Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
Contract 60894
STATE OF TEXAS § § COUNTY OF TARRANT § CSC No. 60894 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 ARPA SUBRECIPIENT CONTRACT Fort Worth Housing Solutions — ARPA Infrastructure Improvements/Hughes House Apartments Page 1 WHEREAS, as part of the first phase of development, FWHS, through an affiliate acting as general partner of a limited partnership, is building a 174-unit affordable senior development known as the Cowan Place Apartments and is using a portion of the CNI grant funds among various other funding sources; WHEREAS, as part of the second phase of development, FWHS is building a 162-unit affordable mixed -income development know as the Hughes House 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 both the Cowan Place and Hughes House 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 to Cowan Place Apartments 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; WHEREAS, the City earmarked an additional $400,000.00 to Hughes House Apartments of the awarded ARPA funds for right or way infrastructure improvements to the street, storm drain and installation of street lights; and WHEREAS, City residents and the City Council have determined that the right of way infrastructure improvements to paving, drainage, and street lights on East Rosedale between Amanda Avenue and Etta Street in conjunction with the Hughes House 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. ARPA SUBRECIPIENT CONTRACT Fort Worth Housing Solutions — ARPA Infrastructure Improvements/Hughes House Apartments Page 2 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. 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 December 31, 2025. DBE means disadvantaged business enterprise in accordance with 49 CFR Part 26. ARPA SUBRECIPIENT CONTRACT Fort Worth Housing Solutions — ARPA Infrastructure Improvements/Hughes House Apartments Page 3 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. 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 ARPA SUBRECIPIENT CONTRACT Fort Worth Housing Solutions — ARPA Infrastructure Improvements/Hughes House Apartments Page 4 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 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. ARPA SUBRECIPIENT CONTRACT Fort Worth Housing Solutions — ARPA Infrastructure Improvements/Hughes House Apartments Page 5 5.3 Pavment 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. 5.4 Identifv 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 Citv Pavment 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 Citv 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 ARPA SUBRECIPIENT CONTRACT Fort Worth Housing Solutions — ARPA Infrastructure Improvements/Hughes House Apartments Page 6 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. 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 Responsibilitv. 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, ARPA SUBRECIPIENT CONTRACT Fort Worth Housing Solutions — ARPA Infrastructure Improvements/Hughes House Apartments Page 7 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. 7. ADDITIONAL REOUIREMENTS. 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. ARPA SUBRECIPIENT CONTRACT Fort Worth Housing Solutions — ARPA Infrastructure Improvements/Hughes House Apartments Page 8 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 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; ARPA SUBRECIPIENT CONTRACT Fort Worth Housing Solutions — ARPA Infrastructure Improvements/Hughes House Apartments Page 9 7.12.4 Take prompt action when instances of noncompliance are identified including noncompliance identified in audit findings; and 7.12.5 Take reasonable in asures 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 Couvright 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 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 Auulicable to Contractors, Subcontractors, Subreciuients 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 Pavment 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. ARPA SUBRECIPIENT CONTRACT Fort Worth Housing Solutions — ARPA Infrastructure Improvements/Hughes House Apartments Page 10 7.17 Intentionally Omitted. 8. RECORD KEEPING, REPORTING AND DOCUMENTATION REOUIREMENTS. AUDIT. 8.1 Record Keening. 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 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 ARPA SUBRECIPIENT CONTRACT Fort Worth Housing Solutions — ARPA Infrastructure Improvements/Hughes House Apartments Page 11 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. 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 1 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 REOUIREMENTS. 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 ARPA SUBRECIPIENT CONTRACT Fort Worth Housing Solutions — ARPA Infrastructure Improvements/Hughes House Apartments Page 12 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. 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 Pavment. 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 Pavment. 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 Pavment. 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. ARPA SUBRECIPIENT CONTRACT Fort Worth Housing Solutions — ARPA Infrastructure Improvements/Hughes House Apartments Page 13 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 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 ARPA SUBRECIPIENT CONTRACT Fort Worth Housing Solutions — ARPA Infrastructure Improvements/Hughes House Apartments Page 14 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. 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 ARPA SUBRECIPIENT CONTRACT Fort Worth Housing Solutions — ARPA Infrastructure Improvements/Hughes House Apartments Page 15 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 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. ARPA SUBRECIPIENT CONTRACT Fort Worth Housing Solutions — ARPA Infrastructure Improvements/Hughes House Apartments Page 16 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 Citv 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 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. ARPA SUBRECIPIENT CONTRACT Fort Worth Housing Solutions — ARPA Infrastructure Improvements/Hughes House Apartments Page 17 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 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. ARPA SUBRECIPIENT CONTRACT Fort Worth Housing Solutions — ARPA Infrastructure Improvements/Hughes House Apartments Page 18 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 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 Resoondeat 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 ARPA SUBRECIPIENT CONTRACT Fort Worth Housing Solutions — ARPA Infrastructure Improvements/Hughes House Apartments Page 19 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. 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 Severabilitv. 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". ARPA SUBRECIPIENT CONTRACT Fort Worth Housing Solutions — ARPA Infrastructure Improvements/Hughes House Apartments Page 20 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 may 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 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 ARPA SUBRECIPIENT CONTRACT Fort Worth Housing Solutions — ARPA Infrastructure Improvements/Hughes House Apartments Page 21 (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 ➢ 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 Intentionallv 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 Emplovment 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: ARPA SUBRECIPIENT CONTRACT Fort Worth Housing Solutions — ARPA Infrastructure Improvements/Hughes House Apartments Page 22 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 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 Name] 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 Name] , 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 ARPA SUBRECIPIENT CONTRACT Fort Worth Housing Solutions — ARPA Infrastructure Improvements/Hughes House Apartments Page 23 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. 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. ARPA SUBRECIPIENT CONTRACT Fort Worth Housing Solutions — ARPA Infrastructure Improvements/Hughes House Apartments Page 24 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 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 ARPA SUBRECIPIENT CONTRACT Fort Worth Housing Solutions — ARPA Infrastructure Improvements/Hughes House Apartments Page 25 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, (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 Maieure. 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. ARPA SUBRECIPIENT CONTRACT Fort Worth Housing Solutions — ARPA Infrastructure Improvements/Hughes House Apartments Page 26 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, 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 ARPA SUBRECIPIENT CONTRACT Fort Worth Housing Solutions — ARPA Infrastructure Improvements/Hughes House Apartments Page 27 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 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: ARPA SUBRECIPIENT CONTRACT Fort Worth Housing Solutions — ARPA Infrastructure Improvements/Hughes House Apartments Page 28 Commercial General Liabilitv (CGL) Insurance $1,000,000 each occurrence $2,000,000 aggregate limit Non -Profit Organization Liabilitv or Directors & Officers Liabilitv (if applicable) $1,000,000 Each Occurrence $1,000,000 Annual Aggregate Limit 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 $100,000 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. ARPA SUBRECIPIENT CONTRACT Fort Worth Housing Solutions — ARPA Infrastructure Improvements/Hughes House Apartments Page 29 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. 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 ARPA SUBRECIPIENT CONTRACT Fort Worth Housing Solutions — ARPA Infrastructure Improvements/Hughes House Apartments Page 30 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. 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 ARPA SUBRECIPIENT CONTRACT Fort Worth Housing Solutions — ARPA Infrastructure Improvements/Hughes House Apartments Page 31 Copy to: City Attorney's Office 200 Texas Street Fort Worth, TX 76102 Attention: Leslie L. Hunt Telephone: 817-3 92-625 9 FWHS: Fort Worth Housing Solutions 1407 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 ARPA SUBRECIPIENT CONTRACT Fort Worth Housing Solutions — ARPA Infrastructure Improvements/Hughes House Apartments Page 32 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 Bovcotting Enerev Companies. 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. ARPA SUBRECIPIENT CONTRACT Fort Worth Housing Solutions — ARPA Infrastructure Improvements/Hughes House Apartments Page 33 [SIGNATURES APPEAR ON NEXT PAGE] ARPA SUBRECIPIENT CONTRACT Fort Worth Housing Solutions — ARPA Infrastructure Improvements/Hughes House Apartments Page 34 IN WITNESS WHEREOF, the Parties have executed 3 duplicate originals of this Contract to be effective as of the Effective Date. n a'A F FORro O °d ATTEST: _ CITY OF FORT WORTH d°aun�zagb" By City Secretary Fernando Costa, Assistant City Manager M&C 21-0814 Dated October 19, 2021 Form 1295: Not Required Date: Approval Recommended by: Victor Turner, Director APPROVED AS TO FORM AND LEGALITY: LeMieliunt (Feb5,202 ST) 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:7-77 aret L o 1(Jan 29, 202417:59 CST) 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. '--, 2v- Chad Lagoque (Feb 5, 202410:36 CST) OFFICIAL RECORD Chad LaRoque, Housing Development and Grants Manager CITY SECRETARY FT. WORTH, TX ARPA SUBRECIPIENT CONTRACT Fort Worth Housing Solutions — ARPA Infrastructure Improvements/Hughes House Apartments Page 35 EXHIBITS: Exhibit "A" — Project Summary and Scope of Work Exhibit "A-1" — Project Site and Map Exhibit « " Exhibit "B" — Budget Exhibit "C" — Construction and Reimbursement Schedule Exhibit "D" Audit Requir-emen4s Exhib t "E" L Exhibit "F" — Reimbursement Forms Exhibit "G" — Documentation of ARPA Requirements Exhib t "R" Federal Labor Standards PFOViSiOns Davis Baeon Requirements Exhib t "I" Eection 3 Reporting Forms Exhib t "I 1" Exhibit "J" — Standards for Complete Documentation Exhibit « » MBE Reporting Form (HUD2546) All Exhibits that are struck through are not applicable to the Contract. ARPA SUBRECIPIENT CONTRACT Fort Worth Housing Solutions — ARPA Infrastructure Improvements/Hughes House Apartments Page 36 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 Hughes House Apartments, an affordable housing development for families to be located at 4830 E. Rosedale Street, Fort Worth, Texas, 76105. The project will have 2 elevator - accessed, mixed -use buildings which will consist of up to 162 units including 93 one -bedroom units, 69 two - bedroom units, and approximately 8,8000 SF of ground floor retail/commercial space along Rosedale and Amanda Avenue. The commercial area will be divided between community space, space for social service providers, and retail space. Hughes House will feature amenities to serve all residents including: a property management office, furnished fitness space, clubhouse, areas for children, and other amenities. The common areas will be lighted to provide added security for residents and Hughes House Apartments will be located within close proximity to public transportation and nearby amenities including Rosedale Plaza Park. SCOPE OF WORK: As a result of the Hughes House Apartments project the public area will consist of the repaving improvements to Amanda Avenue and street between Amanda Avenue and Etta Street, Storm Drain Improvements on Amanda Avenue, and Street Light Improvements. The scope of work includes the design and construction. Block Construction and its subcontractor will also have a component of the work that includes but is not limited to: • Construction of more than 9,000 square feet of sidewalk, over 3,000 square feet of concrete driveway and pavement, removal of existing sidewalk, concrete driveways and barriers to complete the project. • Improvements to the drainage for a total of up to 510 linear square feet. • Installation of up to 32 street lights with the underground utility installation of conduit. 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 5 1 % of the resident are low- and moderate- income persons as defined in 24 CFR Part 570.208 • Public infrastructure improvements in support of the Hughes House 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 provide 162 mixed -income family development including with 1- and 2-bedroom apartments, including sixty (60) project -based voucher (PBV) units for returning families from Cavile Place; thirteen (13) PBV units reserved for Permanent Supportive Housing (PSH) units for persons experiencing chronic homelessness; seventy-two (72) units restricted to households earning sixty percent or less of area median income (AMI); and seventeen (17) units dedicated as market rate units. ARPA SUBRECIPIENT CONTRACT — EXHIBITS Rev. 07/14/2023 Fort Worth Housing Solutions - ARPA Infrastructure Improvements/Hughes House Apartments Page 1 EXHIBIT "A-1" PROJECT SITE AND MAP r mmjLf+ amore w lark =O = N HA REMOVE AND REPLACE CONCRETE DRVEWAY )N O ItIWI w SITE LOCATION W z S HMgESHIRE' _ n w w CO) HIETT WINMMERE 0 g G p�NG Z w SELENE U) � MART >se le ® 0'7 Park I KILTMAN MA TH WAINWRI H I -//--I PROP. Cp10R,ES�6YN,( —`c NORTH ROS SIRE PROP. TYPE PI RNi � "4 qw.CONGPL-Exll Paov.calc�TEs>oEYKI GRAPHIC SCALE IN FEET Y 0 75 150 300 a z I S REMOVE AND REPLACE CONCRETE DRIVEWAY PROP_ TYPE P-1 RAMP I I PROP. TYPE R-1 RAMP IREMOVE AND REPLACE ASPHALT AND CONCRETE CURB AND GUTTER, I PROPERTY LINE ® REMOVE AND REPLACE CONC. DRIVE _ REMOVE ASPHALT PAVEMENT AND REPLACE WITH CONC. _ REMOVE AND REPLACE CONC. SIDEWALK PROP. CONCRETE SIDEWALK REMOVE AND REPLACE ASPHALT AND CONCRETE CURB AND GUTTER EXHIBIT B PAVING IMPROVEMENTS DEVELOPER: OWNER: CAVILE PLACE PHASE II HUGHES HOUSE FWHUGHESHOUSE,LP FORT WORTH HOUSING 1407TEXAS STREET SOLUTIONS FORT WORTH, TARRANT COUNTY. TEXAS FORT WORTH, TX 76102 1201 E. 13TH STREET JUNE 2023 FORT WORTH, TX 76102 IPRC21-0162. CPN: 103822 Kimley* Horn 801 Cherry St. Unit 11, Suite 1300 Fort Worth, Texas 76102 Phone: (817) 339 - 2294 State of Texas Registration No. F-928 ARPA SUBRECIPIENT CONTRACT — EXHIBITS Rev. 07/14/2023 Fort Worth Housing Solutions - ARPA Infrastructure Improvements/Hughes House Apartments Page 2 NORTH GRAPHIC SCALE IN FEET 0 75 150 300 rou � �.d.roa II sm— o O� VIIIIII 'I �,— LEGEND — — — — PROPERTY LINE PROP. STORM DRAIN LINE --- EX. STORM DRAIN LINE EXHIBIT B1 STORM IMPROVEMENTS O JUNCTION BOX DEVELOPER: OWNER: CAVILE PLACE - PHASE 11- HUGHES HOUSE IHUGHES HOUSE. UP 1407 TEXAS STREET FORT WORTH HOUSING SOLUTIONS FORT WORTH, TARRANT COUNTY, TEXAS FORT WORTH, TX 76102 1201 E. 13TH STREET JUNE 2023 FORT WORTH, TX 76102 IPRC21-0162. CPN: 103822 LEGEND PROPERTY LINE PROPOSED CONDUIT e❑ PROPOSED GROUND BOX PROPOSED 10'-W WASHINGTON STANDARD LIGHT POLE 8 FIXTURE PRO POSED ROADWAY ILLUMINATION TY 18 POLE © PROPOSED PEDESTAL SERVICE 4h EXISTING STREET LIGHT -� 1 1 I KimleymMorn 801 Cherry St. Unit 11, Suae 1300 Fort Worth, Texas 76102 Phone: (817) 339 - 2294 State of Texas Registration No. F-928 NORTH GRAPHIC SCALE IN FEET 0 75 150 300 EXHIBIT C STREET LIGHT IMPROVEMENTS i DEVELOPER: OWNER: Cr Kimley*Horn i CAVILE PLACE - PHASE 11- HUGHES HOUSE I HUGHES HOUSE, LP 1407 TEXAS STREET FORT WORTH, TX 76102 FORT WORTH HOUSING SOLUTIONS 1201 E. 13TH STREET FORT WORTH, TX 76102 801 Cherry St Una 11, Suite 13DO RY FOM1 Worth, Texas 76102 Phone: (817) 339 - 2294 State of Texas Registration No F-928 FORT WORTH, TARRANT COUNTY, TEXAS JUNE 2023 IPRC21-0162. CPN: 103822 ARPA SUBRECIPIENT CONTRACT — EXHIBITS Rev. 07/14/2023 Fort Worth Housing Solutions - ARPA Infrastructure Improvements/Hughes House Apartments Page 3 EXHIBIT "B" BUDGET SOURCES AND USES Source # Funding Source Description/Scope of Work Amount (CDBG ARPA) Construction Costs ONLY ARPA Infrastructure Improvements: Street repaving improvements to Amanda Avenue and UKN street Developer between Amanda Avenue and Etta 1 Street, Storm Drain Improvements Funds on Amanda Avenue, and Street Light Improvements Construction Fees ONLY Inspection Fees and Material Testine Fees TOTAL CONSTRUCTION COSTS Amount Total (Developer) $1,239,402.05 $1,239,402.05 $52,689.00 $52,689.00 $1,292,091.05 1 $1,292,091.05 Developer/ CDBG TOTAL SOURCES American OFFUNDS Rescue Plan $400,000.00 $892,091.05 $1,292,091.05 Act (ARPA) Funds ARPA Funds Budget 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. 07/14/2023 Fort Worth Housing Solutions - ARPA Infrastructure Improvements/Hughes House Apartments Page 4 EXHIBIT "C" CONSTRUCTION AND REIMBURSEMENT SCHEDULE Activity PHASE I ACTIVIITES: Construction Hard Costs 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). June 30. 2024 First Payment** (approx. 25% complete)*** PHASE II ACTIVIITES: Construction Hard Costs 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). December 31. 2024 Second Payment** (approx. 50% complete)*** PHASE III ACTIVIITES: Construction Hard Costs 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). June 30, 2025 Third Payment** (approx. 75% complete)*** PHASE IV ACTIVITIES: Construction Hard Costs 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). December 31, 2025 Fourth/Final Payment** (approx. 100% complete)*** TOTAL HOME Funds $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $100,000 $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. 07/14/2023 Fort Worth Housing Solutions - ARPA Infrastructure Improvements/Hughes House Apartments Page 5 EXHIBIT "D" AUDIT REQUIREMENTS (NOT APPLICABLE) ARPA SUBRECIPIENT CONTRACT — EXHIBITS Rev. 07/14/2023 Fort Worth Housing Solutions - ARPA Infrastructure Improvements/Hughes House Apartments Page 6 EXHIBIT "F" REIMBURSEMENT FORMS Attachment I INVOICE Developer: Fort Worth Housing Solutions Address: 1407 Texas Street/PO Box 430 City, State, zip: Fort Worth, TX 76102 Project: ARPA Infrastructure Improvements — Hughes House Tax ID Number Amount This Invoice I 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. 07/14/2023 Fort Worth Housing Solutions - ARPA Infrastructure Improvements/Hughes House Apartments Page 7 Attachment II City of Fort Worth Neighborhood Services Department Expenditure Worksheet Developer: Fort Worth Housing Solutions Project: ARPA Infrastructure Improvements -Hughes House 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. 07/14/2023 Fort Worth Housing Solutions - ARPA Infrastructure Improvements/Hughes House Apartments 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 Hughes House Apartments, which will include, but are not limited to, for right or way infrastructure improvements to the street, storm drain and installation of street lights due to the development of Hughes House 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. 07/14/2023 Fort Worth Housing Solutions - ARPA Infrastructure Improvements/Hughes House Apartments Page 9 EXHIBIT "H" FEDERAL LABOR STANDARD PROVISIONS - DAVIS-BACON REQUIREMENTS (NOT APPLICABLE) ARPA SUBRECIPIENT CONTRACT — EXHIBITS Rev. 07/14/2023 Fort Worth Housing Solutions - ARPA Infrastructure Improvements/Hughes House Apartments 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. 07/14/2023 Fort Worth Housing Solutions - ARPA Infrastructure Improvements/Hughes House Apartments Page 11 EXHIBIT "I-1" SECTION 3 PROJECT SERVICE AREA MAP (NOT APPLICABLE) ARPA SUBRECIPIENT CONTRACT — EXHIBITS Rev. 07/14/2023 Fort Worth Housing Solutions - ARPA Infrastructure Improvements/Hughes House Apartments Page 12 EXHIBIT "J" STANDARDS FOR COMPLETE DOCUMENTATION F lT W ITT H Standard of Documentation for Reimbursement of Development Costs Cost Type Documentation Standard Acquisition of Real Property - Noticeto 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 of Vacant Status (as applicable) Pre -Development and Soft - Invoice should include= Casts (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 item(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_sam_covverifying 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 haw costs areaIIocated_ Neighborhood Services FINAL as of 6/21/2617 Page 1 ARPA SUBRECIPIENT CONTRACT — EXHIBITS Rev. 07/14/2023 Fort Worth Housing Solutions - ARPA Infrastructure Improvements/Hughes House Apartments Page 13 FORT WORTH Ste ndard of Documentation for Reimbursement of Developrneint 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(i_e_, hank state mentorcan celIed check) Copy of applicable inspection report(s) conducted by NSD Inspe€tar Copy of executed agreements ■ Provide printout from www_sam_eovverifying 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 contractor, provide lien waivers for the prime and all subcontra€tars_ List of subcontractors Materials Purchased by Developer - Invoice should in€lode= (if applicable) ■ 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(i_e_, bank state ment or can cel I ed 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 contributing 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 homebuyerftenants, sales contract between d evelo per/homebuyer, HAP Deed of Trust with required affordability period language, etc_) Lease documents Final inspections of completed units [Neighborhood Services FINAL as of 6/21/2017 page 2 ARPA SUBRECIPIENT CONTRACT — EXHIBITS Rev. 07/14/2023 Fort Worth Housing Solutions - ARPA Infrastructure Improvements/Hughes House Apartments Page 14 EXHIBIT "K" CONTRACT AND SUBCONTRACT ACTIVITY REPORTING FORM (NOT APPLICABLE) ARPA SUBRECIPIENT CONTRACT — EXHIBITS Rev. 07/14/2023 Fort Worth Housing Solutions - ARPA Infrastructure Improvements/Hughes House Apartments Page 15 6/14/22, 2:07 PM M&C Review CITY COUNCIL AGENDA Official site of the City of Fort Worth, Texas FORT WORT11 Ir- 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 Fundinq 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 Council Funding Use Amount Funding District Category Renovation for Early Learning Center in Child Care Non- Riverside: Gwendolyn C. Gragg Child Associates $2,000,000.00 Revenue 2400 E. 1 st 8 Development Center; renovation project to Recovery St., 76111 include three additional classrooms (total of 8 classrooms) and expanded services for infants and toddlers Fort Worth Cowan Place; Housing $400'000.00 Revenue 5400/5420 E. Solutions Recovery Rosedale St., 76105 Fort Worth Non- Neighborhood Area $1 500,000.00 Revenue surrounding Habitat for Recovery JPS Hospital Humanity TOTAL $3,900,000.00 Agency Funding Amount Child Care Associates $5,000,000.00 Infrastructure expenses related to neighborhood redevelopment for the Stop 5 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 9 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 ARPA Council Funding Address District Category Non- 5100 Revenue Block of Recovery Avenue G, 76105 5 Hughes House $400,000.00 Revenue 4830/4908 5 Recovery E. Rosedale St., 76105 Fort Worth Revenue Phase 3: Housing $400,000.00 Not Yet 5 Recovery Solutions Named Revenue Phase 4: $400,000.00 Recovery Not Yet Named Funding Use Building a new Early Learning Center at the future/proposed Stop Six Hub to expand access to infant, toddler and three-year old services in Stop Six; the ARPA investment would draw $9.2M in quality early learning services from Child Care Associates at no charge to low-income families in Stop Six over ten (10) years 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 5 Neighborhood Implementation Program Phase 4; design and construction work associated with underground power lines and the elimination of power poles TOTAL $6,200,000.00 apps.cfwnet.org/council_packet/mc_review.asp? I D=29362&cou ncildate=10/19/2021 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 Pending Allocation $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 17ARPA ALLOCATIONS EVANS & $4,245,533.42 Allocation ROSEDALE REDEVELOPMENT Pending 17ARPA ALLOCATIONS UNTHSC $2,400,000.00 Allocation TECHSTARS Pending 19ARPA ALLOCATIONS TO Allocation $10,100,000.00 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. TO Fund Department Account Project Program Activity ID ID FROM Fund Department Account Project ID ID Submitted for City Manager's Office by_ Originating Department Head: Program Activity Budget Reference # Amount Year (Chartfield 2) Budget Reference # Amount Year (Chartfield 2) Fernando Costa (6122) 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 Citv 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) apps.cfwnet.org/council_packet/mc_review.asp? I D=29362&cou ncildate=10/19/2021 4/4 a€ An official website of the United States government Here'show you know QScheduled Maintenance Show Details O I See All Alerts Jon 9, 2024 Cease Using the Entity Management API for Reps and Certs Information Show Details O Dec 13,2023 .91MINI.SAM,Gov® 0 Home Search Data Bank Data Services Help Search All Words e.g. 1606N020002 Select Domain JJJ Entity Information + All Entity Information Entities Disaster Response Registry Responsibility / Qualification Exclusions Filter By — Keyword Search For more information on how to use our keyword search, visit our help guide Simple Search Search Editor O Any Words Q O All Words OExact Phrase e.g. 123456789, Smith Corp Classification Excluded Individual Excluded Entity Entity Name Fort Worth Housing Solutions % Fort Worth Housing Solutions x Unique Entity ID e.g. HTVR9YJHK65L CAGE/NCAGE Federal Organaations Exclusion Type Exclusion Program Location Dates ReSetO No matches found We couldn't find a match for your search criteria. Please try another search or go back to previous results. Go Back FORT WORTH Routing and Transmittal Slip Neighborhood Services Department DOCUMENT TITLE: ARPA Utility Underqroundinq— Fort Worth Housinq Solutions — ARPA Contract Hughes House M&C 20-0685 CPN CSO # DOC# DATE: TO: INITIALS DATE OUT 1. Brian Dennison BDennison(EVwhs.orq. - Jan 11, 2024 11-n Denni an 11, 202416:13 CST) 2. Heather Ra den HRaiden(cbfywhs.orq Jan 22 2024 3. Mary -Margaret Lemons Mmlemons(cbfwhs.orq Ma et e an 29,2024 ,:59CIT) Jan 29, 2024 4. Leticia Rodriguez Z,-,. � Feb 5, 2024 5. Chad LaRoque 9-v- Chad LaVoque(Feb 5, 202410:36 CST) Feb 5, 2024 6. Victor T. Turner v Feb 5, 2024 Feb 5, 2024 7. Leslie L. Hunt Le ie Funt(Feb 5, 202412:00 CST) 8. Fernando Costa �C4— Feb 5, 2024 9. Ronald Gonzales Feb 5, 2024 10. Jannette S. Goodall Feb 5, 2024 11. Allison Tidwell AT Feb 6, 2024 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 SAM E DAY: ❑ Yes ❑ No NEXT DAY: ❑ Yes ❑ No ROUTING TO CSO: XYes ❑ 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 _Virginia Villalobos_at ext._7744_ for pick up when completed. Thank you.