HomeMy WebLinkAboutContract 59243CSC No. 59243
STATE OF TEXAS §
COUNTY OF TARRANT §
AMERICAN RESCUE PLAN ACT AGREEMENT BETWEEN THE CITY OF FORT
WORTH, TEXAS AND THE HOUSING AUTHORITY OF THE CITY OF FORT WORTH,
TEXAS
This contract ("Contract") is made and entered into by and between the City of Fort Worth
(hereafter "City") and the Housing Authority of the City of Fort Worth, Texas doing business as
Fort Worth Housing Solutions (hereafter "FWHS"), a Texas Housing Authority established under
Chapter 392 of the Texas Local Government Code. City and FWHS maybe referred to individually
as a "Party" and jointly as "the Parties".
The Parties state as follows:
WHEREAS, City received $173,745,090.00 for allowable expenses from the United States
Department of the Treasury through the Coronavirus State and Local Fiscal Recovery Funds
("SLFRF") Program, a part of the American Rescue Plan Act ("ARPA"), to state, local, and Tribal
governments across the country to support their response to and recovery from the COVID-19
public health emergency;
WHEREAS, the SLFRF Program provides governments across the country with resources
needed to fight the pandemic and support families and businesses struggling with its public health
and economic impacts, to maintain vital public services, even amid declines in revenue resulting
from the crisis and to build a strong, resilient, and equitable recovery by making investments that
support long-term growth and opportunity;
WHEREAS, the use of ARPA Funds for the provision of government services to the extent
of the reduction in revenue due to the COVID-19 public health emergency relative to revenues
collected in the most recent full fiscal year prior to the emergency is an eligible use of ARPA
Funds;
WHEREAS, "government services" generally includes any service that is traditionally
provided by the City and broadly include pay -go spending for building of new infrastructure as
part of the general provision of government services under the Social Security Action, Title VI,
Section 602(c)(1)(C) or 603(c)(1)(C);
WHEREAS, the City of Fort Worth and the Housing Authority of the City of Fort Worth,
Texas doing business as Fort Worth Housing Solutions ("FWHS") were co -applicants for a federal
Choice Neighborhood Initiatives ("CNI") grant;
WHEREAS, The City and FWHS were awarded a $35 million CNI grant in spring of 2020
to be used over six phases of development through 2026;
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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WHEREAS, as part of the first phase of development, FWHS, through an affiliate acting
as general partner of a limited partnership, proposed building a 174-unit affordable senior
development to be known as the Cowan Place Apartments and will use a portion of the CNI grant
funds among various other funding sources;
WHEREAS, the City used various funding sources to help fund the development,
construction and operation of the Cowan Place Apartments;
WHEREAS, the City will continue to fund affordable housing developments in each of the
six phases of the CNI redevelopment process;
WHEREAS, City residents and the City Council have determined that the development of
quality, accessible, affordable housing is needed for moderate, low, and very low-income City
residents, and the City has funded affordable housing initiatives for over a decade;
WHEREAS, in addition to affordable housing, infrastructure improvement, social
programming, and other necessary improvements will occur in the CNI redevelopment area;
WHEREAS, the City earmarked a total of $400,000.00 of the awarded ARPA Funds for
right of way infrastructure improvements to underground power lines on East Rosedale between
Amanda Avenue and Stalcup Road, which is in the larger CNI redevelopment area; and
WHEREAS, City residents and the City Council have determined that the right of way
infrastructure improvements to underground power lines on East Rosedale between Amanda
Avenue and Stalcup Road in conjunction with the Cowan Place development are a government
services that is necessary to further the greater revitalization efforts in disproportionately impacted
communities, such as the CNI redevelopment area.
NOW, THEREFORE, in consideration of the mutual covenants and obligations and
responsibilities contained herein, including all exhibits and attachments, and subject to the terms
and conditions hereinafter stated, the Parties understand and agree as follows:
1. INCORPORATION OF RECITALS.
City and FWHS 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 addition to terms defined in the body of this Contract, the terms set forth below shall
have the definitions ascribed to them as follows:
ARPA means American Rescue Plan Act.
ARPA Funds means the ARPA funds granted by City to FWHS under the terms of this
Contract.
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ARPA Regulations means regulations found at 31 CFR Part 35 and Social Security Act, Title
VI-Coronavirus Relief, Fiscal Recovery, and Critical Capital Projects Funds.
Business Diversity Enterprise Ordinance or BDE means the City's Business Diversity
Ordinance, Ordinance No. 25165-10-2021, as may be amended from time to time.
Complete Documentation means the following documentation as applicable:
Attachments I and II of Exhibit "F", with supporting documentation as follows:
a. Proof of expense: invoices, service contracts, expenses based on work completed
and costs actually incurred or other documentation showing the nature of the cost
and that payment was due and paid by FWHS.
b. Proof of payment: cancelled checks, bank statements, or wire transfers necessary
to demonstrate that amounts due and paid by FWHS.
2. Other documentation: (i) final lien releases signed by the general contractor,
subrecipients, or subcontractors, if applicable; (ii) copies of all City permits and City -
issued "pass" inspections for such work; (iii) documentation to show compliance with BDE
or DBE bidding process for procurement or Contract activities, as applicable; (iv) proof of
contractor, subrecipients, subcontractor and vendor eligibility as described in Section 6.6;
and (v) any other documents or records reasonably necessary to verify costs spent for the
project.
3. Complete Documentation shall meet the standards described in Exhibit "J" — Standards
for Complete Documentation.
Completion means the substantial completion of the Required Improvements as evidenced by a
Neighborhood Services Department inspection or Transportation and Public Works Department
inspection, HUD Compliance Inspection Report and any other applicable final inspection
approvals from the City showing that the Required Improvements have met City requirements.
Completion Deadline means June 30, 2024.
DBE means disadvantaged business enterprise in accordance with 49 CFR Part 26.
Director means the Director of the Neighborhood Services Department or their designee.
Effective Date means the date of the last of the Parties to sign as indicated on the signature page.
Neighborhood Services Department means the City's Neighborhood Services Department.
Reimbursement Request means all reports and other documentation described in Section 9.
Required Improvements or the Project means all the right of way infrastructure improvements,
as described in the attached Exhibit "A" - Project Summary and Scope of Work.
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3. TERM.
3.1 Term of Contract.
The term of this Contract commences on the Effective Date and shall end at the earlier of
(i) the completion deadline or (ii) following completion of the Project and submission of items
required by this Contract and all provisions relating to completion of the Required Improvements.
3.2 Extension of Contract.
This provisions in this Contract relating to completion of the Required Improvements may
be extended for 1 one-year extensions upon FWHS's submitting a request for an extension in
writing at least 60 days prior to the Completion Deadline, or the end of the first one-year extension.
The one-year extension request shall include the reasons for the extension, FWHS's anticipated
budget, construction schedule and goals for the additional time. It is specifically understood that
it is within City's reasonable discretion whether to approve or deny FWHS's request for a one-
year extension to complete the Required Improvements. Any such extension shall be in the form
of an amendment to this Contract. It shall be an event of default under this contract if the Required
Improvements are not completed within the time period required herein, including any extensions.
4. DUTIES AND RESPONSIBILITIES OF CITY.
4.1. Provide ARPA Funds.
City shall provide up to $400,000.00 of ARPA Funds to FWHS under the terms and
conditions of this Contract.
4.2 City Monitor.
City will monitor the activities and performance of FWHS and any of their contractors,
subrecipients, subcontractors or vendors throughout the Performance Period, but no less than
annually. Monitoring by City will include monitoring whether FWHS is complying with the
ARPA Regulations and the City Requirements.
5. DUTIES AND RESPONSIBILITIES OF FWHS.
5.1 Construction of Required Improvements.
FWHS will complete or caused to be completed the Required Improvements as
described in Exhibit "A" — Project Summary and Scope of Work in accordance with the
Plans, the schedule set forth in Exhibit "C" — Construction and Reimbursement Schedule,
and the terms and conditions of this Contract. Reimbursement shall be made even if all or a part
of the Required Improvements are constructed prior to the Effective Date of this Contract.
5.1.1 Written Cost Estimates, Construction Contracts and Construction
Documents.
FWHS shall submit to City any written cost estimates, construction contracts and
construction documents (collectively, the "Construction Documents") which will be prepared by
FWHS to show the work to be undertaken for the Required Improvements in sufficient detail that
City can perform all required inspections. City shall review and approve written cost estimates for
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the construction of the Required Improvements to determine that such costs are reasonable prior
to the commencement of construction. In the event City in its reasonable discretion determines
that such costs are unreasonable, FWHS shall cause the revision of said costs estimates to City's
satisfaction.
5.2 Use of ARPA Funds.
5.2.1. Compliance with ARPA Regulations and Contract.
FWHS shall be reimbursed for eligible Project costs with ARPA Funds only if City
determines in its sole discretion that:
5.2.1.1 Costs are eligible expenditures in accordance with ARPA Regulations.
5.2.1.2 Costs are in compliance with this Contract and are reasonable and
consistent with industry norms.
5.2.1.3 Complete Documentation, as applicable, is submitted to City by FWHS.
5.2.2 Budget.
FWHS agrees that ARPA Funds will be paid on a reimbursement basis in accordance with
Exhibit `B" — Budget and Exhibit "C" — Construction and Reimbursement Schedule. FWHS
may increase or decrease line item amounts in the Budget with the Director's prior written
approval, which approval shall be in the Director's sole discretion. Any such increase or decrease
in line items in the Budget shall comply with Section 5.2.1, Exhibit "A" — Project Summary
and Scope of Work, and shall not increase the total amount of ARPA Funds.
5.2.3 Change in Project Budget.
5.2.3.1 FWHS will notify City promptly of any additional funds it or any of its
subcontractors or subrecipients receive for the development or operation
of the Project, and City reserves the right to amend this Contract in such
instances to ensure compliance with HUD regulations governing cost
allocation.
5.2.3.2 FWHS agrees to utilize the ARPA Funds to supplement rather than
supplant funds otherwise available for the Project.
5.3 Payment of ARPA Funds to FWHS and Repayment.
5.3.1 ARPA Funds will be reimbursed to FWHS within thirty (30) days of the City's
approval of Reimbursement Requests including submission of Complete Documentation to City
in compliance with Section 9. It is expressly agreed by the Parties that any ARPA Funds not
reimbursed to FWHS shall remain with City.
5.3.2 The ARPA Funds are not subject to repayment so long as FWHS has complied with
all City requirements, state and federal laws, all federal regulations, including ARPA Regulations,
all local ordinances, and this Contract.
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5.4 Identify Proiect Expenses Paid with ARPA Funds.
FWHS agrees to keep accounts and records in such a manner that City may readily identify
and account for project expenses reimbursed with ARPA Funds. These records shall be made
available to City for audit purposes and shall be retained as required hereunder.
5.5 Acknowledgement of City Payment of ARPA Funds.
Within 90 days of Completion, FWHS shall sign an acknowledgement that City has paid
all ARPA Funds due under this Contract, or shall deliver a document executed by an officer of
FWHS identifying all or any portion of the ARPA Funds that City has not been paid to FWHS.
Once City has met all of its obligations for payment of ARPA Funds hereunder, an officer of
FWHS shall sign an acknowledgement of same.
5.6 Intentionally Omitted.
5.7 Proiect Subcontracts.
5.7.1 FWHS acknowledges and agrees that it, nor any of its subcontractors or
subrecipients, shall enter into a subcontract with another agency, contractor, or vendor for any part
of the Project that will be paid with ARPA Funds without City's prior written consent.
5.7.2 FWHS shall ensure that any contractual documents with any subcontractor
or subrecipient of the ARPA funds shall include the provisions of this contract that relate to ARPA
regulation and compliance, City regulations and compliance, default and remedies upon default,
indemnity, notice, repayment, audit, insurance, and all other obligations included herein, adapted
as necessary and approved by City.
5.8 ARPA Regulations and City Requirements.
FWHS shall comply with the ARPA Regulations and City Requirements.
6. CONSTRUCTION.
6.1. Construction Schedule.
FWHS shall construct or cause to be constructed the Required Improvements in accordance
with the schedule set forth in the attached Exhibit "C" — Construction and Reimbursement
Schedule. FWHS's failure to meet the Construction Schedule (as it may be modified in
accordance with Section 14.19) or the Completion Deadline shall be an event of default under
this contract. Subject to Section 14.19, FWHS may not change the Construction Schedule
without the Director's prior written approval, which approval shall be in the Director's reasonable
discretion.
6.1.1 Construction Inspections.
The construction of the Required Improvements must pass a Neighborhood Services
Department Minimal Acceptable Standard Inspection along with any applicable City final
inspection approval at the completion of construction of the Required Improvements.
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6.2 Applicable Laws, Building Codes and Ordinances.
The Plans for the Required Improvements shall (i) conform to all applicable federal, state,
City and local laws, ordinances, codes, rules and regulations, including the ARPA Regulations,
and (ii) meet all City building codes.
6.3 Approval of Plans by City Not Release of Responsibility.
Approval of the Plans by City shall not constitute or be deemed (i) to be a release of the
responsibility or liability of FWHS or any of its subrecipients, architects, contractors,
subrecipients, or subcontractors, or their respective officers, agents, employees and lower tier
subcontractors, for the accuracy or the competency of the Plans, including, but not limited to, any
related investigations, surveys, designs, working drawings and specifications or other related
documents; or (ii) an assumption of any responsibility or liability by City for any negligent act,
error or omission in the conduct or preparation of any investigation, surveys, designs, working
drawings and specifications or other related documents by FWHS or any of their architects,
contractors, subrecipients, or subcontractors, and their respective officers, agents, employees and
lower tier subcontractors.
6.4 Contractor, Vendor, Subrecipient, and Subcontractor Requirements.
FWHS shall to use commercially reasonable efforts to ensure that all subcontractors or
subrecipients of the ARPA funds utilized for the construction of the Required Improvements are
appropriately licensed and such licenses are maintained throughout the construction of the
Required Improvements. FWHS shall require all subrecipients, subcontractors, or vendors in the
construction of the Required Improvements are not debarred or suspended from performing the
contractor's, subcontractor's or vendor's work by the City, the State of Texas, or the Federal
government. FWHS understands and acknowledges that 24 CFR Part 85.35 forbids FWHS
from hiring or continuing to employ any contractor, subcontractor or vendor that is listed
on the Federal Excluded Parties List System for Award Management, www.sam.gov
("SAM"). FWHS shall confirm by search of SAM that all contractors, subrecipients,
subcontractors or vendors are not listed as being debarred, both prior to hiring and prior to
submitting a Reimbursement Request which includes invoices from any such contractor,
subrecipients, subcontractor or vendor. Failure to submit such proofs of search shall be an
event of default. In the event that City determines that any contractor, subrecipient, subcontractor
or vendor has been debarred, suspended, or is not properly licensed, FWHS shall immediately
cause such contractor, subrecipients, subcontractor or vendor to stop work on the Required
Improvements and shall not be reimbursed for any work performed by such contractor,
subrecipient, subcontractor or vendor. However, this Section should not be construed to be an
assumption of any responsibility or liability by City for the determination of the legitimacy,
quality, ability, or good standing of any contractor, subrecipient, subcontractor or vendor. FWHS
acknowledges that the provisions of this Section pertaining to SAM shall survive the
termination of this Contract and be applicable for the length of the Performance Period.
6.5 Furnish Complete Set of "As Built" Plans.
FWHS acknowledges and agrees to furnish City a complete set of "as built" plans for the
Required Improvements at completion of construction after all final approvals have been obtained.
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7. ADDITIONAL REQUIREMENTS.
FWHS understands and agrees to comply with all requirements of the ARPA Program as
stated in the ARPA Regulations, including but not limited to the following:
7.1 Intentionally Omitted.
7.2 Intentionally Omitted.
7.3 Intentionally Omitted.
7.4 Intentionally Omitted.
7.5 Intentionally Omitted.
7.6 Intentionally Omitted.
7.7 FWHS Procurement Standards.
FWHS shall comply, if applicable, and shall require all recipients of the ARPA Funds to
comply with all applicable federal, state and local laws, regulations, and ordinances for making
procurements under this Contract. In addition to the conflict of interest provisions in Section
14.13.2 FWHS shall establish written procurement procedures to ensure that materials and services
are obtained in a cost-effective manner and that provides for full and open competition. When
procuring materials and services for this Contract, FWHS shall comply at a minimum with the
procurement standards in 2 CFR Part 200.317 through Part 200.326.
7.7.1 Contracts in excess of $10,000.00 made by FWHS or any subrecipient using ARPA
Funds must address termination for cause and convenience including the manner by which such
termination shall be effected and the basis for settlement of the terminated contract, if any, as
required by Appendix II (B), 2 CFR Part 200.
7.7.2 FWHS shall not make any contract with parties listed on the government wide
System for Award Management, www.sam.gov ("SAM"). FWHS shall require by search of
SAM that all contractors paid with ARPA 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 event of default.
7.8 Cost Principles/Cost Reasonableness.
The eligibility of costs incurred for performance rendered shall be determined in
accordance 2 CFR Part 200.402 through 2 CFR Part 200.405, as applicable, regarding cost
reasonableness and allocability.
7.9 Financial Management Standards.
FWHS agrees to comply with 2 CFR Part 200, as applicable. FWHS also agrees to adhere
to the accounting principles and procedures required therein, utilize adequate internal controls, and
maintain necessary supporting and back-up documentation for all costs incurred in accordance
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with 2 CFR Part 200.302 and Part 200.303.
7.10 Uniform Administrative Requirements, Cost Principles, and Audit
Requirements.
FWHS shall comply with the Uniform Administrative Requirements, Cost 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.
7.11 Compliance with FFATA and Whistleblower Protections.
FWHS shall provide City with all necessary information for City to comply with the
requirements of 2 CFR 300(b), including provisions of the Federal Funding Accountability and
Transparency Act ("FFATA") governing 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.
7.11.1 FWHS shall provide City its DUNS number prior to the payment of any
Reimbursement Requests.
7.12 Internal Controls.
In compliance with the requirements of 2 CFR Part 200.303, FWHS shall:
7.12.1 Establish and maintain effective internal controls that provide reasonable assurance
that FWHS is ensuring the work that is being reimbursed using ARPA Funds is being performed
in compliance with federal statutes, regulations, and the terms and conditions of this Contract.
These internal controls shall comply with guidance in "Standards for Internal Control in the
Federal Government" issued by the Comptroller General of the United States or the "Internal
Control Integrated Framework" issued by the Committee of Sponsoring Organizations of the
Treadway Commission ("COSO");
7.12.2 Comply with federal statutes, regulations, and the terms and conditions of this
Contract;
7.12.3 Evaluate and monitor any and all subcontractors' or subrecipients' of the ARPA
Funds compliance with statutes, regulations and the terms and conditions of this Contract;
7.12.4 Take prompt action when instances of noncompliance are identified including
noncompliance identified in audit findings; and
7.12.5 Take reasonable measures to safeguard protected personally identifiable
information and other information that City designates as sensitive or FWHS considers sensitive
consistent with applicable federal, state, local and tribal laws regarding privacy and obligations of
confidentiality.
7.13 Copyrii!ht 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 FWHS or any subcontractor or
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subrecipient of the ARPA Funds. City shall possess all rights to invention or discovery, as well as
rights in data which may arise as a result of FWHS or any subcontractor's or subrecipient's
performance under this Contract.
7.14 Terms Applicable to Contractors, Subcontractors, Subrecipients and
Vendors.
FWHS understands and agrees that all terms of this Contract, whether regulatory or
otherwise, shall apply to each contract, loan, or other documents related to the transfer, payment,
or loan of the ARPA Funds, any and all contractors, subcontractors, subrecipients, and vendors of
FWHS which are in any way paid with ARPA Funds or who perform any work in connection with
the Project. FWHS shall cause all applicable provisions of this Contract to be included in and
made a part of any contract or subcontract executed in the performance of its obligations hereunder,
including its obligations regarding the performance requirements, City requirements listed herein,
and the ARPA Regulations (collectively the "Obligations"). FWHS shall monitor the services and
work performed by its contractors, subrecipients, subcontractors and vendors on a regular basis
for compliance with the Obligations. FWHS shall be responsible and obligated to cure all
violations of the Obligations committed by its contractors, subcontractors, subrecipients, or
vendors. City maintains the right to insist on FWHS's full compliance with the terms of the
Obligations and FWHS shall be responsible for such compliance regardless of whether actions to
fulfill the Obligations are taken by FWHS or by FWHS' contractors, subcontractors, subrecipients,
or vendors. FWHS acknowledges that the provisions of this Section shall survive the earlier
termination or expiration of this Contract and be applicable for the length of the
Performance Period.
7.15 Payment and Performance Bonds.
FWHS shall furnish City with payment and performance bonds in the total amount of the
construction cost in accordance with the requirement of 2 CFR Part 200.325. At City's discretion
other forms of assurance, may be acceptable so long as such assurance meets the requirements of
the ARPA Regulations.
7.16 Conflict of Interest Disclosure.
In accordance with the requirements of Section 14.13.2.1 and 14.13.4, FWHS shall
establish conflict of interest policies for federal awards. FWHS shall disclose to City in writing
any potential conflict of interest.
7.17 Intentionally Omitted.
8. RECORD KEEPING, REPORTING AND DOCUMENTATION
REQUIREMENTS; AUDIT.
8.1 Record Keeping.
FWHS shall maintain a record -keeping system as part of its performance of this Contract
and shall promptly provide City with copies of any document City deems necessary for the
effective fulfillment of City's monitoring and evaluation responsibilities. Specifically, FWHS will
keep or cause to be kept an accurate record of all actions taken and all funds spent, with supporting
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and back-up documentation. FWHS will maintain all records and documentation related to this
Contract for 5 years after the termination or expiration of the Contract, whichever is later ("Access
Period"). If any claim, litigation, or audit is initiated related to this Contract or the Project before
the expiration of the 5-year period, the records must be retained until all such claims, litigation or
audits have been resolved.
8.1.2 Access to Records.
City will have full access to, and the right to examine, audit, excerpt and/or transcribe any
of FWHS's records pertaining to all matters covered by this Contract throughout the Access
Period. Such access shall be during regular business hours and upon at least 48 hours' prior notice.
8.2 Reports.
FWHS shall submit to City or cause to be submitted to City, all reports and documentation
described in this Contract in such form as City may prescribe, which may also include a final
performance and/or final financial report if required by City at the termination of this Contract in
such form and within such times as City may prescribe. Failure to submit or to cause submission
any report or documentation to City required by this Contract shall be an event of default
and City may exercise all of it remedies for default under this Contract. City shall not exercise
its rights hereunder for default until its gives FWHS 45 days' notice of such failure and FWHS has
failed to cure such default.
8.2.1 Additional Information.
FWHS shall provide City with additional information as may be required to substantiate
ARPA activities and/or expenditure eligibility.
8.3 Change in Reporting Requirements and Forms.
City retains the right to change reporting requirements and forms at its reasonable
discretion. City will notify FWHS in 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, if
necessary.
8.4 City Reserves the Right to Audit.
City reserves the right and FWHS agrees for City to perform an audit of FWHS' project
operations and finances at any time during the term of the Access Period, if City determines that
such audit is necessary for City's compliance with the ARPA Regulations or other City policies.
FWHS further agrees to allow access to all pertinent materials as described herein. If such audit
reveals a questioned practice or expenditure, FWHS shall require that such questions must be
resolved within 15 Business Days after notice to FWHS of such questioned practice or expenditure.
If questions are not resolved within this period, City reserves the right to withhold further funding
under this Contract. IF AS A RESULT OF ANY AUDIT IT IS DETERMINED THAT FWHS
OR ANY SUBCONTRACTOR, SUBRECIPIENT, OR VENDOR OF FWHS HAS
FALSIFIED ANY DOCUMENTATION OR MISUSED, MISAPPLIED OR
MISAPPROPRIATED ARPA FUNDS OR SPENT ARPA FUNDS ON ANY INELIGIBLE
ACTIVITIES, FWHS AGREES TO REIMBURSE CITY THE AMOUNT OF SUCH
MONIES.
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8.4.1 Entities that Expend $750,000 or more in Federal Funds Per Year.
All non-federal entities that expend $750,000 or more in federal funds within I year,
regardless of the source of the federal award, must submit to City an annual audit prepared in
accordance with specific reference to 2 CFR Part 200.501 through Part 200.521. If applicable, the
audit shall cover FWHS's fiscal years during which this Contract is in force. The audit must be
prepared by an independent certified public accountant, be completed within 6 months following
the end of the period being audited and be submitted to City within 30 days of its completion.
FWHS's audit certification is attached hereto as EXHIBIT "D" — "Audit Certification Form"
and "Audit Requirements". The Audit Certification Form must be submitted to City prior to
or with the first Reimbursement Request. Entities that expend less than $750,000 a year in federal
funds are exempt from federal audit requirements for that year, but records must be available for
review or audit by appropriate officials of the federal agency, City, and General Accounting Office.
9. REIMBURSEMENT REQUIREMENTS.
FWHS shall provide City with Complete Documentation and the following reports as
shown in Exhibit "F" — Reimbursement Forms with each Reimbursement Request:
9.1 Attachment I — Invoice.
This report shall contain the amount requested for reimbursement in the submitted request,
and the cumulative reimbursement requested to date (inclusive of the current request). This report
must be signed by an authorized signatory of FWHS. By signing Attachment I, FWHS is
certifying that the costs are valid, eligible, and consistent with the terms and conditions of this
Contract, and the data contained in the report is true and correct.
9.2 Attachment II — Expenditure Worksheet.
This report shall itemize each expense requested for reimbursement by FWHS. In order
for this report to be complete the following must be submitted:
9.2.1 Invoices for each expense with an explanation as to how the expense pertains
to the project, if necessary;
9.2.2 Conditional and unconditional lien releases, as appropriate, from I" tier
subcontractors; and
9.2.3 Proof that each expense was paid by FWHS, which proof can be satisfied by
cancelled checks, wire transfer documentation, paid receipts or other appropriate banking
documentation.
9.3. Deadline for Submitting Reimbursement Requests.
All Reimbursement Requests along with Complete Documentation shall be submitted by
FWHS to City within 60 days from each of the deadlines as shown in Exhibit "C" — Construction
and Reimbursement Schedule.
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9.3.1 CITY SHALL HAVE NO OBLIGATION TO PAY ANY
REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 60 CALENDAR
DAYS OF THE DEADLINES SHOWN IN EXHIBIT "C" — CONSTRUCTION AND
REIMBURSEMENT SCHEDULE. In addition, FWHS' failure to timely submit
Reimbursement Requests and Complete Documentation along with any required reports shall be
an event of default.
9.3.2 CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT ON
ANY REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 30
CALENDAR DAYS OF THE COMPLETION DEADLINE.
9.3.3 Final Payment.
Final payment will not be made until City has verified that the Required Improvements are
complete at the time of such Reimbursement Request and that a final inspection is completed by
a Transportation and Public Works inspector and a green sheet is issued.
9.4 Withholding Payment.
9.4.1 FWHS acknowledges that CITY SHALL WITHHOLD PAYMENT ON ANY
REIMBURSEMENT REQUEST THAT DOES NOT INCLUDE THE REQUIRED
COMPLETE DOCUMENTATION. City shall notify FWHS when it is withholding payment
due to lack of required complete documentation within 10 Business Days of making such
determination.
9.4.2 FINAL REIMBURSEMENT SHALL NOT BE MADE UNTIL ALL
LIENS ARE RELEASED TO CITY'S REASONABLE SATISFACTION.
9.5 Timing of Payment.
Provided that FWHS submits Complete Documentation in conformance with the
requirements of this Contract and the ARPA Regulations, City will reimburse FWHS for eligible
expenses within 30 calendar days.
10. Intentionally Omitted.
11. DEFAULT AND TERMINATION.
11.1 Failure to Begin or Complete the Required Improvements.
11.1.1 Failure to begin construction on the Required Improvements within 3 months
of the execution of this Contract shall result in the Contract automatically terminating without
further warning or opportunity to cure, and with no penalty or liability to City.
11.1.2 FWHS acknowledges that if City determines that the Required Improvements
were not completed by the Completion Deadline (as may be modified in accordance with Section
14.19) or have failed to pass any of the inspections described in Section 6.1.1 (or to promptly
correct any noted deficiency and subsequently pass such inspection), within 45 calendar days
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following written notice by City (or such other longer notice period as may be specified herein),
or if FWHS has diligently and continuously attempted to cure following receipt of such written
notice but reasonably required more than 45 calendar days to cure, as determined by both Parties
mutually and in good faith, City shall have the right to terminate this Contract with no penalty or
liability to City, with such termination to be effective immediately upon written notice. City shall
also be entitled to demand repayment of the ARPA Funds from FWHS to be paid within 30 days'
after receiving such demand and enforce any of the provisions for default.
11.2 Failure to Submit Complete Documentation During Construction.
11.2.1 FWHS acknowledges that if FWHS fails to submit all applicable Complete
Documentation during construction of the Required Improvements in accordance with Exhibit
"C" — Construction and Reimbursement Schedule, or if any report or documentation submitted
as part of Complete Documentation is not in compliance with this Contract or the ARPA
Regulations as determined by City, City will notify FWHS in writing and FWHS will have 15
calendar days from the date of the written notice to submit or resubmit any such report or
documentation. FWHS acknowledges that if FWHS fails to submit or resubmit any such report or
documentation within such time, City shall have the right to withhold payments. If such failure
continues for an additional 30 days (a total of 45 days) City shall have the right to terminate
this Contract effective immediately upon written notice of such intent with no penalty or
liability to City and may demand repayment of all ARPA funds disbursed to be repaid to
City by FWHS within 30 days of receipt of such notice. FWHS acknowledges that
notwithstanding anything to the contrary herein, City will not be required to pay any ARPA Funds
to FWHS during the period that any such report or documentation is not in compliance with this
Contract or the ARPA Regulations.
11.2.2 If any of FWHS's Reimbursement Requests are incomplete or otherwise not in
compliance with this Contract or ARPA Regulations as determined by City, FWHS shall be in
default of this Contract. City will notify FWHS in writing of such default and the FWHS will have
15 calendar days from the date of the written notice to resubmit any such Reimbursement Request
to cure the default. If the FWHS fails to cure the default within such time, FWHS shall forfeit any
payments otherwise due under such Reimbursement Request. If such failure to resubmit such
Reimbursement Request continues for an additional 30 days (a total of 45 days), the City shall
have the right to terminate this Contract effective immediately upon written notice of such
intent with no penalty or liability to City and may demand repayment of all ARPA funds
disbursed to be repaid to City by FWHS within 30 days of receipt of such notice.
Notwithstanding anything to the contrary herein, City will not be required to pay any ARPA Funds
to FWHS during the period that any such Reimbursement Request is not in compliance with this
Contract or the ARPA Regulations.
11.2.3 FWHS acknowledges that in the event of more than 3 instances of uncured
default under Sections 11.2.1 or 11.2.2 which have a material adverse impact on the project, City
reserves the right at its sole option to terminate this Contract effective immediately upon written
notice of such intent with no penalty or liability to City.
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11.2.4 FWHS acknowledges that notwithstanding anything to the contrary herein, City
will not be required to pay any ARPA Funds to FWHS during the period that any Reimbursement
Requests, reports or documentation are past due or are not in compliance with this Contract or the
ARPA Regulations, or during any period during which FWHS is in default of this Contract.
11.2.5 FWHS acknowledges that in the event of termination under this Section 11.2,
all ARPA Funds awarded but unpaid to FWHS pursuant to this Contract shall be immediately
forfeited and FWHS shall have no further right to such funds. FWHS acknowledges and agrees
that any ARPA Funds already paid to FWHS must be repaid to City by FWHS within 30 days of
receipt of the notice of termination under this Section. Failure to repay such ARPA Funds will
result in City exercising all legal remedies available to City under or pursuant to this
Contract. For clarification, the defaults and related remedies set out in this Section 11.2 are not
intended to arise from mathematical errors or other minor defects in a Reimbursement Request.
11.3 Failure to Maintain or Submit Required Reports and Documentation
During Performance Period.
If FWHS fails to maintain all records and documentation as required in Section 9, or fails
to submit any report or documentation required by this Contract after the Required Improvements
are completed, or if the maintained or submitted report or documentation is not in compliance with
this Contract or the ARPA Regulations as determined by City, City will notify FWHS in writing
and the FWHS will have 45 calendar days from the date of the written notice to obtain or recreate
the missing records and documentation, or submit or resubmit any such report or documentation
to City. If FWHS fails to maintain the required reports or documentation, or submit or resubmit
any such report or documentation within such time, City shall have the right to terminate this
Contract effective immediately upon written notice of such intent with no penalty or liability to
City. In the event of termination under this Section 11.3, any ARPA Funds paid to FWHS must
be repaid to City within 30 days of termination under this Section, or at City's election FWHS
must repay City in accordance with the provisions of Section 5.3.2. Failure to repay will result in
City exercising all legal remedies available to City under or pursuant to this Contract.
11.4 In General.
11.4.1 FWHS acknowledges that subject to Sections 11.1, 11.2 and 11.3, and unless
specifically provided otherwise in this Contract, FWHS shall be in default if FWHS breaches any
term or condition of this Contract. In the event that such a breach remains uncured after 45
calendar days following written notice by City (or such other longer notice period as may be
specified herein), or if FWHS has diligently and continuously attempted to cure following receipt
of such written notice but reasonably required more than 45 calendar days to cure, as determined
by both Parties mutually and in good faith, City shall have the right to elect, in City's sole
discretion, to (i) extend FWHS's, time to cure, (ii) terminate this Contract effective immediately
upon written notice of such intent to FWHS, or (iii) pursue any other legal remedies available to
City.
11.4.2 FWHS acknowledges that City's remedies include but are not limited to:
11.4.2.1 Direct FWHS, in City's sole discretion, to prepare and follow a
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schedule of actions for carrying out the affected activities, consisting
of schedules, timetables and milestones necessary to implement the
affected activities.
11.4.2.2 Direct FWHS, in City's sole discretion to establish and follow a
management plan that assigns responsibilities for carrying out the
remedial activities.
11.4.2.3 Cancel or revise activities likely to be affected by the performance
deficiency before expending ARPA Funds for the activities.
11.4.2.4 Reprogram ARPA Funds that have not yet been expended from
affected activities to other eligible activities or withhold ARPA
Funds.
11.4.2.5 Direct FWHS, in City's sole discretion to reimburse City in the
amount of ARPA Funds.
11.4.2.6 Suspend reimbursement of ARPA Funds for affected activities.
11.4.2.7 Any other appropriate action including but not limited to any
remedial action legally available such as declaratory judgment,
specific performance, damages, temporary or permanent
injunctions, termination of this Contract, and any other available
remedies.
11.4.3 FWHS acknowledges that in the event of termination under this Section 11.4,
all ARPA Funds awarded but unpaid shall be immediately rescinded and FWHS shall have no
further right to such funds and any ARPA Funds already paid to FWHS must be repaid by FWHS
to City, within 30 days of termination. Failure to repay such ARPA Funds will result in City
exercising all legal remedies available to City under or pursuant to this Contract.
11.5 No Funds Disbursed While in Breach.
FWHS acknowledges and agrees that no ARPA Funds will be paid to FWHS until all
defaults are cured to City's satisfaction.
11.6 No Compensation After Date of Termination.
FWHS acknowledges that in the event of termination, FWHS shall not receive any ARPA
Funds in compensation for work undertaken after the date of termination.
11.7 Rights of City Not Affected.
FWHS acknowledges that termination shall not affect or terminate any of the existing rights
of City against FWHS, or which may thereafter accrue because of such default, and this section
shall be in addition to any and all other rights and remedies available to City under the law and
various loan documents including, but not limited to, compelling FWHS to complete the Required
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Improvements in accordance with the terms of the Contract. Such termination does not terminate
any applicable provisions of this Contract that have been expressly noted as surviving the term or
termination of this Contract. No delay or omission by City in exercising any right or remedy
available to it under this Contract shall impair any such right or remedy or constitute a waiver or
acquiescence in any FWHS default.
11.8 Waiver of Breach Not Waiver of Subsequent Breach.
The waiver of a breach of any term, covenant, or condition of this Contract shall not operate
as a waiver of any subsequent breach of the same or any other term, covenant or condition hereof.
11.9 Civil, Criminal and Administrative Penalties.
FWHS acknowledges that failure to perform all the Contract terms or terms in the various
loan documents may result in civil, criminal or administrative penalties, including, but not limited
to those set out in this Contract.
11.10 Termination for Cause.
11.10.1 FWHS acknowledges that City may terminate this Contract in the event of
default under this Contract, inability or failure to perform, subject to notice, grace and cure periods.
In the event City terminates this Contract for cause, all ARPA Funds awarded but unpaid to FWHS
pursuant to this Contract shall be immediately rescinded and FWHS shall have no further right to
such funds and any ARPA Funds already paid to FWHS must be repaid to City by FWHS within
30 calendar days of termination. Failure to repay such ARPA Funds will result in City exercising
all legal remedies available to City under or pursuant to this Contract. FWHS acknowledges and
agrees that IF CITY TERMINATES THIS CONTRACT FOR CAUSE, NEITHER FWHS
NOR ANY AFFILIATES OF FWHS SHALL BE CONSIDERED FOR ANY OTHER CITY
CONTRACT FOR ARPA FUNDS FOR A MINIMUM OF 5 YEARS FROM THE DATE
OF TERMINATION.
11.10.2 FWHS may terminate this Contract if City does not provide the ARPA Funds
substantially in accordance with this Contract. In such event, the termination of the Contract shall
have the effect of returning the Parties to their respective circumstances as existed prior to the
execution of this Contract, and no terms or obligations shall survive the date of termination.
11.11 Termination for Convenience.
In terminating in accordance with 2 CFR 200, Appendix II, this Contract may be terminated
in whole or in part only as follows:
11.11.1 By City with the consent of FWHS in which case the Parties shall agree upon
the termination conditions, including the effective date and in the case of partial termination, the
portion to be terminated; or
11.11.2 By FWHS with written notification to City setting forth the reasons for such
termination, the effective date, and in the case of partial termination, the portion to be terminated.
In the case of a partial termination, City may terminate the Contract in its entirety if City
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determines in its sole discretion that the remaining portion of the Contract to be performed or
ARPA Funds to be spent will not accomplish the purposes for which this Contract was made.
11.12 Dissolution of FWHS Terminates Contract.
FWHS acknowledges that in the event that FWHS is dissolved or ceases to exist, this
Contract shall terminate, at the sole option of City. In the event of termination under this Section,
all ARPA Funds are subject to repayment as required herein and/or City may exercise all of its
remedies under this Contract and the various loan documents.
11.13 Reversion of Assets.
FWHS acknowledges that in the event this Contract is terminated with or without cause by
either party, all tangible personal property owned by FWHS or any contractors, subcontractors,
subrecipients, or vendors that was acquired or improved with the ARPA Funds included but not
limited to plans, drawings, surveys, renderings, construction documents and any other personal
property shall belong to City and shall automatically transfer to City or to such assignees as City
may designate.
11.14 Intentionally Omitted.
11.15 Non -Appropriation of Funds.
In the event no funds or insufficient funds are appropriated by City in any fiscal period
for any payments due hereunder, City will notify FWHS of such occurrence and this Agreement
will terminate on the last day of the fiscal period for which appropriations were received without
penalty or expense to City of any kind whatsoever, except as to the portions of the payments
herein agreed upon for which funds have been appropriated.
11.16 Dissolution of FWHS Terminates Contract.
FWHS acknowledges that in the event FWHS is dissolved or ceases to exist, this Contract
shall terminate. In the event of termination under this Section, all ARPA Funds are subject to
repayment and/or City may exercise all of its remedies under or pursuant to this Contract.
11.17 Intentionally Omitted.
12. REPAYMENT OF FUNDS.
FWHS acknowledges that all ARPA Funds are subject to repayment in the event the project
does not meet the requirements as set out in this Contract or in the ARPA Regulations. FWHS
agrees that if FWHS or any contractor, subcontractor, subrecipient, or vendor takes any
action that results in City being required to repay all or any portion of the ARPA Funds,
FWHS agrees it will reimburse City for the full amount of such repayment within thirty days
of such notice.
13. MATERIAL OWNERSHIP CHANGE.
FWHS acknowledges that if FWHS materially changes after the date of this Contract, City
may, but is not obligated to, terminate this Contract. FWHS acknowledges that City has 30 days
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to make such determination after receipt of notice from FWHS, and failure to make such
determination in that time period will constitute a waiver. FWHS acknowledges that in the event
of termination under this Section 13, all ARPA Funds awarded but not yet paid to FWHS pursuant
to this Contract shall be immediately rescinded and FWHS shall have no further right to such
funds, and any ARPA Funds already paid to FWHS must be repaid to City within 30 days of
termination under this Section in accordance with the terms of this Contract.
14. GENERAL PROVISIONS.
14.1 FWHS an Independent Contractor.
FWHS shall operate hereunder as an independent contractor and not as an officer, agent,
servant or employee of City. FWHS shall have exclusive control of, and the exclusive right to
control, the details of the work and services performed hereunder, and all persons performing
same, and shall be solely responsible for the acts and omissions of its officers, members, agents,
servants, employees, contractors, subcontractors, subrecipients, vendors, tenants, clients, licensees
or invitees.
14.2 Doctrine of Respondeat Superior.
FWHS acknowledges that the doctrine of respondeat superior shall not apply as between
City or FWHS, any officers, members, agents, servants, employees, contractors, subrecipients,
subcontractors, vendors, tenants, licensees or invitees. FWHS agrees that nothing herein shall be
construed as the creation of a partnership or joint enterprise between City or FWHS. It is further
understood that City shall in no way be considered a Co -employer or a Joint employer of FWHS
or any officers, agents, servants, employees, subrecipients, or subcontractor of FWHS. Neither
FWHS, nor any officers, agents, servants, employees, subrecipients, or subcontractor of FWHS
shall be entitled to any employment benefits from City. FWHS shall be responsible and liable for
any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents,
servants, employees, subrecipients, or subcontractor. City does not have the legal right to control
the details of the tasks performed hereunder by FWHS, its officers, members, agents, employees,
contractors, subrecipients, subcontractors, vendors, licensees or invitees.
14.3 FWHS Property.
City shall under no circumstances be responsible for any property belonging to FWHS, its
officers, members, agents, employees, contractors, subrecipients, subcontractors, vendors, tenants,
clients, licensees or invitees that may be lost, stolen or destroyed or in any way damaged and TO
THE EXTENT PERMITTED BY APPLICABLE LAW, FWHS HEREBY INDEMNIFIES
AND HOLDS HARMLESS CITY AND ITS OFFICERS, AGENTS, AND EMPLOYEES
FROM ANY AND ALL CLAIMS OR SUITS PERTAINING TO OR CONNECTED WITH
SUCH PROPERTY, SAVE AND EXCEPT THOSE ARISING OUT OF THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF THE CITY, ITS OFFICERS, AGENTS
OR EMPLOYEES.
14.4 Intentionally Omitted.
14.5 Venue.
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FWHS acknowledges that Venue for any action, whether state or federal, real or asserted,
at law or in equity, arising out of the execution, performance, attempted performance or
non-performance of this Contract or the loan documents, shall lie in Tarrant County, Texas.
14.6 Governing Law.
FWHS acknowledges that this Contract shall be governed by and construed in accordance
with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity,
arises out of the execution, performance or non-performance of this Contract or on the basis of any
provision herein, for any issue not governed by federal law, the choice of law shall be the laws 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 invalid by a court or Federal or
State agency, board or commission having jurisdiction over the subject matter thereof, such
invalidity shall not affect other provisions which can be given effect without the invalid provision.
However, the Parties agree that provisions relating to the construction and completion of the
Required Improvements and all provisions related to events of default and remedies in the event
of a default are essential to this Contract and that the Contract cannot be reformed without all
requirements and remedies currently included herein.
14.8 Written Agreement Entire Agreement.
This written instrument and the attachments and exhibits attached hereto, which are
incorporated by reference and made a part of this Contract for all purposes, constitute the entire
agreement by the Parties concerning the work and services to be performed under this Contract.
Any prior or contemporaneous oral or written agreement which purports to vary the terms of this
Contract shall be void. Any amendments to the terms of this Contract must be in writing and
executed by the Parties.
14.9 Paragraph Headings for Reference Only, No Legal Significance; Number
and Gender.
The paragraph headings contained herein are for convenience in reference to this Contract
and are not intended to define or to limit the scope of any provision of this Contract. When context
requires, singular nouns and pronouns include the plural and the masculine gender shall be deemed
to include the feminine or neuter and the neuter gender to include the masculine and feminine.
The words "include" and "including" whenever used herein shall be deemed to be followed by the
words "without limitation".
14.10 Compliance With All Applicable Laws and Regulations.
FWHS agrees to comply fully with all applicable laws and regulations that are currently in
effect or that are hereafter amended during the term of this Contract and throughout the
Performance Period. Those laws include, but are not limited to:
➢ 31 CFR Part 35 and Sections 603(c)(1)(A) and 603(c)(1)(C) of Title VI of the Social
Security Act Title I of the Housing and Community Development Act of 1974, as
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amended, (42 US 5301 et seq.)
➢ Title VI of the Civil Rights Act of 1964 (42 U.S.C. Sections 2000d et seq.) including
provisions requiring recipients of federal assistance to ensure meaningful access by
person of limited English proficiency
➢ The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. Sections
3601 et seq.)
➢ Executive Orders 11063, 11246 as amended by 11375 and 12086 and as supplemented
by Department of Labor regulations 41 CFR, Part 60
➢ The Age Discrimination in Employment Act 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 Rehabilitation Act of 1973 (29 U.S.C. Sections 794 et seq.) and 24
CFR Part 8 where applicable
➢ National Environmental Policy 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.) and the 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 this Contract be utilized
with respect to a facility that has given rise to a conviction under the Clean Air Act or
the Clean Water Act.
➢ Immigration Reform and Control Act of 1986 (8 U.S.C. Sections 1101 et seq.)
specifically including the provisions requiring employer verifications of legal status of
its 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 Federal Accessibility Standards, 24 CFR Part 40, Appendix A
➢ Regulations at 24 CFR Part 87 related to lobbying, including the requirement that
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 Part
23, Subpart F
➢ Executive Order 12549 and 24 CFR Part 5.105(c) pertaining to restrictions on
participation by ineligible, debarred or suspended persons or entities
➢ Section 6002 of the Solid Waste Disposal Act, as amended by the Resource
Conservation and Recovery Act
➢ Guidelines of the Environmental Protection Agency at 40 CFR Part 247
➢ For contracts and subgrants for construction or repair, Copeland "Anti -Kickback" Act
(18 U.S.C. 874) as supplemented in 29 CFR Part 5
➢ For construction contracts in excess of $2,000, and in excess of $2,500 for other
contracts which involve the employment of mechanics or laborers, 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
➢ Section 3 of the Housing and Urban Development Act of 1968, and implementing
regulations related to housing and community development financial assistance at 24
CFR Part 75
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➢ 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
➢ Uniform Administrative Requirements, Cost Principles, and Audit Requirements for
Federal Awards, 2 CFR Part 200 et seq.
➢ Federal Funding Accountability and Transparency Act of 2006, (Pub.L. 109-282, as
amended by Section 6205(a) of Pub.L. 110-252 and Section 3 of Pub.L. 113-101)
➢ Federal Whistleblower Regulations, 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.
14.11 Intentionally Omitted.
14.12 Prohibition Against Discrimination.
14.12.1 General Statement.
FWHS, in the execution, performance or attempted performance of this Contract and in
operation of services provided on the Property, shall comply with all non-discrimination laws and
ordinances. FWHS may not discriminate against any person because of race, color, sex, gender,
religion, national origin, familial status, disability or perceived disability, sexual orientation,
gender identity, gender expression, or transgender, nor will FWHS permit its officers, members,
agents, employees, vendors, subcontractors or subrecipients, or project participants to engage in
such discrimination.
FWHS acknowledges that this Contract is 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 FWHS hereby covenants and agrees that FWHS its officers,
members, agents, employees, subcontractors, subrecipients, and contractors, have fully complied
with all provisions of same and that no employee, or applicant for employment has been
discriminated against under the terms of such ordinances by either or its officers, members, agents,
employees, contractors or vendors.
14.12.2 No Discrimination in Employment during the Performance of this
Contract.
FWHS acknowledges that during the performance of this Contract FWHS will require that
its contractors, subcontractors, subrecipients, and vendors also comply with such provision by
including it or a substantially similar provision in all contracts with its contractors and vendors:
f Contractor's, Subcontractor's or Vendor's Namel will not unlawfully discriminate
against any employee or applicants for employment because of race, color, sex, gender,
religion, national origin, familial status, disability or perceived disability, sexual
orientation, gender identity, gender expression or transgender. f Contractor's.
Subcontractor's or Vendor's Namel will take affirmative action to ensure that applicants
are hired without regard to race, color, sex, gender, religion, national origin, familial status,
disability or perceived disability, sexual orientation, gender identity, gender expression or
transgender and that employees are treated fairly during employment without regard to
their race, color, sex, gender, religion, national origin, familial status, disability or
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perceived disability, sexual orientation, gender identity, gender expression or transgender.
Such action shall include, but not be limited 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.
f Contractor's, Subcontractor's or Vendor's Namel agrees to post in conspicuous places,
available to employees and applicants for employment, notices setting forth the provisions
of this nondiscrimination clause.
f Contractor's, Subcontractor's or Vendor's Name] will, in all solicitations or
advertisements for employees placed by or on behalf of f Contractor's, Subcontractor's or
Vendor's Namel , state that all qualified applicants will receive consideration for
employment without regard to race, color, sex, gender, religion, national origin, familial
status, disability or perceived disability, sexual orientation, gender identity, gender
expression or transgender.
f Contractor's, Subcontractor's or Vendor's Namel covenants that neither it nor any of its
officers, members, agents, employees, or contractors, while engaged in performing this
Contract, shall, in connection with the employment, advancement or discharge of
employees or in connection with the terms, conditions or privileges of their employment,
discriminate against persons because of their age or because of any disability or perceived
disability, except on the basis of a bona fide occupational qualification, retirement plan or
statutory requirement.
f Contractor's, Subcontractor's or Vendor's Name] further covenants that neither it nor its
officers, members, agents, employees, contractors, or persons acting on their behalf, shall
specify, in solicitations or advertisements for employees to work on this Contract, a
maximum age limit for such employment unless the specified maximum age limit is based
upon a bona fide occupational qualification, retirement plan or statutory requirement.
14.12.3 FWHS's Contractors and the ADA.
FWHS acknowledges that in accordance with the provisions of the Americans With
Disabilities Act of 1990 ("ADA"), FWHS warrants that it will 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 FWHS.
FWHS WARRANTS IT WILL FULLY COMPLY WITH ADA'S PROVISIONS AND ANY
OTHER APPLICABLE FEDERAL, STATE AND LOCAL LAWS CONCERNING
DISABILITY AND WILL TO THE EXTENT PERMITTED BY APPLICABLE LAW,
DEFEND, INDEMNIFY AND HOLD CITY HARMLESS AGAINST ANY CLAIMS OR
ALLEGATIONS ASSERTED BY THIRD PARTIES, CONTRACTORS,
SUBCONTRACTORS, SUBRECIPIENTS' OR VENDORS AGAINST CITY ARISING
OUT OF ITS 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.
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14.13 Conflict of Interest and Violations of Criminal Law.
14.13.1 FWHS Safeguards.
FWHS shall establish safeguards to prohibit its employees, board members, advisors and
agents from using positions for a purpose that is or gives the appearance of being motivated by a
desire for private gain for themselves or others, particularly those with whom they have family,
business or other ties. FWHS shall disclose to City any conflict of interest or potential conflict of
interest described above, immediately upon discovery of such.
14.13.2 General Prohibition Against Conflicts of Interest.
FWHS acknowledges that no persons who is an employee, agent, consultant, officer or
elected official or appointed officials of City, or FWHS who exercise or have exercised any
functions or responsibilities with respect to activities assisted with ARPA funds or who are in a
position to participate in a decision -making process or gain inside information with regard to these
activities may obtain a financial interest or benefit from a ARPA-assisted activity, or have an
interest in 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, during their tenure or
for 1 year thereafter.
14.13.2.1 FWHS shall establish conflict of interest policies for Federal Awards and
shall provide such policies in writing to City in accordance with the requirements of 2 CFR
Part 200.112.
14.13.3 Disclosure of Conflicts of Interest.
FWHS acknowledges that in compliance with 2 CFR Part 200.112, FWHS is required to
timely disclose to City in writing any potential conflict of interest, as described in this Section.
14.13.4 Disclosure of Texas Penal Code Violations.
FWHS affirms that it will adhere to the provisions of the Texas Penal Code which prohibits
bribery and gifts to public servants.
14.13.5 Disclosure of Federal Criminal Law Violations.
FWHS acknowledges that in compliance with 2 CFR Part 200.113, FWHS is required to
timely disclose to City all violations of federal criminal law involving fraud, bribery or gratuity
violations potentially affecting this Agreement.
14.14 Labor Standards.
FWHS acknowledges and agrees to the following:
14.14.1 As applicable, FWHS agrees to comply with the requirements of the
Secretary of Labor in accordance with the Davis -Bacon Act (40 U.S.C. 276a-7) as amended, the
provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq.) and all other
applicable Federal, State and local laws and regulations pertaining to labor standards insofar as
those acts apply to the performance of this Contract. FWHS agrees to comply with the Copeland
Anti -Kick Back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the United States
ARPA SUBRECIPIENT CONTRACT
Fort Worth Housing Solutions — ARPA Utility Undergrounding Page 24
Department of Labor at 29 CFR Part 5. FWHS shall maintain documentation that demonstrates
compliance with hour and wage requirements of this Contract and the ARPA Regulations. Such
documentation shall be made available promptly to City for review upon request.
14.14.2 FWHS agrees that, where required by the ARPA Regulations, all
contractors engaged under contract for construction, renovation or repair work financed in whole
or in part with assistance provided under this Contract, shall comply with Federal requirements
adopted by City pertaining to such contracts and with the applicable requirements of the
regulations of the Department of Labor under 29 CFR Parts 1, 3, 5 and 7 governing the payment
of wages and ratio of apprentices and trainees to journey workers; provided that, if wage rates
higher than those required under these regulations are imposed by state or local law, nothing
hereunder is intended to relieve FWHS of its obligation, if any, to require payment of the higher
wage. FWHS shall cause or require to be inserted the provisions meeting the requirements of this
paragraph in all such contracts subject to such regulations.
14.14.3 If Davis -Bacon is applicable, FWHS shall provide City access to employee
payrolls, contractor, subrecipients', and subcontractors' payrolls and other wage information for
persons performing construction of the Development. Payrolls must be submitted to the
Neighborhood Services Department with each Reimbursement Request, and must be available to
Neighborhood Services Department staff upon request. In addition, FWHS shall ensure that City
will have access to employees, contractors, subrecipients, and subcontractors and their employees
in order to conduct onsite interviews with laborers and mechanics. FWHS shall inform its
contractors, subrecipients, and subcontractors that City staff and/or Federal agencies may conduct
periodic employee wage interview visits during the construction of the Required Improvements to
ensure compliance.
14.15 Intentionally Omitted.
14.16 Other Laws.
FWHS acknowledges and agrees that failure to list any federal, state or City ordinance, law
or regulation that is applicable to FWHS does not excuse or relieve FWHS from the requirements
or responsibilities in regard to following the law, nor from the consequences or penalties for
FWHS' failure to follow the law, if applicable.
14.17 Assignment.
14.17.1 FWHS acknowledges and agrees that 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 Right to Inspect FWHS Contracts.
FWHS agrees that that City has the right to inspect in writing any (i) proposed contracts or
other legally binding documents between regarding the ARPA funds (ii) FWHS, FWAI, or
Developer and a general contractor and subcontractors, including any lower tier subcontractors
engaged in any activity that is funded as part of the construction of the Required Improvements,
ARPA SUBRECIPIENT CONTRACT
Fort Worth Housing Solutions — ARPA Utility Undergrounding Page 25
(iii) FWHS and any vendor contracts arising out of the operation of the project, and (iv) FWHS
and any third party contracts to be paid with ARPA Funds, prior to any charges being incurred.
14.19 Force Majeure.
If FWHS becomes unable, either in whole or part, to fulfill its obligations under this
Contract due to acts of God, strikes, lockouts, or other industrial disturbances, acts of public
enemies, wars, blockades, insurrections, riots, pandemics and epidemics, earthquakes, fires,
floods, restraints or prohibitions by any court, board, department, commission or agency of the
United States or of any States, civil disturbances, or explosions, inclement weather, or some other
reason beyond FWHS's control (collectively, "Force Majeure Event"), the obligations so
affected by such Force Majeure Event will be suspended only during the continuance of such event
and the completion date for such obligations shall be extended for a like period. FWHS will 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 will result in the
continuance of the FWHS obligation regardless of the extent of any existing Force Majeure Event.
FWHS will use commercially reasonable efforts to remedy its inability to perform as soon as
possible.
14.20 Survival.
Any provision of this Contract that pertains to the ARPA Regulations, indemnity
obligations, reporting requirements, the City Requirements, auditing, monitoring, record keeping
and reports, City ordinances, the provisions of Section 6.6 pertaining to the Federal System Award
Management, or any other applicable ARPA Project requirements, and any default and
enforcement provisions necessary to enforce such provisions, shall survive the term or earlier
termination of this Contract for the longer of (i) 5 years after the termination of this Contract, or
(ii) 5 years after the expiration of the Contract Term, and shall be enforceable by City against
FWHS.
14.21 REVIEW OF COUNSEL.
The Parties acknowledge that each Party and its counsel have reviewed and revised this
Contract and that the normal rules of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation of this Contract or
any of the exhibits attached hereto.
15. INDEMNIFICATION AND RELEASE.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, FWHS COVENANTS
AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND, AT ITS OWN
EXPENSE, CITY AND ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES
FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS OF ANY HIND OR
CHARACTER, INCLUDING BUT NOT LIMITED TO CLAIMS FOR PROPERTY LOSS
OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL
PERSONS, OF WHATSOEVER HIND OR CHARACTER, WHETHER REAL OR
ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION,
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Fort Worth Housing Solutions — ARPA Utility Undergrounding Page 26
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, SUBRECIPIENTS, OR SUBCONTRACTORS OF
CITY, BUT NOT FROM THE CITY'S OR CITY'S OFFICERS, AGENTS, SERVANTS,
EMPLOYEES, CONTRACTORS OR SUBCONTACTORS ACTUAL GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT AND FWHS 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 HINDS 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, SUBRECIPIENTS, OR SUBCONTRACTORS OF CITY BUT NOT
FROM THE CITY'S OR CITY'S OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS OR SUBCONTACTORS ACTUAL GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT. FWHS FURTHER COVENANTS AND AGREES, TO THE
EXTENT PERMITTED BY APPLICABLE LAW, TO AND DOES HEREBY 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 FWHS, ITS OFFICERS,
MEMBERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBRECIPIENTS,
SUBCONTRACTORS, INVITEES, LICENSEES, OR PROJECT PARTICIPANTS, OR
CAUSED, IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS,
AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, SUBRECIPIENTS OR
SUBCONTRACTORS OF CITY BUT NOT FROM THE CITY'S OR CITY'S OFFICERS,
AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTACTORS
ACTUAL GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
IT IS THE EXPRESS INTENTION OF THE PARTIES, BOTH FWHS AND CITY,
THAT THE INDEMNITY PROVIDED FOR IN THIS SECTION INCLUDES
INDEMNITY BY FWHS TO INDEMNIFY AND PROTECT CITY FROM THE
CONSEQUENCES OF CITY'S OWN NEGLIGENCE, WHETHER THAT NEGLIGENCE
IS ALLEGED TO BE THE SOLE OR CONCURRING CAUSE OF THE INJURY,
DAMAGE OR DEATH, TO THE EXTENT PERMITTED BY APPLICABLE LAW AND
NOT THE CITY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, FWHS 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
ARPA SUBRECIPIENT CONTRACT
Fort Worth Housing Solutions — ARPA Utility Undergrounding Page 27
INCIDENTAL TO PERFORMANCE UNDER THIS CONTRACT, EVEN IF THE
INJURY, DEATH, DAMAGE OR LOSS IS CAUSED BY CITY'S SOLE OR
CONCURRENT NEGLIGNECE, BUT NOT THE CITY'S GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT.
FWHS SHALL INCLUDE AND SHALL REQUIRE ALL OF ITS CONTRACTORS,
SUBRECIPIENTS AND SUBCONTRACTORS TO INCLUDE IN THEIR CONTRACTS
AND SUBCONTRACTS A RELEASE AND INDEMNITY IN FAVOR OF CITY IN
SUBSTANTIALLY THE SAME FORM AS ABOVE.
16. WAIVER OF IMMUNITY BY FWHS.
FWHS acknowledges and agrees that if FWHS is a charitable or nonprofit organization
and has or claims an immunity or exemption (statutory or otherwise) from and against liability for
damages or injury, including death, to persons or property, FWHS hereby expressly waives its
rights to plead defensively such immunity or exemption as against City. This section shall not be
construed to affect a governmental entity's immunities under constitutional, statutory or common
law plead against any other entity other than the City.
17. INSURANCE AND BONDING.
FWHS will maintain blanket fidelity coverage in the form of insurance or bond in the
amount of $400,000.00 to insure against loss from the fraud, theft or dishonesty of any of FWHS's
officers, agents, trustees, directors or employees. The proceeds of such bond shall be used to
reimburse City for any and all loss of ARPA Funds occasioned by such misconduct. To effectuate
such reimbursement, such fidelity coverage shall include a rider stating that reimbursement for
any loss or losses thereunder shall name the City as a Loss Payee.
FWHS shall furnish to City, in a timely manner, but not later than 60 days after the
Effective Date, certificates of insurance as proof that it has secured and paid for policies of
commercial insurance as specified herein. Further, if City has not received such certificates as set
forth herein, FWHS shall be in default of the Contract.
Such insurance shall cover all insurable risks incident to or in connection with the
execution, performance, attempted performance or nonperformance of this Contract. FWHS shall
maintain, or require its general contractor to maintain, the following coverages and limits thereof:
Commercial General Liability (CGL) Insurance
$1,000,000 each occurrence
$2,000,000 aggregate limit
Non -Profit Organization Liability or Directors & Officers Liability (if applicable)
$1,000,000 Each Occurrence
$1,000,000 Annual Aggregate Limit
ARPA SUBRECIPIENT CONTRACT
Fort Worth Housing Solutions — ARPA Utility Undergrounding Page 28
Business Automobile Liabilitv Insurance
$300,000 each accident on a combined single -limit basis
$300,000 Aggregate
Insurance policy shall be endorsed to cover "Any Auto' defined as autos owned, hired and
non -owned. Pending availability of the above coverage and at the discretion of City, the policy
shall be the primary responding insurance policy versus a personal auto insurance policy if or
when in the course of FWHS's business as contracted herein.
Workers' Compensation Insurance
Part A: Statutory Limits
Part B: Employer's Liability
$400,000 each accident
Note: Such insurance shall cover employees performing work on any and all projects
including but not limited to construction, demolition, and rehabilitation. FWHS or its
contractors shall maintain coverages, if applicable. In the event the respective contractors
do not maintain coverage, FWHS shall maintain the coverage on such contractor, if
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 FWHS shall revise such amounts within 30 days
following notice to FWHS of such requirements.
FWHS must submit to City documentation that its general contractor, have obtained insurance
coverage and have executed bonds as required in this Contract prior to payment of any monies
provided hereunder.
FWHS acknowledges and agrees that where applicable and appropriate, insurance policies
required herein shall be endorsed to include City as an additional insured as its interest may appear.
Additional insured 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.
Any failure on part of City to request certificate(s) of insurance shall not be construed as a waiver
of such requirement or as a waiver of the insurance requirements themselves.
Insurers of FWHS's insurance policies shall be licensed to do business in the state of Texas by the
Department of Insurance or be otherwise eligible and authorized to do business in the state of
Texas. Insurers shall be acceptable to City insofar as their financial strength and solvency and
each such company shall have a current minimum A.M. Best Key Rating Guide rating of A: VII
or other equivalent insurance industry standard rating otherwise approved by City.
ARPA SUBRECIPIENT CONTRACT
Fort Worth Housing Solutions — ARPA Utility Undergrounding Page 29
Deductible limits on the foregoing insurance policies shall be at commercially reasonable levels,
and in no event exceed $100,000 per occurrence.
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.
FWHS shall require its contractors, subcontractors, vendors, and subrecipients to maintain
applicable insurance coverages, limits, and other requirements as those specified herein and, shall
require each to provide FWHS with certificate(s) of insurance documenting such coverage. Also,
FWHS shall require its contractors, subcontractors, vendors, and subrecipients to have City
endorsed as additional insureds (as their interest may appear) on their respective insurance policies
where applicable and appropriate.
FWHS shall maintain builders risk insurance at the value of the construction.
18. CERTIFICATION REGARDING LOBBYING.
The undersigned for FWHS hereby certifies, to the best of its knowledge and belief, that:
No Federal appropriated funds have been paid or will be paid, by or on behalf of
FWHS, to any person for influencing or attempting to influence an officer or
employee of any agency, a member of Congress, an officer or employee of Congress
in connection with the awarding of any Federal contract, the making of any federal
grant, the making of any Federal loan, the entering into of any cooperative
agreement and the extension, 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 in connection with this Federal contract, grant,
loan or cooperative agreement, FWHS shall complete and submit Standard Form-
LLL, "Disclosure Form to Report Lobbying, " in accordance with its instructions.
This certification is a material representation of fact upon which reliance was
placed when this Contract was made or entered into. Submission of this certificate
is a prerequisite for making or entering into this Contract imposed by 31 U.S.C.
Section 1352. Any person who fails to file the required certification shall be subject
to a civil penalty of not less than $10,000.00 and not more than $100,000.00 for
each such failure.
FWHS shall require that the language of this certification be included in all subcontracts,
subrecipient agreements, or agreements involving the expenditure of federal funds.
19. RELIGIOUS ORGANIZATION.
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Fort Worth Housing Solutions — ARPA Utility Undergrounding Page 30
No portion of the ARPA Funds shall be used in support of any sectarian or religious
activity. In addition, there must be no religious or membership criteria for clients of a ARPA-
funded activity.
19.1 Separation of Explicitly Religious Activities.
FWHS retains its independence and may continue to carry out its mission, including the
definition, development practice, and expression of its religious beliefs, provided that it does not
use ARPA Funds to support or engage in any explicitly religious activities (including activities
that involve overt religious content such as worship, religious instruction, or proselytization), or
in any other manner prohibited by law.
19.2 Explicitly Religious Activities.
If FWHS engages in explicitly religious activities (including activities that involve overt
religious content such as worship, religious instruction, or proselytization), the explicitly religious
activities must be offered separately, in time or location, from the programs or activities supported
by ARPA Funds.
20. LITIGATION AND CLAIMS.
FWHS shall give City immediate notice in writing of any action, including any proceeding
before an administrative agency, filed against FWHS or any subcontractors, vendors, and
subrecipients in conjunction with this Contract or the project generally. FWHS shall furnish
immediately to City copies of all pertinent papers received by FWHS, with respect to such action
or claim. FWHS shall provide a notice to City within 10 calendar days upon filing under any
bankruptcy or financial insolvency provision of law.
21. NOTICE.
All notices required or permitted by this 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; (ii) by a nationally recognized overnight delivery service; or (iii) other commercially
reasonable manner; and 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 sending Party.
City:
Neighborhood Services Department
200 Texas Street
Fort Worth, TX 76102
Attention: Chad LaRoque
Telephone: 817-3 92-2661
Copy to:
City Attorney's Office
200 Texas Street
Fort Worth, TX 76102
Attention: Jo Ann Gunn
Telephone: 817-3 92-625 9
ARPA SUBRECIPIENT CONTRACT
Fort Worth Housing Solutions — ARPA Utility Undergrounding Page 31
FWHS:
Fort Worth Housing Solutions
1401 Texas Street
Fort Worth, TX 76102
Attention: Mary -Margaret Lemons
Telephone: (817) 333-3401
22. FWHS HAS LEGAL AUTHORITY TO ENTER INTO CONTRACT.
FWHS 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.
23. 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.
24. Intentionally Omitted.
25. BOYCOTTING ISRAEL PROHIBITED.
FWHS 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 verification from the company that it: (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 those terms in Section 808.001 of the Texas
Government Code. By signing this Contract, FWHS, certifies that FWHS signature provides
written verification to City that FWHS: (1) does not boycott Israel; and (2) will not boycott
Israel during the term of this Contract.
26. IMMIGRATION NATIONALITY ACT.
FWHS shall verify the identity and employment eligibility of its employees who perform
work under this Contract, including completing the Employment Eligibility Verification Form (I-
9). Upon request by City, FWHS shall provide City with copies of all I-9 forms and supporting
eligibility documentation for each employee who performs work under this Contract. FWHS shall
adhere to all Federal and State laws as well as establish appropriate procedures and controls so that
no services will be performed by any FWHS employee who is not legally eligible to perform such
services. TO THE EXTENT PERMITTED BY APPLICABLE LAW, FWHS SHALL
INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY FWHS,
FWHS' EMPLOYEES, SUBCONTRACTORS, SUBRECIPIENTS, AGENTS, OR
LICENSEES. City, upon written notice to FWHS, shall have the right to immediately terminate
this Contract for violations of this provision by FWHS.
27. Prohibition on Boycotting Energy Companies.
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Fort Worth Housing Solutions — ARPA Utility Undergrounding Page 32
FWHS acknowledges that in accordance with Chapter 2274 of the Texas Government
Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering
into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly
or partly from public funds of the City with a company with 10 or more full-time employees unless
the contract contains a written verification from the company that it: (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of the contract. The terms
"boycott energy company" and "company" have the meaning ascribed to those terms by Chapter
2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the
extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this
Agreement, FWHS certifies that FWHS's signature provides written verification to the City that
FWHS: (1) does not boycott energy companies; and (2) will not boycott energy companies during
the term of this Contract.
28. Prohibition on Discrimination Against Firearm and Ammunition Industries.
FWHS acknowledges that except as otherwise provided by Chapter 2274 of the Texas
Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited
from entering into a contract for goods or services that has a value of $100,000 or more that is to
be paid wholly or partly from public funds of the City with a company with 10 or more full-time
employees unless the contract contains a written verification from the company that it: (1) does
not have a practice, policy, guidance, or directive that discriminates against a firearm entity or
firearm trade association; and (2) will not discriminate during the term of the contract against a
firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm
trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas
Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter
2274 of the Government Code is applicable to this Agreement, by signing this Agreement, FWHS
certifies that FWHS's signature provides written verification to the City that FWHS: (1) does not
have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm
trade association; and (2) will not discriminate against a firearm entity or firearm trade association
during the term of this Contract.
29. 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 inserted
via software such as Adobe Sign.
[SIGNATURES APPEAR ON NEXT PAGE]
ARPA SUBRECIPIENT CONTRACT
Fort Worth Housing Solutions — ARPA Utility Undergrounding Page 33
IN WITNESS WHEREOF, the Parties have executed 3 duplicate originals of this
Contract to be effective as of the Effective Date.
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City Secretary
M&C 21-0814 Dated October 19, 2021
Form 1295: Not Required
Approval Recommended by:
Victor Turner, Director
CITY OF FORT WORTH
M.
Fernando Costa, Assistant City Manager
Date: Apr 18, 2023
APPROVED AS TO FORM AND LEGALITY:
LesGle L. f6mt
Leslie L. Hunt (Apr 18, 2023 13:31 CDT)
Leslie L. Hunt, Senior Assistant City Attorney
HOUSING AUTHORITY OF THE CITY OF FORT
WORTH, Texas
d/b/a Fort Worth Housing Solutions,
a Texas municipal public housing authority
By:Mary-Mar areFL o (Apr 17, 202311:36 CDT)
Name: Mary -Margaret Lemons
Title: President
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person responsible
For the monitoring and administration of this contract, including
Ensuring all performance and reporting requirements.
t -1
Chad La Roque(Apr 18, 202309:16 CDT)
Chad LaRoque, Housing Development and Grants Manager
ARPA SUBRECIPIENT CONTRACT
Fort Worth Housing Solutions — ARPA Utility Undergrounding
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Page 34
VYHIRITC-
Exhibit "A" —
Project Summary and Scope of Work
Exhibit
"A-1"
— Project Site and Map
Exhibit
« "
Exhibit
"B" —
Budget
Exhibit
"B-1"
— Approved Project Budget
Exhibit
"C" —
Construction and Reimbursement Schedule
Exhibit
"D" —
Audit Requirements
L'
z"-
vim Doetiments
Exhibit
"F" —
Reimbursement Forms
Exhibit
"G" —
Documentation of ARPA Requirements
Exhibit
«»
Seetion 3 Reporting Forms
Exhibit
"I-1"
—Section 3 Project Service Area Map
Exhibit
"J" —
Standards for Complete Documentation
Exhibit
« »
AIBE Reporting Form (HUD2516)
All Exhibits that are struck through are not applicable to the Contract.
ARPA SUBRECIPIENT CONTRACT
Fort Worth Housing Solutions — ARPA Utility Undergrounding Page 35
EXHIBIT "A"
PROJECT SUMMARY
Capitalized terms not defined herein shall have meanings assigned to them in the Contract.
PROJECT DESCRIPTION:
Developer will use American Rescue Plan Act ("ARPA") funds for the development and construction of the
infrastructure improvements in support of the Cowan Place Apartments, an affordable housing development
for seniors age 55 years and older on approximately 5.1 acres. The project will have 1 residential building
which will consist of up to 174 units including 163 one -bedroom units and 11 two -bedroom units.
SCOPE OF WORK:
As a result of the Cowan Place Apartments project the electric utility company serving the area will require
construction of the underground portion of the power lines that run along Rosedale Street. The
undergrounding of powerlines will be completed in phases and begin at the intersection of Rosedale and
Stalcup and continue to the intersection of Amanda and Rosedale. The scope of work includes the design
and construction of the undergrounding of power lines by Oncor. Additionally, phone, internet, and cable
will have a small scope that includes removing their lines from the overhead poles and relocating them to
the underground conduit lines. Block Construction and its subcontractor will also have a component of the
work that includes:
• Boring to place runs of 2" and 3" conduit for two lengths, 100 feet and 160 feet, respectively.
• Boring to place multiple runs of 6" conduit totaling 850 lineal feet.
• Placing three (3) concrete pads for switch gears and a single-phase transformer.
• Placing two concrete pull boxes with covers.
FWHS will be entitled to make Reimbursement Requests until 30 days after the Completion Deadline.
In consideration for the ARPA Funds, FWHS shall provide the following information and meet the following
requirements:
• ARPA funds will be used for public infrastructure improvements that benefit all residents in an area
where at least 51 % of the resident are low- and moderate- income persons as defined in 24 CFR Part
570.208
• Public infrastructure improvements in support of the Cowan Place Project will include, but are not
limited to the scope of work listed above.
SPECIFIC PURPOSE:
The specific purpose of this project is to benefit low- and moderate -income individuals and families by
providing them with affordable housing.
PROJECT OBJECTIVES:
The project will support the need for the construction of 174 housing units affordable to households
earning less than 60% of AMI, of which 4 will be designated as HOME Units. Additionally, the project
will provide 9 PSH Units.
ARPA SUBRECIPIENT CONTRACT — EXHIBITS Rev. 06/06/2022
Fort Worth Housing Solutions - ARPA Utility Undergrounding Page 1
EXHIBIT "A-1"
PROJECT SITE AND MAP
VICINITY MAP Nrs
S TF --■
.. -
s
ARPA SUBRECIPIENT CONTRACT — EXHIBITS Rev. 06/06/2022
Fort Worth Housing Solutions - ARPA Utility Undergrounding Page 2
EXHIBIT "B"
BUDGET
SOURCES AND USES
Source #
Funding Source
Description/Scope of Work
Amount
(CDBG
Amount
(Developer)
Total
ARPA
Overhead Lines Relocation:
Phone, Internet, and cable underground
American Rescue Plan Act (ARPA)
boring and conduit work — Work to
I
Funds
bury utilities on Rosedale due to the
$400,000
$400,000
development of Cowan Place
Apartments must be done by the utility
companies.
2
Developer Funds
10% Contingency
$40,000
$40,000
TOTAL
SOURCES
$400,000
$40,000
$440,000
OF
FUNDS
TOTAL
USES OF
$400,000
$40,000
$440,000
FUNDS
ARPA Funds Budtet
Construction Hard Costs
$400,000*
Holdback
$0
TOTAL
$400,000
* FWHS will only be reimbursed for eligible expenses. The amounts are estimates and are subject to change.
ARPA SUBRECIPIENT CONTRACT — EXHIBITS Rev. 06/06/2022
Fort Worth Housing Solutions - ARPA Utility Undergrounding Page 3
EXHIBIT "C"
CONSTRUCTION AND REIMBURSEMENT SCHEDULE
Activity
HOME Funds
PHASE I ACTIVIITES:
Construction Hard Costs
$100,000
Prior to Reimbursement in Phase I, FWHS must submit the
PHASE I
contractor/subcontractor/vendor searches under the Federal
COMPLETE by:
System for Award Management (www.sam.gov).
February 28, 2023
$400,000
First Payment** (approx. 25% complete)***
PHASE II ACTIVIITES:
Construction Hard Costs
$100,000
Prior to Reimbursement in Phase II, FWHS must submit the
PHASE II
contractor/subcontractor/vendor searches under the Federal
COMPLETE by:
System for Award Management (www.sam.gov).
April 30, 2023
$100 000
'
Second Payment** (approx. 50% complete)***
PHASE III ACTIVIITES:
Construction Hard Costs
$100,000
Prior to Reimbursement in Phase III, FWHS must submit the
PHASE III
contractor/subcontractor/vendor searches under the Federal
COMPLETED by:
System for Award Management (www.sam.gov).
$100,000
August 30, 2023
Third Payment** (approx. 75% complete)***
PHASE IV ACTIVITIES:
Construction Hard Costs
$100,000
Prior to Reimbursement in Phase IV, FWHS must submit
PHASE IV
the contractor/subcontractor/vendor searches under the
COMPLETED by:
Federal System for Award Management (www.sam.gov).
$100,000
June 30, 2024
Fourth/Final Payment" (approx. 100% complete)***
TOTAL
$400,000.00
*FWHS will only be reimbursed for eligible expenses. The amounts are estimates and are subject to change.
* *FWHS must submit Complete Documentation with Reimbursement Request within 60 days from each of the
abovementioned deadlines in order to be reimbursed. Failure to timely submit Reimbursement Requests and Complete
Documentation along with any required reports shall be an event of default.
***If milestone is reached before the Phase completion date, reimbursement will be made when the milestone percentage
is reached and the City is provided all required documentation.
ARPA SUBRECIPIENT CONTRACT — EXHIBITS Rev. 06/06/2022
Fort Worth Housing Solutions - ARPA Utility Undergrounding Page 4
EXHIBIT "D"
AUDIT REQUIREMENTS
(NOT APPLICABLE)
ARPA SUBRECIPIENT CONTRACT — EXHIBITS Rev. 06/06/2022
Fort Worth Housing Solutions - ARPA Utility Undergrounding Page 5
EXHIBIT "F"
REIMBURSEMENT FORMS
ARPA SUBRECIPIENT CONTRACT — EXHIBITS Rev. 06/06/2022
Fort Worth Housing Solutions - ARPA Utility Undergrounding Page 6
Attachment I
INVOICE
Developer: Fort Worth Housing Solutions
Address: 1401 Texas Street
City, State, Zip: Fort Worth, TX 76102
Project: ARPA Utility Undergrounding
Tax ID Number
Amon
This Invoice Cumulative to Date
Developer's Certification: I certify that the costs incurred are valid and consistent with the terms and
conditions of the contract between City and Agency. By signing this invoice, I certify that to the best of my
knowledge and belief the data included in this report is true and accurate. It is acknowledged that the
provision of false information could leave the certifying official subject to the penalties of federal, state, and
local law.
Original Signature and Date:
Name:
Title:
ARPA SUBRECIPIENT CONTRACT — EXHIBITS Rev. 06/06/2022
Fort Worth Housing Solutions - ARPA Utility Undergrounding Page 7
Attachment II
City of Fort Worth
Neighborhood Services Department
Expenditure Worksheet
Developer: Fort Worth Housing Solutions.
Project: ARPA Utility Undergrounding
Line No.
Date
Check No.
Payee or Beneficiary*
Description*
Amount
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
Total
*Payroll must identify employee. Rent must identify tenant. Other payments should identify individuals, if applicable.
ARPA SUBRECIPIENT CONTRACT — EXHIBITS Rev. 06/06/2022
Fort Worth Housing Solutions - ARPA Utility Undergrounding Page 8
EXHIBIT "G"
DOCUMENTATION OF ARPA REQUIREMENTS
ARPA Requirements:
Developer agrees to comply fully with all applicable laws and regulations that are currently in effect or
that are hereafter amended during the term of this Contract. Those laws include, but are not limited to
the provisions detailed in 31 CFR Part 35 and Sections 603(c)(1)(A) and 603(c)(1)(C) of Title VI of the
Social Security Act Title I of the Housing and Community Development Act of 1974, as amended, (42
USC 5301 et seq.).
During Term of Contract:
ARPA Funds will be used to construct public infrastructure improvements in support of the affordable
housing development known as the Cowan Place Apartments, which will include, but are not limited to,
any overhead lines relocation for phone, internet, and cable underground boring and conduit work, or
any other work associated with burying utilities required by the utility companies on Rosedale due to
the development of Cowan Place Apartments.
During Term the Contract:
In consideration of the ARPA Funds provided through this Contract, Developer will fulfill the ARPA
Requirements, the City Requirements, and will comply with all other terms and conditions of this
Contract.
ARPA SUBRECIPIENT CONTRACT — EXHIBITS Rev. 06/06/2022
Fort Worth Housing Solutions - ARPA Utility Undergrounding Page 9
EXHIBIT "H"
FEDERAL LABOR STANDARD PROVISIONS - DAVIS-BACON REQUIREMENTS
(NOT APPLICABLE)
ARPA SUBRECIPIENT CONTRACT — EXHIBITS Rev. 06/06/2022
Fort Worth Housing Solutions - ARPA Utility Undergrounding Page 10
EXHIBIT "I"
SECTION 3 REPORTING FORMS
SECTION 3 BUSINESS CERTIFICATION
SECTION 3 SUMMARY REPORT (Form HUD-60002)
(NOT APPLICABLE)
ARPA SUBRECIPIENT CONTRACT — EXHIBITS Rev. 06/06/2022
Fort Worth Housing Solutions - ARPA Utility Undergrounding Page 11
EXHIBIT "I-1"
SECTION 3 PROJECT SERVICE AREA MAP
(NOT APPLICABLE)
ARPA SUBRECIPIENT CONTRACT — EXHIBITS Rev. 06/06/2022
Fort Worth Housing Solutions - ARPA Utility Undergrounding Page 12
EXHIBIT "J"
STANDARDS FOR COMPLETE DOCUMENTATION
FART WORTH..}
Standard of Documentation for Reimbursement of Development Costs
Cost Type
Documentation Standard
Acquisition of Real Property
- Notice to Seller (date must be on or before the date of options agreement
or sales contract and signed by the buyer and seller)
- Recorded Deed of Trust
- Purchase Agreement w/ Required HUD language
- Master Settlement Statement f H U D-1
- Appraisal or other document used to determine purchase price
- Proof of Payment (Le_, bank state me nt/ca ncelled check)
- Verification cf Vacant Status (as applicable)
Pre -Development and Soft
- Invoice should include=
Costs (Architect, Engineer,
■ date;
Landscape Design, Surveys,
■ company's letterhead;
Appraisals, Environmental, Legal
■ address for which service is provided;
Fees, Other Consultants, Etc_)
■ description of service(s) and itern(s);
■ a mount for itemized services; and
■ total amount
- Proof cfPayment(i_e.,bank statement orcancelled check)
- Fully executed contract/service agreements/letter agreements and
applicable amendments
o Provide printout from www_sarn_govverifying
contractorfsubcontractor is not listed on the debarred and
suspension list
- If only a portion is being paid with City funds, then show calculation and
documentation of how costs are allocated_
Neighborhood Services
FINAL as of 6/21/2617
Page 1
ARPA SUBRECIPIENT CONTRACT — EXHIBITS Rev. 06/06/2022
Fort Worth Housing Solutions - ARPA Utility Undergrounding Page 13
FRTWRTH
Standard of Documentation for Reimbursement of Dave loprnent Costs
Construction Costs
- Invoice should include:
(Contractors &Subcontractors)
■ date;
■ company's letterhead;
■ address for which service is provided;
■ description of service(s) and item(s);
■ a mount for itemized services; and
■ total amount
- Proof of Payment(Le_, hank state mentorcan celIed check)
- Copy of applicable inspection report(s) conducted by NSD Inspe€tar
- Copy of executed agreements
■ Provide printout from www_sarn_govverifying
contractor/subcontractor is not listed on the debarred and
suspension list
- If only a portion is being paid with City funds, then show caEculation and
documentation of how costs are allocated_
- For payment of final retainage for the prime contra €tar, provide lien
waivers for the prime and all subcontra€tars_
- List of subcontractors
Materials Purchased by Developer
- Invoice should in€lode=
(if appli€able)
■ date;
■ company's letterhead;
■ address far which service is provided;
■ description of service(s) and item(s);
■ a mount for itemized services; and
■ total amount
- Proof of Payment (Le, bank statement or cancelled check)
- Verification of delivery
Developer Fee
- Final Invoice Reflecting Total Development Cast
{if paid directly from HOME funds)
- Proof of payment for any other entity/funding source co ntributing to
development costs
- Show calculation of agreed upon developer fee percentage
- Copies of final lien releases from contractor/subcontractor
- Complete Documentation income eligibility of buyers/renters (i.e., income
documents for eligible homebuyer/tenants, sales contract between
developer/homebuyer, HAP Deed of Trust with required affordability
period language, etc_)
- Lease documents
- Final inspections of completed units
[Neighborhood Smwices
FINAL as of 6/21/2017 Page 2
ARPA SUBRECIPIENT CONTRACT — EXHIBITS Rev. 06/06/2022
Fort Worth Housing Solutions - ARPA Utility Undergrounding Page 14
EXHIBIT "K"
CONTRACT AND SUBCONTRACT ACTIVITY REPORTING FORM
(NOT APPLICABLE)
ARPA SUBRECIPIENT CONTRACT — EXHIBITS Rev. 06/06/2022
Fort Worth Housing Solutions - ARPA Utility Undergrounding Page 15
6/14/22, 2:07 PM
M&C Review
CITY COUNCIL AGENDA
Official site of the City of Fort Worth, Texas
Fo1�a
Create New From This M&C
DATE: 10/19/2021 REFERENCE M&C 21- LOG 19ARPA ALLOCATIONS TO HOUSING
NO.: 0814 NAME: AND HUMAN SERVICES PROJECTS
CODE: C TYPE: NON- PUBLIC NO
CONSENT HEARING:
SUBJECT: (CD 5, CD 8, and CD 9) Authorize Allocation of Funds from the American Rescue Plan
Act in the Aggregate Amount of $10,100,000.00 to Child Care Associates for the
Expansion of Early Childhood Learning Centers in the Stop Six Choice Neighborhood
Initiative Hub and Gwendolyn C. Gragg Child Development Center, to the Housing
Authority for the City of Fort Worth, Texas Doing Business as Fort Worth Housing
Solutions for the Design and Construction of Underground Power Lines and the Removal
of Power Poles in Connection with Four Phases of the Cavile Place/Historic Stop Six
Choice Neighborhood Initiative Redevelopment, and to Fort Worth Area Habitat for
Humanity, Inc., Doing Business as Trinity Habitat for Humanity for the Purchase, Replat,
Design, and Development of Fourteen Single -Family Lots in the Vicinity of John Peter
Smith Hospital, Authorize Execution of Related Contract Documents, and Find that the
Expenditures Serve Public Purposes and that Adequate Controls are in Place
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize allocation of $10,100,000.00 of American Rescue Plan Act Funds, Subtitle M (Coronavirus State and
Local Fiscal Recovery Funds) to the agencies listed in Tables 1 and 2 below;
2. Authorize the City Manager, or his designee, to execute contracts with the agencies listed in Tables 1 and 2
below;
3. Authorize the City Manager, or his designee, to amend contract as necessary for completion of the project
provided any amendment is within the scope of the project and complies with City policies and all applicable
laws and regulations governing the use of federal grant funds; and
4. Find that the expenditures serve the listed public purposes and that the contracts provide adequate controls to
ensure the public purposes are fulfilled.
DISCUSSION:
In March 2021, President Biden signed the American Rescue Plan Act (ARPA), providing aid and relief to various sectors
of the national economy. The City of Fort Worth will receive a total allocation of ARPA funds in an amount exceeding
$173.7 million, to be disbursed in two batches or "tranches." The first tranche was received May 19, 2021, and the
second tranche is expected to be received on or after May 19, 2022. Subsequently, on June 22, 2021, the City Council
approved Mayor and Council Communication (M&C) 21-0445, establishing a general framework for the use of ARPA
funds. Funding must be obligated by December 31, 2024 and fully expended by December 31, 2026.
Allocation of ARPA Subtitle M Funding
Responding to the negative economic impact of the coronavirus pandemic is a specifically identified use of ARPA dollars
under Section 603(c)(1)(A) of Title VI of the Social Security Act (added by ARPA). Treasury Department guidance
specifically notes that these Fiscal Recovery Funds can be deployed for a broad range of uses to address "the
disproportionate .... economic impacts of the crisis on the hardest -hit communities, populations, and households" and to
provide services and additional investments in Qualified Census Tracts, such as the ones in which the identified projects
are located. Therefore, it has been determined that paying for the listed activities in order to improve access to quality,
affordable housing and child care services are eligible uses of funds as a response to negative economic impact and an
investment in housing and neighborhoods in a Qualified Census Tract.
Several local agencies submitted proposals for affordable housing and human services projects totaling $31.4 million.
City staff has reviewed these proposals with respect to financial feasibility, community need, and eligibility under ARPA
Section 9901, Subsections 603(c)(1)(A) and 603(c)(1)(C), providing funding to aid disproportionately impacted
communities and to support governmental services adversely impacted by the pandemic. As a result, City
staff recommends that we allocate funding to seven projects as follows.
TABLE 1: First Tranche of ARPA Funding
apps.cfwnet.org/council_packet/mc_review.asp? I D=29362&cou ncildate=10/19/2021 1 /4
6/14/22, 2:07 PM
M&C Review
Agency Funding ARPA Address
Amount Funding
Category
Council
District
Child Care
Non-
2400 E. 1st
Associates $2,000,000.00 Revenue
8
Recovery
St., 76111
Fort Worth
Cowan Place:
Housing
$400,000.00 Revenue
5400/5420 E. 5
Solutions
Recovery
Rosedale St.,
76105
Fort Worth Non- Neighborhood
Area $1,500,000.00 Revenue surrounding 9
Habitat for Recovery JPS Hospital
Humanity
ITOTAL $3,900,000.00 F_
Funding Use
Renovation for Early Learning Center in
Riverside: Gwendolyn C. Gragg Child
Development Center; renovation project to
include three additional classrooms (total of 8
classrooms) and expanded services for
infants and toddlers
Infrastructure expenses related to
neighborhood redevelopment for the Stop
Six Choice Neighborhood Implementation
Program; design and construction work
associated with underground power lines and
the elimination of power poles
Purchase of fourteen (14) detached platted
lots for the development of 26 or more
affordable townhomes south of John Peter
Smith Hospital and within NEZ Six (properties
are 1701 St. Louis, 1720 Galveston, 1719
Galveston, 1716 Galveston, 1715 Galveston,
1709 Galveston, 1703 Galveston, 1724 S.
Main, 1720 S. Main)
TABLE 2: Second Tranche of ARPA Funding
Funding ARPA Council
Agency Amount Category Address District
Child Care
Associates $5,000,000.00
Funding Use
Building a new Early Learning Center at the
5100 future/proposed Stop Six Hub to expand access to
Non- Block of infant, toddler and three-year old services in Stop
Revenue Avenue G, 5 Six; the ARPA investment would draw $9.2M in
Recovery 76105 quality early learning services from Child Care
Associates at no charge to low-income families in
iStop Six over ten (10) years
Hughes
House
$400,000.00 Revenue 4830/4908 5
Recovery E.
Rosedale
St., 76105
Fort Worth
Revenue Phase 3:
Housing
$400,000.00 Recovery Not Yet 5
Solutions
Named
Revenue Phase 4:
$400,000.00 Recovery Not Yet 5
Named
TOTAL $6,200,000.00
Infrastructure expenses related to neighborhood
redevelopment for the Stop Six Choice
Neighborhood Implementation Program Hughes
House; design and construction work associated
with underground power lines and the elimination of
power poles
Infrastructure expenses related to neighborhood
redevelopment for the Stop Six Choice
Neighborhood Implementation Program Phae 3;
design and construction work associated with
underground power lines and the elimination of
power poles
Infrastructure expenses related to neighborhood
redevelopment for the Stop Six Choice
Neighborhood Implementation Program Phase 4;
design and construction work associated with
underground power lines and the elimination of
power poles
apps.cfwnet.org/council_packet/mc_review.asp?ID=29362&councildate=l0/19/2021 2/4
6/14/22, 2:07 PM
M&C Review
By approval of this M&C, the City Council finds that the expenditure of the funds on the listed projects serve vital public
purposes for residents of Fort Worth and that the contracts executed between the parties will provide adequate controls
to ensure the public purposes are fulfilled. Specifically, funds provided to Fort Worth Housing Solutions and Trinity
Habitat for Humanity serve the public purpose of supporting the provision of quality, affordable housing in the City that
meets all required zoning, codes, and infrastructure requirements. Additionally, the funds provided to Child Care
Associates will provide needed child care services and programming to residents in need of such critical services.
Approval of this M&C will allocate $10,100,000.00 in the American Rescue Plan Act project in the Grants Operating
Federal Fund budget. Necessary reporting and documentation requirements will be followed to ensure the City can
comply with all reporting requirements of the ARPA legislation.
The following chart reflects the current status for allocation of the City's ARPA funding under Subtitle M and incorporates
each ARPA M&C on the October 19, 2021 Council Agenda:
ALLOCATION OF ARPA SUBTITLE M FUNDING
Description
Amount M&Cs
Total CFW ARPA
Subtitle M
$173,745,090.00 21-0445
Funding
Allocations
$6,000,000.00 25ARPA-VFW-TDG
Approved To -Date
Allocation Pending
$300,000.00 25ARPA-WRMC MURAL PLAQUES
Pending
�$1,000,000.00 13ARPA-ADMINISTRATION
Allocation
Pending
$3,000,000.00 17ARPA ALLOCATION CDFI
Allocation
FRIENDLY AMERICA
Pending
$4,245,533.42 17ARPA ALLOCATIONS EVANS &
Allocation
ROSEDALE REDEVELOPMENT
Pending
17ARPA ALLOCATIONS UNTHSC
F$2,400,000.00
Allocation
TECHSTARS
Pending 19ARPA ALLOCATIONS TO
Allocation Fs
0,100,000.00 HOUSING AND HUMAN SERVICES
PROJECTS (This M&C)
Remaining
Unallocated �$146,699,556.58
Balance
Fort Worth Housing Solutions does not require a Form 1295 because it is a governmental entity.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendations, funds will be available in the current
operating budget, as appropriated, of the Grants Operating Federal Fund. This is an advance grant. The Neighborhood
Services Department shall be responsible for ensuring that only expenditures allowable under the American Recovery
Act, with appropriate documentation, are charged to this funding source.
fc,
Fund Department
Account
Project
Program
Activity
Budget
Reference #
Amount
ID
ID
Year
(Chartfield 2)
FROM
Fund
Department
Account
I
Project
I
Program
Activity
Budget
Reference #
Amount
ID
ID
Year
(Chartfield 2)
Submitted for City Manager's Office by_
Fernando Costa (6122)
Originating Department Head: Victor Turner (8187)
Additional Information Contact: Amy Connolly (7556)
apps.cfwnet.org/council_packet/mc_review.asp? I D=29362&cou ncildate=10/19/2021 3/4
6/14/22, 2:07 PM
M&C Review
Sharon Burkley (5785)
ATTACHMENTS
Form 1295 Certificate City of Fort Worth Child Care Associates ARPA Stop Six Hub 10.4.2021.pdf (CFW Internal)
Form 1295 ARPA Child Care Associates.pdf (CFW Internal)
Form 1295 ARPA Habitat.pdf (CFW Internal)
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FORTWORTH
Routing and Transmittal Slip
Neiahborhood Services
Department
DOCUMENT TITLE: ARPA Utility Undergrounding— Fort Worth
Housing Solutions — ARPA Contract
M&C 20-0685 CPN
CSO #
DOC#
DATE:
TO:
1. Brian Dennison
BDennison((rJwhs.orqBrian
INITIALS
Dennison pr 13, 202317:02 CDT)
DATE OUT
2. Heather Ra den
HRaiden(a-),fywhs.orq
�, K
3. Ma Margaret Lemons
Mmlemon`S(cD-fwhs.orMry
Mary-Marg retLem s(A r 17, 2023 11:36 CDT)
4. Leticia Rodriguez
5. Chad LaRO ue
Chad (Apr 18,202309:16CDT)
6. Victor T. Turner
dLLagoque
7. Leslie L. Hunt
Le Gre L. tfr�rt
Leslie L. Hunt (Apr 18, 2023 13:31 CDT)
8. Fernando Costa
9. Jannette S. Goodall
10. Allison Tidwell
DOCUMENTS FOR CITY MANAGER'S SIGNTURE: All documents received from any and all
CityDepartments requesting City Manager's signature for approval MUST BE ROUTED TO
THE APPROPRIATE ACM for approval first. Once the ACM has signed the routing slip, David
will reviewand take the next steps.
NEEDS TO BE NOTARIZED: ❑ Yes X No
RUSH: ❑ Yes ❑ No SAME DAY: ❑ Yes ❑ No NEXT DAY: ❑ Yes ❑ No
ROUTING TO CSO: X Yes 0 No
Action Required:
❑ As Requested ❑ Attach Signature, Initial and Notary Tabs
❑ For Your Information
X Signature/Routing and Recording
❑ Comment
❑ File
Return to: Please call _Leticia Rodriguez —at ext._7319_ for pick up when completed. Thank you.