontractors or vendors annually as required by 24 CFR Part 92.504. 4.3 CHDO Certification. 4.3.1 CHDO Certification b_yCit_y. Each time City commits HOME funds h must re-certify a nonprofit's qualifications to be a CHDO and �s capacity to own, sponsor or develop housing m accordance with Section 92.300(a) of the HOME Regulations. 4.3.1.1 By execution of this Contract, City represents that ithas re- certified that Developer meets the CHDO definition and has the capacity to fulfill the role of developer of a project. 5. CHDO OBLIGATIONS. 5.1. Maintain CHDO Status. 5.1.0 CHDO Requirements Met. By the execution of this Contract, CHDO represents that it meets the requirements for designation as a CHDO set forth in 24 CFR Part 92.2. CHDO OPERATING FLJNDS CONTRACT 2019-2020 Rev. 03/O1/2021 DevelopmentCorporationofTarrantCounty Page 5 Operate CHDO to Maintain CHDO Certification. CHDO shall conduct �s operations m such a manner as to maintain its status as a CHDO throughout the term of tlm Contract. 5.1.2 CHDO Status Reports. CHDO has a cantinuing duty to provide City with all documentation or information m regard to any change � rts status as a CHDO or as a 501(c)(3) tax exempt entity w�hin 10 business days of said change. CHDO shall provide an annual board roster and proof of hs continued status as a CHDO to City by December 2°d of eachyear. CHDO sl�allreplace any board member who resigns or is otherwise no longer able to serve w�li� 3 months of the vacancy. The failure of CHDO to maintain it� status as a CHDO and a 501(c)(3) tax exempt entity shall result in termination of tl� Contract and return of all HOME Funds to City if CHDO is unable to cure any violations of tl� Section wrtl�ni 30 calendar days of written notice from City. 5.2 Use ofHOME CHDO Operatin� Funds. 5.2.1 Costs in Compliance with HOME Re�ulations and Contract. CHDO shall use the HOME CHDO Operating Funds to operate the CHDO as set forth herein. CHDO shall be reimbursed for elig�ble operating costs with HOME CHDO Operating Funds only if City determines iri hs sole discretion that: 5.211 Costs are eligible expenditures in accordance with HOME Regulations. Eligible expenses may include. 5212 Costs are � compliance with this Contract and are reasonable, necessary, and consistent with industry norms. 5.213 Complete Documentation, as applicable, is submitted by CHDO. 5.2.2 Bud�et• CHDO agrees that the HOME CHDO Operating Funds w�l be paid on a reimbursement basis � accordance with Exhibit "B" —Budget and Exhibit "C" — Reimbursement Schedule. CHDO may increase or decrease line-item amounts � the Budget with the Directar's prior written approval, which approval shall be in the Director's sole discretion, so k�ng as the expenses are � compliance with 5.2.1, comply with Exhibit "A" — CHDO Ope rating Expe ns e Summary, and the total amount of HOME CHDO Operating Funds is not increased. 5.2.3 Chan�e in HOME CHDO Operating Funds Bud�et. 5231 CHDO will notify City �omptly of any additional funds h receives for operating expenses for which CHDO funds have been allocated for under this Contract, and City reserves the right to amend this Contract m such instances to ensure compliance with HUD regulations governing cost allocation. CHDO OPERATING FLJNDS CONTRACT 2019-2020 Rev. 03/O1/2021 DevelopmentCorporationofTarrantCounty Page 6 5232 CHDO agrees to utilize the HOME CHDO Operating Funds to supplement rather than supplant funds. 5233 Notwithstanding any provision � d� Contract to the contrary, CHDO's efforts to identify and secure alternative funding sources shall not delay the performance of any obligations of either CHDO or City under ti� Contract. 5.3 Payment of HOME CHDO Operating Funds to CHDO. HOME CHDO Operating Funds w�1 be disbursed to CHDO upon City's approval of CHDO's written Reimbursement Requests, including submission of Complete Documentation to City in compliance with Section 10. It is expressly agreed by the Parties that any HOME CHDO Operating Funds not reimbursed to CHDO under the terms of this Contract shall remain with City. 5.4 Identifv Expenses Paidwith HOME CHDO Operatin� Funds. CHDO w�1 keep accounts and records � such a manner that City may readily identify and account for expenses reimbursed with HOME CHDO Operating Funds. These records shall be made available to City for auditpurposes and shall be retained as requiredhereunder. 5.5 CHDO Certification. 5.51 Meet CHDO Requirements . By the execution of this Contract, CHDO represents that it meets the requirements for designation as a CHDO set forth in 24 CFR 92.2. 5.52 Report on CHDO Status . CHDO has a cantmuing duty to provide City with any documentation or mformation in regard to any change in its status as a CHDO or as a 501(c)(3) tax exempt entity within 10 business days of said change. CHDO shall provide an annual board roster and proof of its continued status as a CHDO to City by December 2°a of each year. CHDO shallreplace any board member who resigns or is otherwise no longer able to serve withm 3 months of the vacancy. The failure of CHDO to maintain its status as a CHDO shall result in the termination of tius Contract and return of all HOME CHDO Operating Funds to City. 6. INTENTIONALLY DELETED. 7. INTENTIONALLY DELETED. 8. ADDITIONAL HOME REQUIREMENTS. CHDO agrees to comply with all requirements of the HOME Program as stated in the HOME Regulations, includ'mg, but not limited to the followmg: 8.1 Environmental Review. HOME CHDO Operating Funds w�l not be paid and costs cannot be incurred until City has conducted and completed an environmental review as required by 24 CFR Part 58. CHDO OPERATING FLJNDS CONTRACT 2019-2020 Rev. 03/O1/2021 DevelopmentCorporationofTarrantCounty Page 7 8.2. Monitoring. 8.21 CHDO understands and agrees that �wilbe subject to monitoringby City for compliance with the HOME Regulations urrtil the project is closed in IDIS and for 5 ye a� after completion of the Contract. CHDO w�1 provide reports and access to project files as requested by City d�unig the term of the Contract and for 5 years after the project is closed in IDIS. 822 Representatives of City, HUD and the United States Comptroller General shall have access chu-ing regular business hours upon 48 hours' prior notice to CHDO's offices and records that are related to the use of the HOME CHDO Operating Funds, and to rts officers, directors, agents, employees, contractors, subcontractorsand vendorsforthe purpose of such monrtormg. 82.3 In add�ion to other provi�ians of thi� Contract regarding frequency of monitoring, City reserves the right to perform desk reviews or on-site monitormg of CHDO's compliance with the terms and conditions of �m Contract. After each monitoring vi�h, City shall provide CHDO with a written report of the monitor's imding,s. If the monitoring report notes deficiencies in CHDO's performance, the report shall include requirements for the timely cotrection of said deficiencies by CHDO. Failure by CHDO to take the action specified � the monitoring report may be cause for suspension ar termination of this Contract as provided herein, or repayment of the funds disbursed under this Contract. 82.4 CHDO shall provide City annually the results of any state ar federal monitoring Such results shall be submitted wrtl�in 60 days of receipt of such state or federal monhoring report, or with the January Reimbursement Request, whichever is earlier. 8.3 CHDO Procurement Standards. CHDO shall comply with all applicable federal, state and local laws, regulations, and ordinances for making procurements under tl� Contract. In add�ion to the conflict of interest provisions � Section 14.13.3, CHDO sl�all establish written procurement procedures to ensure that materials and services are obtained in a cost-effective manner that provides for full and open competition. When procuring materials and services for fliis Contract, CHDO shall comply at a rrrinnnum with the procurement standards in 2 CFR Part 200.317 through Part 200.326. 8.31 Contracts in excess of $10,000.00 made by CHDO using HOME CHDO Operatmg Funds must address termination for cause and convenience u�h�lg the manner by which such termination shall be effected and the basis for settlement of the terminated contract, � any, as required by Append� II (B), 2 CFR Part 200. 83.2 CHDO shall not make any contract with parties listed on the government- wide System for Award Management, www.sam.gov ("SAM"). CHDO must confirm by search of SAM that all contractors paid with HOME CHDO Operating Funds are not listed by SAM as being debarred, both prior to hiring and prior to submitting a Reimbursement Request which includes invoices from any such contractor. Failure to submit such proofs of search shall be an e ve nt of default. CHDO OPERATING FLJNDS CONTRACT 2019-2020 Rev. 03/O1/2021 DevelopmentCorporationofTarrantCounty Page 8 83.3 Cost Principles/Cost Reasonableness. CHDO shall adininister its use of HOME CHDO Operating Funds � compliance with 2 CFR Part 200, as applicable. The eligibility of costs incurred for performance rendered shall be determined in accordance with 2 CFR Part 200.400 through 2 CFR Part 200.475. 83.4 Financial M anag e me nt Standards . CHDO agrees to comply with 2 CFR Part 200, as applicable. CHDO also agrees to adhere to the accounting pririciples and procedures required therein, ul� adequate internal controls, and maintain necessary supporting and back-up documentation for all costs incurred � accordance with 2 CFR Part 200.302 and Part 200.303. 83.5 Uniform Administrative Requirements. CHDO wil comply with the Uniform Administrative Requirements, C o s t Principles, and Audit Requirements for Federal Awards in 2 CFR Part 200, as applicable, or any reasonably equivalent procedures and requirements that City may require. 8.4 Terms Applicable to Contractors, Subcontractors and Vendors. CHDO understands and agrees that all terms of tl� Contract, whether regulatory or otherwise, sl�all apply to any and all contractors, subcontractors and vendors of CHDO which are � any way paid with HOME CHDO Operating Funds or who perform any work in connection with the Program. CHDO shall cause all applicable provisions of this Contract to be included m and made a part of any contract or subcontract executed irn the performance of �s obligations hereunder inchzding its obli�ations regardmg the HOME Requirements and HOME Regulations. CHDO sball inon�or the services and work performed by �s contractors, subcontractors and vendors on a regular basis for compliance with the HOME Requirements, HOME Regulations and Contract provisions. CHDO must cure all viohtions of the HOME Requirements and HOME Regulations comrnitted by �s contractors, subcontractors or vendors. City maintains the right to insist on CHDO's full compliance with the terms of ti� Contract and the HOME Requirements and HOME Regulations and CHDO is responsible for such compliance regardless of whether actions taken to fu16ll the requirements of this Contract are taken by CHDO or by CHDO's contractors, subcontractars or vendors. CHDO acknowledges that the provisions of this Section shall survive the earlier termination or expiration of ti� Contract and shall be applicable for 5 years after the Contract term ends. 8.5 Copyright and Patent Rights. No reports, maps, or other documents produced in whole or in part under this Contract shall be the subject of an application for copyright by or on behalf of CHDO. HUD and City shall possess all rights to inverrtion or discovery, as well as rights in data, which may arise as a result of CHDO's performance under tl� Contract. 8.6 Conflict of Interest Disclosure. In accordance with the requirements of Section 14.13.2.1 and 14.13.4, CHDO shall establish conflict of interest policies for federal awards. CHDO shall disclose to City in writing any potential conflict of interest. 8.7 Compliance with FFATA and Whistleblower Protections. CHDO sl�all comply with the requirements of 2 CFR 300(b), inchuling provisions of the Federal Flu�ig Accountability and Transparency Act ("FFATA") governing CHDO OPERATING FLJNDS CONTRACT 2019-2020 Rev. 03/O1/2021 DevelopmentCorporationofTarrantCounty Page 9 requirements on executive compensation and provisions governing whistleblower protections contained in 10 U.S.C. 2409, 41 U.S.C. 4712, 10 U.S.C. 2324, 41 U.S.C. 4304 and 41 U.S.C. 4310. 8.7.1 CHDO shall provide City with rts Data Universal Numbering System ("DUNS") number. 8.8 Internal Controls. In compliance with the requirements of 2 CFR Part 200.303, CHDO shall: 8.8.1 Establish and maintain effective internal control over the HOME CHDO Operating Funds that provide reasonable assurance that CHDO s managing the HOME CHDO Operating Funds in compliance with federal statutes, regulations, and the terms and condhions of this Coniract These internal controls shall be in compliance with guidance m "Standards for Internal Control in the Federal Government" issued by the Comptroller General of the United States or the "Internal Control Integrated Frameworl�' issued by the Committee of Sponsoring Organizations of the Treadway Conun�sion ("COSO"); 8.82 Complywith federal statutes, regulations, and the terms and conditions of this Contract 8.83 Evaluate and mon�or CHDO's compliance with statutes, regulations and the terms and condrtions of tl� Contract; 8.8.4 Take prompt action when instances of noncompliance are identif"ied including noncompliance identif'ied �audit fa��laig,�; and 8.8.5 Take reasonable measures to safeguard protected personally identifiable mformation and other inforn�ation that HUD or City designates as sensitive or CHDO considers sensitive consistent with applicable federal, state, local and tribal laws regarding privacy and obligations of confidentiality. 8.9 This Section 8 shall be applicable for the duration of the Contact term and for 5 years thereafter and shall survive the earlier termination ar expiration of this Contract. 9. RECORD KEEPING, REPORTING AND DOCUMENTATION REQUIREMENTS; RIGHT TO AUDIT. 9.1 Record Keeping. CHDO shall maintain a record-keeping system as part of rts performance of fliis Contract and shall promptly provide City with copies of any document City deems necessary for the effective fulf'illment of City's monitoring and evaluation responsibilities. Specifically, CHDO w� keep or cause to be kept an accurate record of all actions taken and all funds spent, with supporting and back-up documentation. CHDO wil maintain all records and documentation related to this Contract far 5 years after the Contract terminates. If any claim, litigation, or audit is mitiated before the expiration of the 5 year period, the relevant records and documentation must be retamed until all such claims, litigation ar audits have been resolved. CHDO OPERATING FLJNDS CONTRACT 2019-2020 Rev. 03/O1/2021 DevelopmentCorporationofTarrantCounty Page 10 9.1.2 Access to Records. Representatives of City and HUD and any duly authorized officials of the Federal government will have full access to, and the right to examine, audit, excerpt and/or transcribe any of CHDO's records pertaining to all matters covered by ti� Contract for 5 years after the Contract terminates. Such access shall be during regular business hours and upon at least 48 hours prior notice. 9.2 Reports. CHDO will submitto City all reports and documentation described in this Contract in such form as City may prescribe. CHDO may also be required to submit a final performance and/or fmal financial report �required by City at the termination of this Contract in such farm and within such times as City may prescribe. Failure to submit any report or documentation described in this Contract to City shall be an event of default of this Contract and City may exercise all of h remedies for default under ti� Contract. 9.2.1 AdditionalInformation. CHDO shall provide City with additional information as may be required by state or Federal agencies to substantiate HOME Program activities and /or project expenditure elig�bility. 9.3 Chan�e in Reporting Requirements and Forms. City retains the right to change reporting requirements and forms at �s discretion. City wilnotify CHDO �writing at least 30 days prior to the effective date of such change, and the Parties shall execute an amendment to the Contract reflecting such change � necessary. 9.4 City Re s erves the Right to Audit. City reserves the right to perform an audit of CHDO's project operations and finances at any t�rie chu-ing the term of thi� Contract or for 5 years after the Contract terminates, �City determines that such audit is necessary for City's compliance with the HOME Regulations or other City policies, and CHDO agrees to alow access to all pertinent materials as described herein. If such audit reveals a questioned practice or expenditure, such questions must be resolved w�in 15 business days after notice to CHDO of such questioned practice or expenditure. If questions are not resolved wrtl�ul ths period, City reserves the right to withhold further funding under this Contract and/or other contract with CHDO. IF AS A RESULT OF ANY AUDIT IT IS DETERMINED THAT CHDO HAS FALSIFIED ANY DOCUMENTATION OR MISUSED, MISAPPLIED OR MISAPPROPRIATED HOME CHDO OPERATING FUNDS OR SPENT HOME CHDO OPERATING FUNDS ON ANY INELIGIBLE ACTIVITIES, CHDO AGREES TO REIMBURSE CITY THE AMOUNT OF SUCH MONIES PLUS THE AMOUNT OF ANY SANCTIONS, PENALTY OR OTHER CHARGE LEVIED AGAINST CITY BY HUD BECAUSE OF SUCH ACTIONS. 10. REIMBURSEMENT REOUIREMENTS. CHDO shall provide City with Complete Documentation and the following reports as shown � Exhibit "E" — Reimbursement Forms with each Reimbursement Request: CHDO OPERATING FLJNDS CONTRACT 2019-2020 Rev. 03/O1/2021 DevelopmentCorporationofTarrantCounty Page 11 10.1 Attachment I — Invoice. Tlus report shall contain the amount requested for reimbursement u� the submitted request, and the cumulative reimbursement requested to date (inclusive of the current request). 10.2 AttachmentII—Expenditure Worksheet. T1� report shall �em�e each expense such that Complete Documentation matches each line item requested for reimbursement by CHDO. In order for ti� report to be complete the folovv�g must be submitted: 10.2.1 Proof that each expense was paid by CHDO, which proof can be satisfied by cancelled checks, wire transfer documentation, paid receipts or other appropriate banking documentation. 10.3. De adline fo r Submittin� Re imburs e ment Re que s ts . All Reimbursement Requests along with Complete Documentation shall be submitted by CHDO to City wrthin 30 days from each of the deadlines as shown in Exhibit "C" — Re imburs e me nt Sche dule . 10.4 Withholdin� Payment. 10.4.1 CITY SHALL WITHHOLD PAYMENTS REQUESTED UNDER THIS CONTRACT IF COMPLETE DOCUMENTATION IS NOT RECEIVED. 10.4.2 CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT ON ANY REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 60 DAYS OF THE DEADLINES SHOWN IN EXHIBIT "C" —REIMBURSEMENT SCHEDULE. In addition, CHDO's failure to timelysubmit Reimbursement Requests and Complete Documentation along with any required reports shall be an e vent of de fault. 10.5 Timing of Payment. Provided that CHDO submits Complete Documentation in conformance with this Contract, City will reimburse CHDO for eligible expenses within 30 calendar days. ll. DEFAULT AND TERMINATION. 11.1 Failure to Maintain or Submit Required Reports and Documentation. If CHDO fails to maintain all records and documentation as required in Section 9, or fails to subrrrit any report ar documentation required by tius Contract, or � the submitted report or documentation is not m compliance with ti� Contract or the HOME Regulations as determined by City in �s sole discretion, City vv� notify CHDO m writing and CHDO will have 30 calendar days from the date of the written notice to obtain or recreate the missing records or documentation, or suUn�h or resubmit any such report or documentation to City. If CHDO fails to mamtam the required reports or documentation, or suUn�h or resubmit any such report ar documentation whh� such time, City shall have the right to terminate this Contract effective immediately upon written notice of such intent with no penalty or liab�y to City. CHDO OPERATING FLJNDS CONTRACT 2019-2020 Rev. 03/O1/2021 DevelopmentCorporationofTarrantCounty Page 12 11.2 In Ge ne ral. ll2.1 Subject to Section 11.1, and unless specifically provided otherwise in this Contract, CHDO shall be in default under this Contract if CHDO breaches any term or condition of thi� Contract. In the event that such a breach remains uncured after 30 calendar days folowing written notice by City (or such other notice period as may be specified herein), or � CHDO has diligently and continuously attempted to cure following receipt of such written notice but reasonably required mare than 30 calendar days to cure, as determined by both Parties mutually and in good faith, City shall have the right to elect, m City's so� discretion, to (i) extend CHDO's time to cure, (i) terminate this Contract effective immediately upon written notice of such intent to CHDO. City's remedies may include: ll2.l.l Direct CHDO to prepare and folow a schedule of actions for carrying out the affected activities, consisting of schedules, timetables and milestones necessary to implemerrt the affected activities. 112.12 Direct CHDO to establish and folow a management plan that assigns responsibilities for carrying out the remedial activities. ll2.13 Cancel or revise activities l�lce performance deficiency, before Operating Funds for the activities. ly to be affected by the expending HOME CHDO 112.1.4 Reprogram HOME CHDO Operatmg Funds that have not yet been expended from affected activities to other elig�ble activities or wrtl�hokl HOME CHDO Operating Funds. 112.1.5 Direct CHDO to reimburse City � any amount of HOME CHDO Operating Funds not used � accordance with the HOME Regulations. 112.1.6 Suspend reimbursement of HOME CHDO Operating Funds for affected activities. 112.1.7 Any other appropriate action including but not lunited to any remedial action legally available such as declaratory judgment, specif'ic performance, damages, temporary or permanent injunctions, termination of this Contract or any other contracts with CHDO, including but not limited to the Construction Contracts and any other available remedies. 1122 In the event of termination under tius Section ll.2, all HOME CHDO Operating Funds awardedbut unpaid to CHDO pursuant to tl� Contract shall be immediately rescinded and CHDO shall have no further right to such. 11.3 No Funds Disbursed while inBreach. CHDO understands and agrees that no HOME CHDO Operating Funds w�1be paid to CHDO urrt�l al defaults are cured to the satisfaction of City. CHDO OPERATING FLJNDS CONTRACT 2019-2020 Rev. 03/O1/2021 DevelopmentCorporationofTarrantCounty Page 13 11.4 No CompensationAfterDate ofTermination. CHDO shall not receive any HOME CHDO Operating Funds for work undertaken after the date of termination. 11.5 Rights of Cit_y Not Affected. Termination shall not affect or terminate any of the existing rights of City against CHDO, or which may thereafter accrue because of such default, and �is provsion shall be in addition to any and all other rights and remedies available to City under the law. Such termination does not terminate any applicable provisions of ti� Contract that have been expressly noted as surviving the term or termination of tl� Contract. No delay or omission by City m exercising any right or remedy available to h under tl� Contract shall impair any such right or remedy or constitute a waiver or acquiescence m any CHDO default. 11.6 Waiver of Breach Not Waiver of SubsequentBreach. The waiver of a default or breach of any term, covenant, or condition of this Contract shall not operate as a waiver of any subsequent breach of the same ar any other term, covenant or cond�ion hereof. 11.7 Civil, Criminal andAdministrative Penalties. Failure to perform all the Contract terms may result in civil, criminal or achninistrative penalties, inch�ding, but not 1�riiled to those set out in this Contract 11.8 Termination for Cause. 11,8.1 CHDO's uncured breach or default under the Construction Contracts shall be cause for City to terminate tl� Contract automatically. In the event City terminates this Contract for cause under this Section 11.8.1, all HOME CHDO Operating Funds awarded but unpaid to CHDO pursuant to tl� Contract shall be immediately rescinded and CHDO shall have no further right to such funds. CHDO ACKNOWLEDGES AND AGREES THAT IF CITY TERMINATE STHI S CONTRACT FOR CAUSE, CHDO OR ANY OF ITS AFFILIATES SHALL NOT BE CONSIDERED FOR ANY OTHER CITY CONTRACT FOR HOME FUNDS FOR A MINIMUM OF 5 YEARS FROM THE DATE OF TERMINATION. 11.82 CHDO may terminate this Contract �City does notprovide the HOME CHDO Operating Funds substantially in accordance with tim Contract. 11.9 Termination for Convenience. In terminating in accordance with 2 CFR Part 200, Append� II, this Con�ct may be terminated in whole ar�part only as follows: 11.9.1 By City with the consent of CHDO �which case the Parties sl�all agree upon the termination conditions, including the effective date and u� the case of partial termination, the portion to be terminated, ar CHDO OPERATING FLJNDS CONTRACT 2019-2020 Rev. 03/O1/2021 DevelopmentCorporationofTarrantCounty Page 14 ll,92 By CHDO upon at least 30 days written notice to City setting forth the reasons for such termination, the effective date, and 'm the case of partial termination, the portion to be terminated. In the case of a partial termination, if City determines in �s sole discretion that the remaining portion of the Contract to be performed or HOME CHDO Operating Funds to be spent wil not accomplish the purposes for which the Contract was made City may terminate the Contract in �s entirety. 11.10 DissolutionofCHDO orLoss ofCHDO Certification Terminates Contract. 11� Contract shall automatically terminate � the event CHDO is dissolved, ceases to exist or loses �s CHDO certification or status. 11.11 Non-Appropriation ofFunds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify CHDO of such occurrence and this Agreement will terminate on the last day of the fiscal period for which appropriations were received without penalty ar expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have beenappropriated. 12. INTENTIONALLY DELETED. 13. MATERIAL OWNERSHIP CHANGE. If ownership of CHDO materially changes after the date of �'s Contract, City may but is not obligated to, terminate ti� Contract. City has 30 days to make such determination after receipt of notice from CHDO and failure to make such determination wil constitute a waiver. In the event of termination under thi� Section 13, all HOME CHDO Operating Funds awarded but not yet paid to CHDO pursuant to this Contract shall be immediately rescinded and CHDO shall have no further right to such funds. 14. GENERAL PROVISIONS 14.1 CHDO an IndenendentContractor. CHDO shall operate hereunder as an independent contractor and not as an officer, agent, servant or employee of City. CHDO shall have exclusive control of, and the exclusive right to control, the details of the work and services perfarmed hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of �s officers, members, agents, servants, employees, contractors, subcontractors, vendors, tenants, licensees or invitees. 14.2 Doctrine ofRespondeatSuperior. The doctrine of respondeat superior shall not apply as between City and CHDO, hs officers, members, agents, servants, employees, contractars, subcontractors, vendors, tenants, licensees or invitees, and nothing herein shall be construed as creating a partneiship or jo�t enterprise between City and CHDO. City does not have the legal right to control the details of the tasks performed hereunder by CHDO, �s officers, members, agents, employees, contractors, subcontractors, vendors, tenants, licensees or invitees. CHDO OPERATING FLJNDS CONTRACT 2019-2020 Rev. 03/O1/2021 DevelopmentCorporationofTarrantCounty Page 15 14.3 CHDO Propert_y. City shall under no circumstances be responsible for any property belona na to CHDO, its officers, members, agents, employees, contractors, subcontractors, vendots, tenants, licensees or invitees that may be lost, stolen or destroyed or � any way damaged and CHDO HEREBY INDEMNIFIES AND HOLDS HARMLESS CITY AND ITS OFFICERS, AGENTS, AND EMPLOYEES FROM ANY AND ALL CLAIMS ORSUITS PERTAINING TO OR CONNECTED WITH SUCH PROPERTY. 14.4 Religious Or�anization. No portion of the HOME CHDO Operating Funds shall be used in support of any sectarian or religious activity. In addition, there must be no religious or membership criteria for buyers of a HOME-funded property. 14.5 Venue. Venue for any action, whether realor asserted, at law or in equity, arising out of the execution, performance, attempted performance or non-performance of this Contract, shall lie in Tarrant County, Texas. 14.6 Governin� Law. This Contract shall be government by and construed � accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or � equity, arises out of the execution, performance or non-performance of tl� Contract or on the basis of any provision herein, far any issue not governed by Federal law, the choice of law shall be the hws of the State of Texas. 14.7 Severability. The provisions of this Contract are severable, and, if for any reason a clause, sentence, paragraph or other part of this Contract shall be determined to be �valid by a court or Federal or state agency, board or coinmission l�aving jurisdiction over the subject matter thereof, such invalidity shall not affect other provisions which can be given effect without the u�valid provision. 14.8 Writte n Ag re e me nt Entire Agre e me nt. T� written instrument and the Exh�bits, Attachments and Addendums attached hereto, which are incorporatedby reference and made a part of d�is Contract for allpurposes, constitutes the entire agreement by the Parties concernmg the work and services to be performed under tlus Contract. Any prior or contemporaneous oral or written agreement, which purports to vary the terms of tl� Contract, shall be void. Any amendments to the terms of this Contract must be in writing and executed by the P artie s. 14.9 ParagraphHeadin�s forReference Only, No Legal Significance; Numbe r and Ge nde r. The paragraph headings contained herein are for convenience in reference to this Contract and are not intended to define or to lunh the scope of any provision of this Contract. When context requires, singular nouns and pronouns include the plural and the masculine gender sl�all be deemed to include the feminine ar neuter and the neuter gender to include the masculine and feininine. The words "include" and "including" whenever used herein shall be deemed to be followed by the wards "without limitation". CHDO OPERATING FLJNDS CONTRACT 2019-2020 Rev. 03/O1/2021 DevelopmentCorporationofTarrantCounty Page 16 14.10 Compliance With All Applicable Laws and Re�ulations. CHDO agrees to comply fully with all applicable laws and regulations that are currently in effect or that are hereafter amended during the performance of this Contract. Those laws include, but are not limited to: ➢ HOME Investment Partnership Act as set out above as "Act" ➢ T�le VI of the Civil Rights Act of 1964 (42 U.S.C. Sections 2000d etseq.) including provisions requiring recipients of Federal assistance to ensure meaningful access by person of lai�ed English proiiciency ➢ The Fair Housing Act, T�le VIII of the Civ�1 Rights Act of 1968 (42 U. S.C. Sections 3601 et seq.) ➢ Executive Orders ] 1063, 11246 as amended by 11375 and 12086 and as supplemented by Department of Labor regulations 41 CFR, Part 60 ➢ The Age Discrimination in Empbymerit of 1967 ➢ The Age Discrimination Act of 1975 (42 U.S.C. Sections 6101 et seq.) ➢ The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. Sections 4601 et seq. and 49 CFR Part 24) ("URA") ➢ Section 504 of the RehabilitationAct of 1973 (29 U.S.C. Sections 794 etseq.) and 24 CFR Part 8 where applicable ➢ National EnvironmentalPolicy Act of 1969, as amended, 42 U.S.C. sections 4321 et seq. ("NEPA") and the related authorities listed in 24 CFR Part 58. ➢ The Clean Air Act, as amended, (42 U.S.C. Sections 1251 et seq.) and the Clean Water Act of 1977, as amended (33 U.S.C. Sections 1251 et seq.), related Executive Order 11738 and Environmental Protection Agency Regulations at 40 CFR Part 15. In no event shall any amount of the assistance provided under tl� Contract be util�ed with respect to a facility that has given rise to a conviction under the Clean Air Act or the Clean Water A c t. ➢ Immigration Reform and Control Act of 1986 (8 U.S.C. Sections 1101 et seq.) specif'ically inchidmg the provisions requiring employer verif'ications of legal status of �s employees ➢ The Americans with Disabilities Act of 1990 (42 U.S.C. Sections 12101 et seq.), the Architectural Barriers Act of 1968 as amended (42 U.S.C. sections 4151 et seq.) and the Uniform FederalAccessibility Standards, 24 CFR Part 40, Appendix A ➢ Regulations at 24 CFR Part 87 related to bbby�g, �chuling the requirementthat certifications and disclosures be obtained from all covered persons ➢ Drug Free Workplace Act of 1988 (41 U.S.C. Sections 701 et seq.) and 24 CFR P art 23, Subpart F ➢ Executive Order 12549 and 24 CFR Part 5.105(c) pertaining to restrictions on participation by u�eligible, debarred or suspended persons or entities ➢ Regulations at 24 CFR Part 882.708(c) pertaining to site and neighborhood standards for new construction projects ➢ Regulations at 24 CFR Part 983.6 far Site and Neighborhood Standards Review ➢ Section 6002 of the So1d Waste Disposal Act, as amended by the Resource Conservation and Recovery Act ➢ Guidela�es of the Environmental Protection Agency at 40 CFR Part 247 ➢ For contracts and subgrants for construction or repair, Copeland "Anti- Kickbacl�' Act (18 U.S.C. 874) as supplemented m29 CFR Part 5 CHDO OPERATING FLJNDS CONTRACT 2019-2020 Rev. 03/O1/2021 DevelopmentCorporationofTarrantCounty Page 17 ➢ For construction contracts � excess of $2,000, and in excess of $2,500 for other contracts which u�volve the employment of inechanics or labarers, Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327A 300) as supplemented by 29 CFR Part 5 ➢ Lead-Based Paint Poisoning Prevention Act (42 U. S.C. 4801 et seq. ), as amended by the Residential Lead-Based Paint Hazard Reduction Act of 1992 (42 U.S.C. 4851 et seq. ) and implementing regulations at 24 CFR Part 35, subparts A, B, M, and R ➢ Regulations at 24 CFR Part 92, HOME Investment Partnerships Program Final Rule ➢ Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, 2 CFR Part 200 etseq. ➢ Federal Funding Accountability and Transparency Act of 2006 ("FFATA") (Pub.L. 109-282, as amended by Section 6205(a) of Pub.L. 110 -252 and Section 3 of Pub.L. 113-101) ➢ Federal WhistleblowerRegulations, as containedin 10 U.S.C. 2409, 41 U.S.C.4712, lOU.S.C. 2324, 41 U.S.C.4304 and41 U.S.C. 4310. ➢ Broadband Infrastructure Requirements, 24 CFR Part 5.100 and Section 706 of the Telecommunications Act of 1996, 47 U.S.C. 1302 ➢ Violence Against Women Act of 1994, 42 U.S.C. 13981 14.11 INTENTIONALLY DELETED. 14.12 Prohibition A�ainstDiscrimination. 14.12.1 Ge ne ral State me nt. CHDO, in the execution, performance or attempted performance of this Contract, shall comply with all non-discrimination requirements of 24 CFR 92.350 and the ordinances codified at Chapter 17, Article III, Division 4— Fair Housing of the City Code. CHDO may not discriminate against any person because of race, colar, sex, gender, religion, national origin, familial status, disability or perceived disability, sexual orientation, gender ider�tity, gender expression, or transgender, nor will CHDO permit rts officers, members, agents, employees, vendors or project participants to engage in such discrimination. T1� Contract i� made and entered into with reference specifically to the ordinances codified at Chapter 17, Article III, Division 3- Employment Practices of the City Code, and CHDO hereby covenants and agrees that CHDO, �s officers, members, agents, employees, vendors and contractors, have fuly complied with all provisions of same and that no employee, or applicant faremployment has been discriminated againstunder the terms of such ordinances by either or �s officers, members, agents, employees, vendors or contractors. 14.12.2 No Discrimination in Emplovment durin� the Performance ofthis Contract. CHDO agrees to the following provision dur�g the performance of tl� Contract, and will require that its contractors, subcontractors and vendors also comply with such provision by including it in all contracts with hs contractors, subcontractors or vendors using CHDO Operating Funds: CHDO OPERATING FLJNDS CONTRACT 2019-2020 Rev. 03/O1/2021 DevelopmentCorporationofTarrantCounty Page 18 f Contractor's, Subcontracto�'s or T�endor's Name 1_ vv�l not unlawfully discriminate against any employee ar applicants for employment because of race, color, sex, gender, religion, national origin, fainilial status, disability or perceived disability, sexual orientation, gender identity, gender expression or transgender. �Contr�actor's, Subcontractor's or T�endor's Name� w�l take affirmative action to ensure that applicants are hired without regard to race, color, sex, gender, religion, national origin, famil'ral status, disability or perceived disability, sexual orientation, gender identity, gender expression or transgender and that employees are treated fairly chui��g employment without regard to their race, color, sex, gender, religion, national origin, faillilial status, disability or perceived di�ability, sexual orientation, gender identity, gender expression or trans gender. Such action shall include, but not be 1'unhed to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. �Contractor's, Subcontractor's or Vendor's Name� agrees to post inconspicuous places, a�ailable to employees and applicants for employment, notices setting forth the provi�ions of tl� nondiscrimination clause. �Contractor's, Subcontractor's oN T�endor's Name� w�, in all solicitations or advertisements for employees placed by or on behalf of �Contractor's, Subcontractor's or T�endor's Name� , state that all qualified applicants will receive consideration for employment without regard to race, colar, sex, gender, religion, national origin, familial status, disability ar perceived disability, sexual orientation, gender identity, gender expression or transgender. �Contractor's,Subcontractor's or T�endor's Name� covenants that neither itnor any of rts officers, members, agents, employees, or contractors, while engaged in performing � Contract, shall, � connection with the employment, advancement or discharge of employees or in connection with the terms, conditions or privileges of their employment, discriminate agamst persons because of their age or because of any disability or perceived d�ability, except on the basis of a bona fide occupational qualif�ication, retirement plan or statutory requirement. fContractor's, Subcontractor's or Vendor's Namel further covenants that neither it nor rts officers, members, agents, employees, contractors, or persons acting on their behalf, shall specify, in solicitations or advertisements far employees to wark on tius Contract, a maxunuin age limh for such employment unless the specified maximum age lim� is based upon a bona fide occupational qualification, retirement plan or statutory requirement. 14.12.3 Contractors and the ADA. In accardance with the provisions of the Americans With Disabilities Act of 1990 ("ADA"), CHDO warrants that � and any of rts contractors wil not unlawfully discriminate on the basis of disability in the provision of services to the general public, nor in the availability, terms and/or conditions of employment for applicants for employment with, or employees of CHDO or any of �s contractors. CHDO WARRANTS IT WILL FULLY COMPLY WITH ADA'S PROVISIONS AND ANY OTHER APPLICABLE CHDO OPERATING FLJNDS CONTRACT 2019-2020 Rev. 03/O1/2021 DevelopmentCorporationofTarrantCounty Page 19 FEDERAL, STATE AND LOCAL LAWS CONCERNING DISABILITY AND WILL DEFEND, INDEMIVIFY AND HOLD CITY HARMLESS AGAINST ANY CLAIMS OR ALLEGATIONS ASSERTED BY THIRD PARTIES, CONTRACTORS, SUBCONTRACTORS OR VENDORS AGAINST CITY ARISING OUT OF CHDO'S AND/OR ITS CONTRACTORS', SUBCONTRACTORS', VENDORS', AGENTS' OR EMPLOYEES' ALLEGED FAILURE TO COMPLY WITH THE ABOVE-REFERENCED LAWS CONCERNING DISABILITY DISCRIMINATION IN THE PERFORMANCE OF THIS CONTRACT. 14.13 Conflicts of Interest and Violations of Criminal Law. 14.13.1 CHDO Safe�uards. CHDO shall establish safeguards to prohibh �s employees, board members, advisors and agents from using pos�ions for a purpose that is or gives the appearance of being motivated by a desire for private gain for themselves ar others, particularly those with whom they have family, business or other ties. CHDO shall disclose to City any such conflict of interest or potential conflict of interest, immediately upon discovery of such. 1413.2 General Prohibitions A�ainst Conflicts of Interest. No employees, agents, consultants, officers or elected officials or appointed officials of City or of CHDO who exercise or have exercised any functions or responsibilities with respect to activities assisted with HOME CHDO Operating funds or who are in a poshion to participate in a decision-making process or gain inside information with regard to these activities may ut�l�e HOME CHDO Operating services, may obtain a financial interest or benefit from a HOME CHDO Operating-assisted activity, or have an interest � any contract, subcontract or agreement with respect thereto, or the proceeds thereunder, either for themselves or those with whom they have family or business ties, chu�ng their tenure ar for 1 year thereafter, unless they are accepted in accardance with the procedures set forth at 24 CFR P art 92. 14.1321 CHDO shall establish conflict of interest policies for federal awards �cluding the HOME CHDO Operating Funds and shall disclose in writing potential conflicts of interest to City as authorized by 2 CFR Part 200.112. 14.13.3 Conflicts of Interest Involvin� Procurement. The conflict of interest provisions of 2 CFR Part 200.318 shall apply � the procurement of property and services by CHDO. In all cases not governed by this Section, the provisions of 24 CFR Part 92 of the HOME Regulations shall apply. 14.13.3.1 As more particularlydescribed in 2 CFR Part 200.318, CHDO shall maintainand submit to City written standards of conduct covering conflicts of interest and governing the performance of �s employees engaged in the selection, award, and adinu�istration of contracts. No employee, officer, or agent may participate u� the selection, award, or admmistration of a contract supported by a federal award 'f CHDO OPERATING FLJNDS CONTRACT 2019-2020 Rev. 03/O1/2021 DevelopmentCorporationofTarrantCounty Page 20 he or she has a real or apparent conflict of interest. The standards of conduct must provide for dsciplir�ary actions to be applied for viohtions of such standards by officers, employees, or agents of CHDO. 14,1332 The officers, employees, and agents of CHDO shall neither solic� nor accept gratuities, favors, or anything of monetary value from contractors or parties to subcontracts. 14.1333 Notwithstanding the prohibition contained � Section 14.13.3.2, CHDO may set standards of conduct for situations in which the fmancia l intere st is not substantial or the gift is an unsolicited item of nominal value. Such standards of conduct must provide for disciplinary actions to be applied for viohtions of such standards by CHDO's officers, employees or agents. 14.133.4 CHDO shall maintain written standards of conduct covering organizational conflicts of interest Organizational conflicts of mterest means that because of relationships with a parent company, affiliate, or subsidiary organization, CHDO is unable or appears to be unable to be impartial in conducting a procurement action mvolving a related organization. 14133,5 CHDO must maintain records sufficient to detail the history of procurement. These records wil include, but are not necessarily lim�ed to the folowing: rationale for the method of procurement, selection of contract type, contractor selection or rejection, and the basis for the contract price. 14.13.4 Disclosure of Conflicts of Interest. In compliance with 2 CFR Part 200.112, CHDO is required to timely disclose to City m writing any potential conflict of interest. 14.13.5 Disclosure of Texas Penal Code Violations. CHDO affmns that h w�ll adhere to the provisions of the Texas Penal Code which prolubit bribery and gifts to public servants. 14.13.6 Disclosure of Federal Criminal Law Violations. In compliance with 2 CFR Part 200.113, CHDO is required to tIlnely disclose to City all viohtions of federal criminal law �volving fraud, bribery or gratuity violations potentially affecting the CHDO. 1414 INTENTIONALLY DELETED. 1415 Subcontracting with Small and Minoritv Firms, Women's Business Enterprises and Labor Surplus Areas. 14.1 S.l For procurement contracts $50,000.00 or larger, CHDO agrees to abide CHDO OPERATING FLJNDS CONTRACT 2019-2020 Rev. 03/O1/2021 DevelopmentCorporationofTarrantCounty Page 21 by City's policy to involve Mii�•�y Business Enterprises and Small Business Enterprises and to provide them equal opportunity to compete for contracts for construction, provision of professional services, purchase of equipment and supplies and provision of other services required by City. CHDO agrees to incorporate the City's BDE Ordinance, and all amendments ar successar policies or ordinances thereto, into all contracts and subcontracts for procurement $50,000.00 or larger, and wil further require all persons or entities with which � so contracts to comply with said ordinance. 14.15.2 It is national policy to award a fair share of contracts to disadvantaged business enterprises ("DBEs"), small business enterprises ("SBEs"), m�orrty business enterprises ("MBEs"), and women's business enterprises ("WBEs"). Accordingly, affirmative steps must be taken to assure that DBEs, SBEs, MBEs, and WBEs are utilized when poss�ble as sources of supplies, equipment, construction and services. 14.16 Other Laws. The failure to list any Federal, state or City ordinance, law or regulation that is applicable to CHDO does not excuse or relieve CHDO from the requirements or responsibilities in regard to folowing the law, nor from the consequences or penalties for CHDO's failure to fobw the law, � applicable. 14.17 Assi�nment. CHDO shall not assign all or any part of its rights, privileges, or duties under this Contract without the prior written approval of City. Any attempted assignment of same without approval shall be void, and shall constitute a breach of this Contract. 14.18 Ri�ht to Inspect CHDO Contracts. It is agreed that City has the right to inspect and approve in writing any proposed contracts between CHDO, and (i) �s general contractor and subcontractors, inchading any lower tier subcontractors engaged � any activity that is funded as part of the construction of the Required Improvements, (i) any vendor contracts arising out of the sale of the Required Improvements, and (ii) any third party contracts to be paid with HOME CHDO Operating Funds, prior to any charges being incurred under any suchcontracts. 14.19 Force Majeure. If CHDO becomes unable, either in whole or part, to fu}f'ill � obligations under this Contract due to acts of God, strikes, lockouts, or other industrial disturbances, acts of public enemies, wars, blockades, insurrections, riots, epidemics, earthquakes, fires, floods, restraints or prohibitions by any court, board, department, coininission or agency of the United States or of any States, civil disturbances, or explosions, or some other reason beyond CHDO's control (collectively, "Force Majeure Event"), the obligations so affected by such Farce Majeure Event will be suspended anly during the continuance of such event and the completion date for such obligations shall be extended for a l�lce period. CHDO w�1 give City written notice of the existence, extent and nature of the Force Majeure Event as soon as reasonably possible after the occurrence of the event. Failure to give notice w�1 result � the continuance of CHDO's obligation regardless of the extent of any existing Force Majeure Event. CHDO will use commercially reasonable efforts to remedy � inab�lily to perform as soon as prnss�ble CHDO OPERATING FLJNDS CONTRACT 2019-2020 Rev. 03/O1/2021 DevelopmentCorporationofTarrantCounty Page 22 14.20 Survival. Any provision of this Contract that pertains to HOME Regulations, indemnity obligations, reporting requirements, auditmg, monitoring, record keeping and reports, City ordinances, the provisions of Section 8.3.2 pertaining to the Federal System Award Management, or any other HOME Program requirements, and any default and enforcement provisions necessary to enforce such provisions, shall survive the termination of this Contract for 5 years after the expiration or termination date and shall be enforceable by City against CHDO. 15. INDEMNIFICATION AND RELEASE. CHDO COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESSAND DEFEND, AT ITS OWN EXPENSE, CITY AND ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES FROM AND AGAINST ANYAND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF THIS CONTRACT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES OF THE PROJECT DESCRIBED HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY, AND CHDO HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY OF CITY AND ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES FOR ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KINDS OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF THIS CONTRACT AND AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES OF THE PROJECT DESCRIBED HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY. CHDO LIKEWISE COVENANTS AND AGREES TO AND DOESHEREB Y INDEMNIFY AND HOLD HARMLESS CITY FROM AND AGAINST ANY AND ALL INJURY, DAMAGE OR DESTRUCTION OF PROPERTY OF CITY, ARISING OUT OF OR IN CONNECTION WITH ALL ACTS OR OMISSIONS OF CHDO, ITS OFFICERS, MEMBERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, INVITEES, LICENSEES, OR PROJECT PARTICIPANTS, OR CAUSED, IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY. IT IS THE EXPRESS INTENTION OF THE PARTIES, BOTH CHDO AND CITY, THAT THE INDEMNITY PROVIDED FOR THIS SECTION INCLUDES INDEMNITY BY CHDO TO INDEMNIFY AND PROTECT CITY FROM CHDO OPERATING FLJNDS CONTRACT 2019-2020 Rev. 03/O1/2021 DevelopmentCorporationofTarrantCounty Page 23 THECONSEQUENCES OF CITY'S OWN NEGLIGENCE, WHETHER THAT NEGLIGENCE IS ALLEGED TO BE THE SOLE OR CONCURRING CAUSE OF THE INJURY, DAMAGE OR DEATH. CHDO AGREES TO AND SHALL RELEASE CITY, ITS AGENTS, EMPLOYEES, OFFICERS AND LEGAL REPRESENTATIVES FROM ALL LIABILITY FOR INJURY, DEATH, DAMAGE OR LOSS TO PERSONS OR PROPERTY SUSTAINED IN CONNECTION WITH OR INCIDENTAL TO PERFORMANCE UNDER THIS CONTRACT, EVEN IF THE INJURY, DEATH, DAMAGE OR LOSS IS CAUSED BY CITY'S SOLE OR CONCURRENT NEGLIGENCE. CHDO SHALL REQUIRE ALL OF ITS CONTRACTORS AND SUBCONTRACTORS TO INCLUDE IN THEIR CONTRACTS AND SUBCONTRACTS A RELEASE AND INDEMNITY IN FAVOR OF CITY IN SUBSTANTIALLYTHE SAME FORM AS ABOVE. 16. WAIVER OF IMMUNITY BY CHDO. If CHDO, as a cl�aritable or nonprofit organization, has or chims an unmunity or exemption (statutory or otherwise) from and agamst liabil�y for damages or injury, includ'mg death, to persons or property, CHDO hereby expressly waives �s rights to plead defensively such immun�y ar exemption as against City. This Section shall not be construed to affect a governmental entity's IlYmnu�s under constitutional, statutory or common law. 17. INSURANCE AND BONDING. CHDO wil maintain coverage in the form of insurance or bond in the amount of $45,000.00 to insure against loss from the fraud, theft or dishonesty of any of CHDO's officers, agents, trustees, directors or employees. The proceeds of such insurance or bond shall be used to reimburse City for any and all loss of HOME CHDO Operating Funds occasioned by such misconduct. To effectuate such reimbursement, such fidelity coverage shall mchxde a rider stating that reimbursement for any loss or losses sl�all name the City as a Loss Payee. CHDO shall fi�rnish to City, in a timely manner, but not later than 10 days after the Effective Date, certificates of insurance as proof that h has secured and paid for policies of commercial insurance as specif'ied herein. If City has not received such certificates as set forth herein, CHDO shall be in default of the Contract and City may at �s option, terminate the Contract. Such insurance sl�all cover all insurable risks incident to or m connection with the execution, performance, attempted performance or nonperformance of tl� Contract. CHDO shall maintain, ar require rts general contractor to maintain, the folowing coverages and limits thereof: CHDO OPERATING FLJNDS CONTRACT 2019-2020 Rev. 03/O1/2021 DevelopmentCorporationofTarrantCounty Page 24 Commercial General Liabilitv (CGLI Insurance $1,000,000 eachoccurrence $2,000,000 aggregate limit Business Automobile Liability Insurance $1,000,000 each accident on a combined single-limit basis, or $ 250,000 Property Damage $ 500,000 Bodily Injury per person per occurrence $2,000,000 Aggregate Insurance policy shall be endorsed to cover "Any Auto" defined as autos owned, hired and non-owned. Pending ava�ab�ity ofthe above coverage and at the discretion of City, the policy shall be the primary responding insurance policy versus a personal auto insurance policy �orwhen inthe course of C�IDO's business as contracted herein. Workers' Compensation Insurance Part A: Statutory Limits Part B: Employer's Liability $100,000 each accident $100,000 disease-each employee $500,000 disease-policy limit Note: Such insurance shall cover employees performing work on any and all projects including but not l�n�ed to construction, demolhion, and rehabilitation. CHDO or �s contractors shall maintain coverages, if applicable. In the event the respective contractors do not maintain coverage, CHDO sl�all maintain the coverage on such contractor, �applicable, for each applicable contract. Additional Requirements Such insurance amounts shall be revised upward at City's reasonable option and no more frequently than once every 12 months, and CHDO shall revise such amounts within 30 days folowing notice to CHDO of such requirements. CHDO w�l subm� to City documentation that �, and fis general contractor, have obtained msurance coverage and have executed bonds as required � this Contract prior to payment of any monies provided hereunder. Where applicable, insurance policies requ�ed herein shall be endorsed to u�ch�e Crty as an additional insured as rts interest may appear. Additional msured parties shall include employees, officers, agents, and volunteers of City. The Workers' Compensation Insurance policy shall be endorsed to include a waiver of subrogation, also referred to as a waiver of rights of recovery, in favor of City. CHDO OPERATING FLJNDS CONTRACT 2019-2020 Rev. 03/O1/2021 DevelopmentCorporationofTarrantCounty Page 25 Any failure on part of City to request certificate(s) of insurance sl�all not be construed as a waiver of such requirement or as a waiver of the insurance requirements themselves. Insurers of CHDO's insurance policies shall be licensed to do business m the state of Texas by the Department of Insurance or be otherwise eligible and authorized to do business u� the state of Texas. Insurers sl�all be acceptable to City insofar as their financial strength and solvency and each such company shallhave a current rrrinimum A.M. Best Key Rating Guide rating of A: VII ar other equivalent msurance mdustry standard ratmg otherwise approved by City. Deductible limits on insurance policies shall not exceed $5,000.00 per occurrence unless otherwise approved by City. In the event there are any local, Federal or other regulatory insurance or bonding requirements for the project, and such requirements exceed those specified herein, the former shall prevail. CHDO shall require ils contractors to maintain applicable insurance coverages, limrts, and other requirements as those specif"ied herein; and, CHDO shall require �s contractors to provide CHDO with certificate(s) of insurance docwnenting such coverage. Also, CHDO shall require rts contractors to have City and CHDO endorsed as additional insured (as their mterest may appear) on their respective msurance policies. Directors and Officers Liability or Professional Liability coverage shall be in force and may be provided on a claims-made basis. This coverage may also be referred to as Management Liability, and shall protect the insured against claims arising out of alleged errors m judgment, breaches of duty and wrongful acts arising out of their management duties. Coverage shall protect not only the entity, but all past, present and future directors, officers, trustees, employees, volunteers and committee me mbe r s. Notwithstanding any provision in this Contract to the contrary, when applicable, CHDO shall complywith the requirements of2 CFR 200.310 and shall, at aminimum, provide the equivalent insurance coverage forreal property and equipment acquired or improved with HOME CHDO Operating Funds as providedto property owned by CHDO. 18. CERTIFICATION REGARDING LOBBYING. CHDO hereby certifies, to the best of its knowledge and belief, that: No Federal appropriated funds have been paid or wil be paid, by or on behalf of CHDO, to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an of�cer or employee of Congress inconnection with the awarding of any Federalcontract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement and the extension, CHDO OPERATING FLJNDS CONTRACT 2019-2020 Rev. 03/O1/2021 DevelopmentCorporationofTarrantCounty Page 26 continuation, renewal, amendment, or modification of any Federal contract, grant, loan or cooperative agreement. If any funds other than federally appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, member of Congress � connection with this Federal contract, grant, loan or cooperative agreement, CHDO shall complete and subin� Standard Form-LLL, `�isclosure Form to Report Lob ying;' in accardance with � instructions. 11� certification is a material representation of fact upon which reliance was placed when d� Contract was made ar entered �to. Submission of this certificate is a prerequisite for rrraking or entering mto this Contract imposed by 31 U.S.C. Section 1352. Any person who fails to fi� the required certification shall be subject to a civ�l penalty of not less than $10,000.00 and not more than $100,000.00 for each such failure. CHDO shall require that the language of this certification be included in all subcontracts or agreements �volving die expenditure of Federal funds. 19. RELIGIOUS ORGANIZATION. CHDO shall comply with all applicable requirements as more particularly described � 24 CFR Part 5.109. No portion of the HOME CHDO Operating Funds shall be used � support of any sectarian or religious activity. In addition, there must be no religious or membership criteria for clients of a HOME-funded service. 19.1. Separation of Explicitly Refigious Activities. CHDO retains �s independence and may continue to carry out �s mission, including the definition, development practice, and expression of �s religious beliefs, provided that � does not use HOME Funds to support or engage � any explicitly religious activities (including activities that u�volve overt religi�us content such as worship, religious instruction, or proselytization), or in any other manner prohibited by law. 19.2 Explicitly Refi�ious Activities. If CHDO engages m explicitly religious activities (including activities that involve overt refigious content such as worship, religi�us instruction, or proselytization), the explicitly refigious activities must be offered separately, m time or location, from the programs or activities supported by HOME Funds and participation must be voluntary for clients of a HOME-funded service. 20. BOYCOTTINGISRAEL PROHIBITED. If CHDO has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. CHDO acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verif"ication from the company that h: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to CHDO OPERATING FLJNDS CONTRACT 2019-2020 Rev. 03/O1/2021 DevelopmentCorporationofTarrantCounty Page 27 those terms in Section 808.001 of the Texas Government Code. By signing this Contract, CHDO certifies that CHDO's signature provides written verification to City that CHDO: (1) does not boycott Israel; and (2) will not boycott Israel during the term of this Contrac� 21. LITIGATION AND CLAIMS. CHDO shall give City immediate notice in writing of any action, including any proceed'mg before an adininistrative agency, filed against CHDO in conjunction with this Contract or the project. CHDO shall furnish immediately to City copies of allpertinent papers received by CHDO with respect to such action or claim. CHDO sl�all provide a notice to City wrtivn 10 days upon $ng under any bankruptcy ar fmancial insolvency provisian of law. 22. NOTICE. All notices required ar perniitted by tius Contract must be in writing and shall be effective upon receipt when (i) sent by U.S. Mail with proper postage, certified mail return receipt requested or by a nationally recognized overnight delivery service; and (ii) addressed to the other Party at the address set out below or at such other address as the receiving Party designates by proper notice to the send'mg Party. Citv: City Attorney's Office 200 Texas Street Fort Worth, TX 76102 Attention: Jo Ann Pate Telephone: 817-392-6259 Copy to: Neighborhood Services Department 200 Texas Street Fort Worth, TX 76102 Attention: Neighborhood Development Coordinator Te lephone : 817-3 92- 7540 CHDO: Development Corporation of Tarrant County 1509-B S. University Dr., Suite 208 Fort Worth, TX 76102 Attn: Charles Price, President Telephone: 817-870-9008 23. CHDO HAS LEGAL AUTHORITY TO ENTER INTO CONTRACT. CHDO represents that it possesses the legal authority, pursuant to any proper, appropriate and official motion, resolution or action passed or taken, to enter into this Contract and to perform the responsibilities herein required. CHDO OPERATING FLJNDS CONTRACT 2019-2020 Rev. 03/O1/2021 DevelopmentCorporationofTarrantCounty Page 28 24. COUNTERPARTS. This Contract may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument which may be sufficiently evidenced by one counterpart. 25. IMMIGRATION NATIONALITY ACT. CHDO shallverifythe identity andemployment eligibility of its employees whoperform work under this Agreement, including completing the Employment Eligibility Verification Farm (I-9). Uponrequestby City, CHDO sl�allprovide City with copies ofallI-9 forms and supporting eligibility documentation for each employee who performs work under this Agreemen� CHDO shall adhere to all Federaland State laws as wellas establish appropriate procedures and car�trols so that no services will be performed by any CHDO employee who is not �gally eligible to perform such services. CHDO SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY CHDO, CHDO'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to CHDO, shall have the right to immediately terminate tl� Agreement for vi�htions of this provision by CHDO. 26. ELECTRONIC SIGNATURES This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically insertedvia software such as Adobe Sign. [SIGNATURES APPEAR ON NEXT PAGE] CHDO OPERATING FLJNDS CONTRACT 2019-2020 Rev. 03/O1/2021 DevelopmentCorporationofTarrantCounty Page 29 IN WITNESS WHEREOF, the Parties have executed 3 duplicate originals of this Contract to be effective on the Effective Date. ATTEST: �,�`'` /� G'�` Crty Secretary M&C 20-0197 Dated 3/24/2020 Form 1295: 202a581741 RECOMMENDED BY: �%,-. ti %":� �� Fernando Costa, Assistant City Manager Date: May 11, 2021 Victor Turner, DirectorofNeighborhood Services APPROVED AS TO FORM AND LEGALITY: � � F<<� �,�, �� ��� Jo Ann Pate, Assistant City Attorney CITY OF FORT WORTH �� �cr�ardo COYa �May _, 202_ :��.0< �T) Y� DEVELOPMENT CORPORATION OF TARRANT COUNTY, a Texas nonprofrt corporation � �P By: -- — Charles Price, President Date: M ay 3, 2021 City of Fort Worth Agreement Compliance M anage r: By signing I acknowledge that I am the person responsible for the montoring and admmistration of ths contract, ncladmg ensuring all performance and reporting requirements. �� .^.ha;J Lu�oqne i.�'.a} 3, Zu2:� .1J.:5�'. :DT! Name: Chad LaRoque Title: Housmg Development Manager CFIDO OPERATINGFUNDS CONTRACT 2019-2020 DevelopmentCorporation ofTarrantCounty OFFICIAL RECORD CITY SECRETARY FT. VIIORTH, TX EXHIBITS: Exhibit "A" — CHDO Operating Expense Summary Exhibit "A-1" — 2019-2020 Total Operating Budget Exhibit "B" — Budget Exhibit "C" — Re imburs e me nt Sche dule Exhibit "D" — Audit Re quire me nts Exhibit "E" — Re imburs e me nt Forms Exhibit "F" —Documentation Standards CHDO OPERATINGFiJNDS CONTRACT 2019-2020 Rev. 03/O1/2021 DevelopmentCorporationofTarrantCounty Page 31 EXHIBIT "A" CHDO OPERATING EXPENSE SUMMARY DEVELOPMENT CORPORATION OF TARRANT COUNTY Capitalized terms not defined herein shall have meanings assigned to them in the Contract. DESCRIPTION: CHDO wil provide affordable housing production services under the terms, conditions, requirements and resperosibilities of the Contract. City w�l make available up to $45,000.00 of HOME CHDO Operating Funds for the sole purpose of assisting CHDO's efforts to develop and maintain �s staff and operational capacity. The HOME CHDO Operating Funds shall be used far the reasonable and necessary administrative and operational costs for CHDO consistent with 24 CFR 92.208, and wilbe restricted to the items listed inExhibit "B" — Budget. CHDO shall secure competent staff and take the necessary steps to implement an affordable housing program wrtl�in the terms of the Construction Contracts and tl� Contract. By accepting HOME CHDO Operating Funds, CHDO maintains that it currently has a contract with City for an elig�ble CHDO set-aside project or that � wil have a project commitment no later than 24 months from the date of tl� Contract. CHDO's FY 2019-2020 Operating Budget is attached as Exhibit "A-1" — FY 2019-2020 Total Operating Budget. SPECIFIC PURPOSE: CHDO w�1 use operating funds for the administrative and operational expenses necessary to operate the CHDO. PROGRAM GOALS: Provide for administration and operating activities related to the production of affordable housing for sale to low to moderate income households earning at or below 80% of AMI. CHDO Operating Contract—F�hibits Development Rev. 03/O1/2021 Corporation ofTarrant County Page 1 EXHIBIT "A-1" DEVELOPMENT CORPORATIDN OF TARRAlVT CDUNTY FY 2020 TOTAL OPERATING BUDGET Appro�ed by the Board of Directors 2/1/2020 REVENUES: �'�rant �or�tract Ir�corr�e Uper��tir}g grants Asset Management Fee �ther incame Rental Qperations General Contracting I nteresi I ncome �ther Grants �e�eloper Fee i�i��►�����►�:lll�.'� 1, 4 50, �00 2.s. oao 45.�0❑ ],450 604. �00 128.00� 57.a7] 95, �� i 98.00� 2, 6�3, 621 EICPENSES: PEft50NNEL SERVICES Er��playee 5olc�ries 29].500 Payroll Taxes 32,50� Employee Benefits 69.�0� 5ubtotal Personnel 5ervices 393,00� SUPPLIES ❑ffice Equiprr�ent anr� Supplies Postc�ge anci ❑eli�ery CQNTftACTUAE SERVICES E2er�t Ir�surance - D8.0 1 �eneral Lega I Fees Telephone i� Inferr�et Aur�if Accountin� 5ubto#al 5upplies 5ubtotal Contractual 5ervices �THER E]CPEN5E5 Program ex{�er}ses En�ergency Repair Auf o De�areciation R�nial Expenses Publicity/Marketing Friniing anc€ Reproduction Dues and Subs�ripfians Tra�e1�Canfer�nces Misc�llaneous Meefings Fees 5ubtotal �ther Expenses T�TAL ExPENSES NET REVENUE �ExPENSE] BEF�RE CHANGE IN RESERVE 7.25� ] , 100 8.350 �,�ao � �.�oo 24.575 3.45� 28.000 8, 500 88, 625 1.a.so.oao 7.500 1 a.250 7. S00 595.QOD z.Soo 2.�ao b, 50� 8.9Q0 a. Q00 7.25Q 1.90Q 2. 108.400 2.598.375 5. 24b C�IDO Operating Contra�t -E�ibits De�elopment Re�. 03/01/2021 Corporation ofTarrant County Page 2 EXHIBIT `B" BUDGET DEVELOPMENT CORPORATION OF TARRANT COUNTY HOME TCDC TOTAL CHDO TCDC Account Operating Grant Annual ANNUAL Funds Budget Operating OPERATING Budget Budget BUDGET PROGRAM PERSONNEL Salaries 2001 38,000 129,920 167,920 35,000 FICA 2002 Life Insurance 2003 Health Insurance 2004 Unemployment 2005 Worker's Compensation 2006 Retirement 2007 FACILITY AND UTILITIES Teleconununication Expenses, i.e., 5001 Telephone, Cell Phone, Internet Electric 5002 Gas 5003 Water and Wastewater 5004 Solid Waste Disposal 5005 Rent far Staff Of�ices (CHDO to 5006 furnish City copy of current lease) Rent for 5torage of Construction Materials (CHDO to furnish City copy 5007 of current lease) LEGAL, FINANCIAL, AND INSURANCE Insurance 6001 2,600 S,52S.93 11,128.93 2,600 Contract AccountinglAudit 6002 4,400 32,000 36,400 4,400 Legal Assistance 6003 OTHER EXPENSES 1,125,100 1,125,100 TOTAL ANNUAL OPERATING BUDGET 45,000 170,448.93 215,448.93 45,000 'Shaded cells are not eligible for reimbursement with HOME funds. CFIDO Operating Contract— E�ibits Development Rev. 03/O1/2021 Corporation of Tarrant County Page 3 EXHIBIT "C" REIMBURSEMENT SCHEDULE DEVELOPMENT CORPORATION OF TARRANT COUNTY Reimbursements w�1 be made on a quarterly basis in accordance with the schedule provided below. Payments wil be based on the ]me items � Exhibit "B" — Budget. CHDO must subin� Complete Documentation and Reimbursements Requests wrtl�ui 30 days of the end of the month for which payment is requested. For example, the Reimbursement Request for payment for December2019 should be received by January 31, 2020, unless waived by City in writing. The amounts listed below are estimates and may vary from month to month depending on the needs of the CHDO. Period Due Date Amount October—December2021 January 31, 2022 $11 250.00 Janua — March 2021 April 30, 2021 $11 250.00 A ril — June 2021 July 31, 2021 $11 250.00 Jul — Se tember 2021 October 31, 2021 $11 250.00 TOTAL $45 000.00 In the alternative, CHDO may submrt Reimbursement Requests, with City approval, which include mu�iple quarters of expenses. CHDO may also, with City approval, suUinh Reimbursement Requests more than 30 days from the deadlines shown above. CHDO Operating Contract—F�hibits Development Rev. 03/O1/2021 Corporation ofTarrant County Page 4 EXHIB IT "D" AUDIT REQUIREMENTS DEVELOPMENT CORPORATION OF TARRANT COUNTY CITY OF FORT NEIGHBORHOOD SERVICES DEPARTMENT AUDIT REQUIREMENTS Organizations expending $750,000 or more in federal awards (from City of Fort Worth and other funding sources) during their fiscal years shall obtain either an annual single audit or a program specific audi� Organizations may have a program specific audit in accordance with OMBCircular A-133, or other standard set forth in the Contract if applicable, if they expended funds for only one federal program as listed in the Catalog of Federal Domestic Assistance ("CFDA"). If funds are spent for more than one federal program, a single audit is required. The audited time period is the organization's fiscal year, and not the City of Fort Worth's funding period. The audit shall be conducted by a certified public accountant ("CPA") that is licensed at the time of the audit by the appropriate regulatory body. The CPA shall meet all of the general standards concerning qualifications, independence, due professional care and quality conirol as required by Government Auditing Standards, including the requirements for continuing professional education and external peer reviews. Auditor selection must adhere to federal procurement requirements. A separate supplementary schedule of revenues, expenditures and changes in fund balance for each City of Fort Worth contract is no longer required. The Schedule of E�enditures of Federal Awards should list City of Fort Worth 's contract numbers, the total expended for each individual federal program, and the CFDA number (OMB A-133 § .310). The independent auditor's report should include all of the relevant items listed on the "Audit Report Checklist." Additional guidance on the conduct and reporting of these audits is contained in the latest issuance of the following publications: Government Auditing Standards issued by the Comptroller General of the United States, 2003 OMB Circular A-133 as revised 6/30/97 and amended June 2003 OMB Circular A-133 Compliance Supplement AICPA's Statement of Position 98-3, "Audits of States, LocalGovernments, andNot-for-Profit Organizations Receiving FederalAwards" Various AICPA audit guides for nonprofits, colleges and universities and health and welfare organizations AICPA's Audit Risk Alert "State and Local Governmental Developments" Government Auditing Standards by the Texas Department of Housing and Community Affairs for PYoper�ties Receiving Low Income Housing Tax Credits All organizations that receive a City of Fort Worth award must submit the provided Audit Certification Form which certifies whether you are subject to asingle/program audit. Organizations receiving federal awards from the City of Fart Worth who are not required to have an audit shall certify m writing to the agency. The organization's Chief Executive Officer or Chief Financial Officer shall make the certification within 60 days of the end of the organization's fiscal year in the year that the project was completed. CHDO Operating Contract—F�hibits Development Rev. 03/O1/2021 Corporation ofTarrant County Page 5 The following �ems should be submitted to the C�y of Fort Worth Neighborhood Services Department w�hin the required timeframe: Due 60 days after organization's fiscal year end in the year that the project was completed: (required for all subrecipients) • Completed Audit Certification Form Due within the earlier of 30 days after receipt of the auditor's report or nine months after the end of the audit erp iod• • Two copies of the entire audit report issued by the CPA • Two copies of any management letter issued by the CPA in conjunction with the audit report • Two copies of management's comments on all findings, recommendations, & questioned cost� contained 'm the audit report and management letter, mcluding a detailed corrective action plan Failure to submit any of thes e items by the required due date may result in holds on current reimburs em�t requests, suspension of the organization's contract(s) and elig�ility for future fund'mg. If the organization does not meet the requirements of hauing a single/program audit conducted, records must still be kept auailable for review or audit by City of Fort Worth staff (OMS A-133 Subpart B Sec 200(d)). If additional information is needed concerning the audit requirements, please call (817) 392-6141. CFIDO Operating Contract—E�ibits Development Rev. 03/01/2021 Co rp oration of Tarrant County Pag e 6 EXHIB IT "D" AUDIT REQUIREMENTS DEVELOPMENT CORPORATION OF TARRANT COUNTY CITY OF FORT WORTH NEIGHBORHOOD SERVICES DEPARTMENT SINGLE AUDIT REPORT CHECKLIST The Department developed this checklist to help organizations improve the quality and completeness of audit reports. ❑ General Purpose or Basic Financial Statements of the Organization Opinion/Report on Organization's Financial Statements in accordance with GovernmentAuditing Standards ❑ Notes to the General Purpose or Basic Financial Statements of the Organization ❑ A Schedule of F�penditures of Federal Awards, including the Department's contract numbers, the total expended for the federalprogram, and the CFDAnumber (OMB A-133 Subpart C Sec 310). ❑ Opinion/Report on Schedule of Expenditures of Federal and State Awards ❑ Report on Compliance and on Internal Control Over Financial Reportin� Based on an Audit of Financial Statements Performed inAccordance With GovernmentAuditing Standards. (OMBA-133 § 505 (b)) ❑ Report on Compliance with Requirements Applicable to Each Major Program and Internal Control over Compliance in Accordance with OMB Circular A-133. (OMBA-133 § 505 (c)) ❑ Schedule ofFindin�s and Questioned Costs (OMB A-133 §. SOSd), including: Summary Schedule of Priar Audit Findings reporting the status of all findings included m the prior audit's schedule of findings and questioned costs. (OMBA-133 Sec. 315 (a) and (b)) ❑ Corrective Action Plan including (OMB A-133 Sec. 315 (c)) name of pexson responsible for the corrective action, corrective action planned, anticipated completion date, and explanation and reason �' auditee does not agree with findings orbelieves correction s not required. ❑ All reports are signed and dated by the auditor ❑ Two copies of the audit reports are submitted ❑ Two copies of the management letter, if issued in conjunction with the audit report. Two copies of comments by management concerning all findings and recommendations included iri management letter, includmg a corrective action plan. CHDO Operating Contract—F�hibits Development Rev. 03/O1/2021 Corporation ofTarrant County Page 7 EXHIBIT "D" AUDIT REQUIREMENTS DEVELOPMENT CORPORATION OF TARRANT COUNTY CITY OF FORT WORTH NEIGHBORHOOD SERVICES DEPARTMENT Audit Certification Form Subrecipient: FiscalYear Ending: / / Month Day Year ❑ We have exceeded the federal expenditure threshold of $750,000. We will have our Single Audit or Program Specific Audit completed and will submit the audit report within nine (9) months after the end of the audited fiscalyear. ❑ We did not exceed the $750,000 federal expenditure threshold required for a Single Audit or a Program Specific Audit to be performed this fiscal year. (Fill out schedule below) Federal Expenditure Disclosure Must be filled out if Single Audit or Program Audit is not required: Pass Through Federal Grantor Grantor Fed eral Exp enditure Dis clo sure Federal Funds Program Name & Contract CFDA Ntunber Number Total Federal Expenditures for this FiscalYear Printed Name Authorized Si gnature (Mu st b e CFO, CEO o r eq ui val ent) PhoneNumber Exnenditures Date Failure to submit this or a similar statement or failure to submit a completed single audit package as described in the audit requirements by the required due date will result in suspension of funding and will affect eligibility for future funding. Submitthisform totheCity ofFortWorth NeighborhoodServicesDepartmentwithin60daysaftertheendofyourFiscalyear $ TitLe (Must beCFO,CEO orequivalent) CHDO Operating Contract—F�hibits Development Rev. 03/O1/2021 Corporation ofTarrant County Page 8 EXHIB IT "E" REIMBURSEMENT FORMS DEVELOPMENT CORPORATION OF TARRANT COUNTY INVOICE Developer: Development Corporation of TarrantCounty Address: City, State,Zip: Project: 19-20 CHDO Operatin� Tax ID Number Phas e Number: Amo unt This Invoice Cumulative to Date $ $ CHDO Operating Contract—F�hibits Development Rev. 03/O1/2021 Corporation ofTarrant County Page 9 Attachment II EXPENDITURES WORKSHEET Developer: Development Corporation of Tarrant County CHDO Operating LINE CHECK EXPENSE DESCRIPTION BUDGET PAYEE AMOUNT NO. NO. LINE 1TEM (Itemi� each expense and attach invoices, receipts, cancelled checks, and other backup documentaGon to (From verify that the costs are directly attributable to the Project ExhibitB) and thatthe costs have actually been paid by Developer.) 1 2 3 4 5 6 7 8 9 10 TOTAL CHDO Operating Contract—F�hibits Development Rev. 03/O1/2021 Corporation ofTarrant County Page 10 EXHIB IT "F" STANDARDS FOR COMPLETE DOCUMENTATION DEVELOPMENT CORPORATION OF TARRANT COUNTY CHDO Operating Contract—F�hibits Development Rev. 03/O1/2021 Corporation ofTarrant County Page 11 CHDO Operating Contract Expenses � ��� 3��� � � ��w °' Q s E E `o a � � m � � ' a m c a °' v �° £ ° m o r 10 m � w ;; °� � cI N � �0 �•— N O .] O � 0 tN6 = � �i �, > Budget Line Items � a F U � w H r � o Employee Salaries and Benefits ISalaries I I X IX* I I I I Ta�s Insurance Insurance Disability I I I Insurance Unemployment I I I Payroll Ta�s Retirement - Prog ram Costs, 401 K, etc Professional Services Accounting X X X X Ser�ices Materials, Equipment, Goods and Supplies �OfficeSupplies � X � X � � � � X �OfficeEquipment � X � X � I I � X ruction & �g Materials and eaning Supplies :aching Aids aft Suppl i es bd Suppl i es an employ�e �nrorks solely with contract eligible clients and solely on contract eligible items, en the employQe s entire salary is eligible for reimbursement. Twice in each calendar y�ar, e client must submit a written statement �.erifying that the abo� conditions are still true. The atement must also be signedbe aperson authorized tosignon behalf ofthe agency. an employee works on a�ariety of programs, orwvrl6 with a mi#ure ofcontract eligible cti�ties and non-eligible acti�ities, then the City will only reimburse for a reasonable portion f the employ�e's salary. Each reimbursement request must include not only the employ�e's mesheet, but also a wnrk log brealang out the employ�e's time by project or acti�ty. For mployees paid with multiple funding sources, timesheets must reflect all funding sources. If eparate timesheets are I�pt for each funding source, all such timesheets must be submitted � Ciry. employ�es are paid by direct deposit rather than check then the agency must submit both : direct deposit payment companys report (such as an ADT report) and a bank statement check showing payment to the direct deposit company. If the Citypays grass salary, this is already included. If the City pays the employar portion of payroll ta�s, then the employer must show a calculation and documentation of how the inwiced amount was calculated and include documentation showing payment. Mustshow acalculation and documentation of howthe inwiced arraunt was calculated and ether it is included in gross employee salary amount, must include an inwice from the insurer, and must include dxumentation showing payment. Mustshow acalculation and documentation of howthe inwiced arraunt was calculated and ether it is included in grass employee salary amount, must include an inwice from the insurer, and must include documentation showing payrnent. Must show a calculation and documentation of how the inwiced amount was calculated and ether it is included in grass employee salary amount, must include an inwice from the insurer, and must include documentation showing payrrient. Ifthe Citypays gross salary, this is alreadyincluded. If the City pays the employQr portion, hen t he empl o yer must show a cal c ulati on and docu me ntati on of how th e i nwi ced a mo unt s calculated, and must includedocumentation showing payment. Mustshow acalculation and documentation of howthe inwiced amount was calculated and ether it is included ingross employee salary amount, must include documentation showing payment, and prior to the f rst reimbursement, must include the personnel policy regarding retirement benefts. If an audit is required becausefederal funds e�eed $500,000, then the cost should be split e�nly by all federal funding sources. If accounting ser�ices are contracted, the costs of the ser�ice should be appropriately cost allocated across funding sources and/or programs, and documentation of the cost allocation pro�nded to the City. agency should maintain information regarding mailouts. Iftheagency has a Pitney Bowes iine or IikE postage machine, the records of that machine must be on file. Lil�wise, if is categorized by pa�mient source, then those records must be on fle. For large �uts, the agency should keep a copy of the letter and a list of all addressees. category is only available for REACH. CHDO Operating Contract—F�hibits Development Rev. 03/O1/2021 Corporation ofTarrant County Page 12 IMileage* I * Reimbursement baclvp for mileage includes a mileage log which will include the date of the trip, destination of the trip, and purpose of the trip. The City reimburses mileage at the lower o the agencJs rate or the IRS rate. Rent, Utilities and Maintenance -Ifthe following e�ensesare paidfora facilitythatisused forotherpurposesbesidesthe contract program, thenthe billsmust be split based uponthe square footageattributableto the contractprogram. Thisbreakout must be agreed to by City priorto thefirst reimbursement of rentor utilities. Also, ifany otherfunding source paysfora portion ofthe expense, men each invoice should indicate which portionsare to be paid by which source. ITelephone I X I X I I I I I �Gas � X � X � � � � � �WaterM/astewater I X I X � I I I I �Electric � X � X � � � � ISolid Waste X X I Disposal IFacility X X I X Maintenance and Repairs �Custodial Ser�ices � X � X � � � � �If ser�ices are pro�ded per a contract, agency will pro�ide contract instead of inwices. IRent I I X I I I X I I Miscellaneous IContract Labor I I X I I X I I X I Insurance and/or X X Must pro�ide certifcates of insurance with current dates, or acopy of performance bond as Performance Bond applicable. Reauired Under the or X X I X Must pro�de documentation of conference or training attended, such as a copy of conference agenda, hotel reservation, airline itinerary, etc. Only required tra�,el and conference or educational fees (no food e�enses) will be reimbursed. CHDO Operating Contract—F�hibits Development Rev. 03/O1/2021 Corporation ofTarrant County Page 13 City of Fort Worth, Mayor and Texas Council Communication DATE: 03/24/20 M&C FILE NUMBER: M&C 20-0197 LOG NAME: 19ASH CRESCENT NEIGHBORHOOD INFILL SUBJECT Authorize Expenditure of HOME Investment Partnerships Program Grant Funds in the amount of $399,448.00 to Development Corporation of Tarrant County, a certified Community Housing Development Organization in the Form of a Subordinate Forgivable Loan for Development of Four Single Family Houses in the Ash Crescent Neighborhood and Authorize Execution of Related Contracts (COUNCIL DISTRICT 8) RECOMMENDATION: It is recommended that the City Council: 1. Authorize the City Manager, or his designee, to substitute current and prior funding years in order to meet commitment, disbursement and expenditure deadlines for grants from the United States Department of Housing and Urban Development; 2. Authorize the expenditure of $399,448.00 in HOME Investment Partnerships Program grant funds to Development Corporation of Tarrant County in the form of a subordinate forgivable loan for the Ash Crescent Neighborhood Single Family Infill Development; 3. Authorize the City Manager, or his designee, to execute a contract with Development Corporation of Tarrant County in the total amount of $399,448.00 for the development for a three year term beginning on the date of execution of the contract; 4. Authorize the City Manager, or his designee, to execute all related contracts or other documents necessary for lending activities; 5. Authorize the City Manager, or his designee, to extend the contract for the HOME funds for two one-year extensions if such extensions are necessary for completion of the development, and to extend the other contracts for lending activities as necessary for completion of the development; and 6. Authorize the City Manager, or his designee, to amend the contracts if necessary to achieve project goals provided that the amendments are within scope of the project and in compliance with City policies and applicable laws and regulations governing the use of federal grant funds. DISCUSSION: On August 6, 2019, the City Council approved the City's 2019-2020 Action Plan for submission to the United States Housing and Urban Development Department (HUD), which included $399,448.00 in HOME Investment Partnerships Program (HOME) grant funds to Development Corporation of Tarrant County (DCTC) for the Ash Crescent Neighborhood Single Family Infill Development (M&C 19-0016). HUD requires the City to set aside 15 percent of its allocation of HOME funds for Community Development Housing Organizations (CHDO) activities. DCTC is an experienced single family affordable housing developer and certified by the City as a CHDO. DCTC plans to develop four approximately 1,700 square foot, three-bedroom, two-bath, two-car garage single family houses on Ash Crescent Street. The houses will be sold to individuals or families that earn 80 percent or less of the Area Median Income as determined by the U.S. Department of Housing and Urban Development (HUD). Buyers must meet all HOME program requirements, including applying for and receiving at least $1,000 in down payment and/or closing cost assistance from the City's Homebuyer Assistance Program (HAP) and occupying the houses as their primary residences for the designated affordability period. On February 4, 2020, the Fort Worth Housing Finance Corporation approved the sale of four of its vacant lots in the Ash Crescent Neighborhood to DCTC for the project. Staff recommends execution of a contract with Development Corporation of Tarrant County for a subordinate forgivable loan of CHDO HOME funds in the amount of $399,448.00 for the development of the Ash Crescent Neighborhood Single Family Infill Development on the following terms and conditions: HOME Contract and HOME Loan Terms: 1. 2. 3. 4. 5. 6. 7. 8. F'7 Construction must begin within six months of date of Contract execution; Loan term to commence on execution of the loan documents; Three year term for HOME contract and HOME loan; First lien commercial construction loan terms must be acceptable to City; HOME loan will be subordinate only to first lien commercial construction loan; Borrower's performance of the terms of the HOME contract and HOME loan will be secured by a deed of trust; Payment of HOME loan will only be required if Borrower fails to fulfill the HOME requirements in the contract and the terms of the HOME loan; DCTC will be paid a15 percent developer fee and will retain the net sales proceeds from the houses to be used to construct at least one additional affordable house to be sold to a HOME-eligible buyer; and, Houses must be sold to HOME-eligible buyers who qualify for a HAP loan of at least $1,000.00. The expenditure of HOME fund is conditioned upon the followin� 1. Satisfactory underwriting in accordance with federal guidance for use of HOME funds and City policies for funding of HOME units; 2. Satisfactory completion of an environmental review, pursuant to 24 CFR Part 58; 3. Receipt of authorization to use grant funds from HUD; and, 4. Closing on all other financing for the project. The purpose of this project is to benefit low and very low-income citizens by providing them with affordable housing. This project will assist the City in meeting its CHDO commitment and expenditure goals with HUD. A public comment period on the use of these HOME funds was held from July 1, 2019 to July 31, 2019. Any comments are maintained by the Neighborhood Services Department in accordance with federal regulations. The Action Plan funding year may vary and be substituted in order to expend the oldest grant funds first. This project is located in COUNCIL DISTRICT 8 FISCAL INFORMATION / CERTIFICATION: The Director of Finance certifies that upon approval of the above recommendations and execution of the agreement, funds will be available in the current operating budget, as appropriated, of the Grants Operating Federal Fund. This is a reimbursement grant. The Neighborhood Services Department is responsible for requesting all reimbursements and will verify funding availability prior to incurring any expense. Submitted for City Manager's Office b� Fernando Costa 6122 Originating Business Unit Head: Victor Turner 8187 Additional Information Contact: Chad LaRoque 2661 Leticia Rodriguez 7319