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HomeMy WebLinkAboutContract 45960 Url OEC MAW STATE OF TEXAS § COMMMT M0,:y' COUNTY OF TARRANT § This contract ("Contract") is made and entered into by and between the City of Fort Worth (hereafter "City") and the Cornerstone Assistance Network Housing Development Corporation. (hereafter "CHDO"), a Texas non-profit corporation. City and CHDO may be referred to individually as a"Party" and jointly as "the Parties". The Parties state as follows: WHEREAS, City has received a grant from the United States Department of Housing and Urban Development through the HOME Investment Partnerships Program, Catalog of Federal Domestic Assistance No. 14.239, with which City desires to promote activities that expand the supply of affordable housing and the development of partnerships among City, local governments, local lenders, private industry and neighborhood-based nonprofit housing organizations; WHEREAS, the primary purpose of the HOME program pursuant to the HOME Investment Partnerships Act at Title II of the Cranston Gonzales National Affordable Housing Act of 1990, as amended, 42 U.S.C. 12701 et seq. and the HOME Investment Partnerships Program Final Rule, as amended, 24 CFR Part 92 et seq. is to benefit low income citizens by providing them with affordable housing; WHEREAS, a portion of City's HOME funds are reserved for the use of certain housing development entities that qualify under the HOME Regulations as a Community Housing Development Organization or CHDO; WHEREAS, CHDO is a Texas non-profit corporation managed by a volunteer Board of Directors working to increase the number of quality, accessible, and affordable ownership housing units available to low and moderate income persons and families and has fulfilled the requirements of the HOME Program to be a Community Housing Development Organization; WHEREAS, City has certified that CHDO is a Community Housing Development Organization; WHEREAS, City has provided HOME CHDO funds to CHDO to construct single family houses for sale to low to moderate income homebuyers; WHEREAS, City has awarded operating funds to CHDO for the purpose of assisting CHDO's efforts to develop and maintain its operating capacity to expand the production of affordable single family houses through new construction activities; and WHEREAS, City citizens and the City Council have determined that the development of quality, accessible, affordable housing is needed for moderate, low, and very low-income City citizens. OFFICIAL RECORD CHDO OPERATING FUNDS CONT AMY SECRETARY Rev. 8-4-14 Cornerstone Assistance Network Housin Dyggrp� tio RECEIVED SEP 2 Page 1 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 CHDO hereby agree that the recitals set forth above are true and correct and form the basis upon which the Parties have entered into this Contract. 2. DEFINITIONS. In addition to terms defined in the body of this Contract,the following terms shall have the definitions ascribed to them as follows: Act means the HOME Investment Partnerships Act at Title II of the Cranston Gonzales National Affordable Housing Act of 1990, as amended, 42 U.S.C. 12701 et seq. Business Diversity Enterprise Ordinance or BDE means the City's Business Diversity Ordinance, Ordinance No. 20020-12-2011. Complete Documentation means the following documentation as applicable: • Attachments I and II, with supporting documentation as follows: o Proof of expense: copies of timesheets, invoices, leases, service contracts or other documentation showing that payment is due by CHDO. o Proof of payment: cancelled checks, bank statements, or wire transfers necessary to demonstrate that amounts due by CHDO were actually paid by CHDO. • Other documentation: (i) documentation showing compliance with BDE or DBE bidding process for procurement or Contract activities, if applicable; (ii) proof of contractor, subcontractor or vendor eligibility as described in Section 6.6; and (iii) any documents or records reasonably necessary to verify costs. • Complete Documentation shall meet the standards described in the attached Exhibit "F" -Documentation Standards. Community Housing Development Organization or CHDO means, as defined in 24 CFR 92.2 as amended from time, a private non-profit organization that: (1) Is organized under State or local laws; (2) Has no part of its net earnings inuring to the benefit of any member, founder, contributor, or individual of the CHDO; CHDO OPERATING FUNDS CONTRACT Rev. 8-4-14 Cornerstone Assistance Network Housing Development Corporation Page 2 (3) Is neither controlled by, nor under the direction of, individuals or entities seeking to derive profit or gain from the organization. A CHDO may be sponsored or created by a for-profit entity, but: (i) The for-profit entity may not be an entity whose primary purpose is the development or management of housing, such as a builder, developer, or real estate management firm; (ii) The for-profit entity shall not appoint more than one-third of the membership of the organization's governing body, and board members appointed by the for-profit entity may not appoint the remaining two- thirds of the board members; and (iii) The CHDO must be free to contract for goods and services from vendors of its own choosing; (4) Has a tax exemption ruling from the Internal Revenue Service under section 501(c) (3) or (4) of the Internal Revenue Code of 1986 ; (5) Is not a public body (including the City) or an affiliate of a public body; (6) Has standards of financial accountability that conform to 24 CFR 84.21 "Standards for Financial Management Systems"; (7) Has among its purposes the provision of decent housing that is affordable to low-income and moderate-income persons, as evidenced in its charter, articles of incorporation, resolutions, or by laws; (8) Maintains accountability to low-income community residents by: (i) Maintaining at least one-third of its governing board's membership for residents of low-income neighborhoods, other low-income community residents, or elected representative of low-income neighborhood organizations. For urban areas, "community" may be a neighborhood or neighborhoods, city, county or metropolitan area; for rural areas, it may be a neighborhood or neighborhoods, town, village, county, or multi-county area(but not the entire State); and (ii) Providing a formal process for low-income-program beneficiaries to advise the organization in its decisions regarding the design, siting, development, and management of affordable housing; (9) Has a demonstrated capacity for carrying out activities assisted with HOME funds; (10) Has a history of serving the community within which housing to be assisted with HOME funds is to be located; and (11) Has at least one full-time staff person. Construction Contracts means collectively City Secretary Contract No. 45940 for 3229 Fitzhugh Avenue and No. 45941 for 3233 Fithugh Avenue between City and CHDO for the construction of single family houses. DBE means disadvantaged business enterprise in accordance with 49 CFR Part 26. Director means the Director of the City's Housing and Economic Development Department. CHDO OPERATING FUNDS CONTRACT Rev. 8-4-14 Cornerstone Assistance Network Housing Development Corporation Page 3 Effective Date means June 1, 2014. HED Department means the City's Housing and Economic Development Department. HOME means the HOME Investment Partnerships Program. HOME CHDO Operating Funds means the HOME Program grant funds supplied by City to CHDO under the terms of this Contract. HOME Regulations means the HOME Investment Partnerships Program Final Rule found at 24 CFR Part 92 et seq. HUD means the United States Department of Housing and Urban Development. IDIS means HUD's Integrated Disbursement Information System. Reimbursement Request means all reports and other documentation described in Section 10. 3. TERM. The term of this Contract commences on the Effective Date and terminates September 30, 2015 unless earlier terminated as provided in this Contract. 4. DUTIES AND RESPONSIBILITIES OF CITY. 4.1 Provide HOME CHDO Operating Funds. City shall provide up to $50,000.00 of HOME CHDO Operating Funds for eligible administration and operating expenses relating to the production of affordable single family houses. 4.1.1 Eligible Expenses. Eligible administration and operating expenses under this Contract shall be limited to (i) salaries, wages and other employee compensation and benefits; (ii) job- related education, training and travel expenses for employees; (iii) rent, utilities, taxes and insurance; and (iv) equipment, materials and supplies as further described on Exhibit "B"—Budget. 4.2 City Will Monitor. City will monitor the activities and performance of CHDO and any of its contractors, subcontractors or vendors annually as required by 24 CFR Part 92.504. 5. CHDO OBLIGATIONS. 5.1. Operate CHDO to Maintain CHDO Certification. CHDO shall conduct its operations in such a manner as to maintain its status as a CHDO throughout the term of this Contract. CHDO OPERATING FUNDS CONTRACT Rev. 8-4-14 Cornerstone Assistance Network Housing Development Corporation Page 4 5.2 Use of HOME CHDO Operating Funds. 5.2.1 Costs in Compliance with HOME Regulations and Contract. CHDO shall use the HOME CHDO Operating Funds to operate the CHDO as set forth herein. CHDO shall be reimbursed for eligible operating costs with HOME CHDO Operating Funds only if City determines in its sole discretion that: 5.2.1.1 Costs are eligible expenditures in accordance with HOME 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 by CHDO. 5.2.2 Budget. CHDO agrees that the HOME CHDO Operating Funds will be paid on a reimbursement basis in accordance with Exhibit `B" —Budget and Exhibit "C" — Reimbursement Schedule. CHDO 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, so long as the expenses are in compliance with 5.2.1, comply with Exhibit "A" — CHDO Operating Expense Summary, and the total amount of HOME CHDO Operating Funds is not increased. 5.2.3 Change in HOME CHDO Operating Funds Budget. 5.2.3.1 CHDO will notify City promptly of any additional funds it receives for operating expenses, 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 CHDO agrees to utilize the HOME CHDO Operating Funds to supplement rather than supplant funds. 5.3 Payment of HOME CHDO Operating Funds to CHDO. HOME CHDO Operating Funds will be disbursed to CHDO upon City's approval of CHDO's written and signed Reimbursement Requests, including submission of Complete Documentation to City in compliance with Section 10. It is expressly agreed by the Parties that any HOME CHDO Operating Funds not reimbursed to CHDO under the terms of this Contract shall remain with City. 5.4 Identify Expenses Paid with HOME CHDO Operating Funds. CHDO will keep accounts and records in such a manner that City may readily identify and account for expenses reimbursed with HOME CHDO Operating Funds. These records shall be made available to City for audit purposes and shall be retained as CHDO OPERATING FUNDS CONTRACT Rev. 8-4-14 Cornerstone Assistance Network Housing Development Corporation Page 5 required hereunder. 5.5 CHDO Certification. 5.5.1. Meet CHDO Requirements. By the execution of this Contract, CHDO represents that it meets the requirements for designation as a CHDO set forth in 24 CFR 92.2. 5.5.2 Report on CHDO Status. CHDO has a continuing duty to provide City with any documentation or information in regard to any change in its status as a CHDO or as a 501(c)(3)tax exempt entity within 10 business day of said change. CHDO shall provide an annual board roster and proof of its continued status as a CHDO to City by January 30th of each year. CHDO shall replace any board member who resigns or is otherwise no longer able to serve within 3 months of the vacancy. The failure of CHDO to maintain its status as a CHDO shall result in the termination of this Contract and return of all HOME CHDO Operating Funds to City. 6. INTENTIONALLY DELETED. 7. INTENTIONALLY DELETED. 8. ADDITIONAL HOME REQUIREMENTS. CHDO agrees to comply with all requirements of the HOME Program as stated in the HOME Regulations, including, but not limited to the following: 8.1 Environmental Review. HOME CHDO Operating Funds will not be paid and costs cannot be incurred until City has conducted and completed an environmental review as required by 24 CFR Part 58. 8.2. Monitoring. 8.2.1 CHDO understands and agrees that it will be subject to monitoring by City for compliance with the HOME Regulations until the project is closed in IDIS and for 5 years after completion of the Contract. CHDO will provide reports and access to project files as requested by City during the term of the Contract and for 5 years after the project is closed in IDIS. 8.2.2 Representatives of City, HUD and the United States Comptroller General shall have access during regular business hours upon 48 hours' prior notice to CHDO's offices and records that are related to the use of the HOME CHDO Operating Funds, and I to its officers, directors, agents, employees, contractors, subcontractors and vendors for r the purpose of such monitoring. CHDO OPERATING FUNDS CONTRACT Rev. 8-4-14 Cornerstone Assistance Network Housing Development Corporation Page 6 8.2.3 In addition to other provisions of this Contract regarding frequency of monitoring, City reserves the right to perform desk reviews or on-site monitoring of CHDO's compliance with the terms and conditions of this. After each monitoring visit, City shall provide CHDO with a written report of the monitor's findings. If the monitoring report notes deficiencies in CHDO's performance, the report shall include requirements for the timely correction of said deficiencies by CHDO. Failure by CHDO to take the action specified in the monitoring report may be cause for suspension or termination of this Contract as provided herein. 8.2.4 This Section 8.2 shall be applicable for the duration of the Contract term and for 5 years thereafter and shall survive the earlier termination or expiration of this Contract. 8.3 CHDO Procurement Standards. CHDO shall ensure that procurement of materials and services is done in a cost effective manner. CHDO shall comply with all applicable Federal, state and local laws, regulations, and ordinances for making procurements under this Contract. 8.4 Terms Applicable to Contractors, Subcontractors and Vendors. CHDO understands and agrees that all terms of this Contract, whether regulatory or otherwise, shall apply to any and all contractors, subcontractors and vendors of CHDO which are in any way paid with HOME CHDO Operating Funds. CHDO 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 HOME Requirements and the HOME Regulations. CHDO shall monitor the services and work performed by its contractors, subcontractors and vendors on a regular basis for compliance with the HOME Requirements, the HOME Regulations and Contract provisions. CHDO is responsible to cure all violations of the HOME Regulations committed by its contractors, subcontractors or vendors. City maintains the right to insist on CHDO's full compliance with the terms of this Contract and the HOME Regulations and CHDO is responsible for such compliance regardless of whether actions to fulfill the requirements of this Contract or the HOME Regulations are taken by CHDO or by CHDO's contractors, subcontractors or vendors. CHDO acknowledges that the provisions of this Section shall survive the earlier termination or expiration of this Contract and be applicable for 5 years after the termination of this Contract. 9. RECORD KEEPING, REPORTING AND DOCUMENTATION REQUIREMENTS,RIGHT TO AUDIT. 9.1 Record Keeping. CHDO shall maintain a record-keeping system as part of 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, CHDO will keep or cause to be kept an accurate record of all actions taken and all funds spent, with supporting and back-up documentation. CHDO will maintain all records and documentation related to this Contract for 5 years CHDO OPERATING FUNDS CONTRACT Rev. 8-4-14 Cornerstone Assistance Network Housing Development Corporation Page 7 after the Contract terminates. If any claim, litigation, or audit is initiated before the expiration of the 5 year period, the relevant records and documentation must be retained until all such claims, litigation or audits have been resolved. 9.1.2 Access to Records. Representatives of City and HUD and any duly authorized officials of the Federal government will have full access to, and the right to examine, audit, excerpt and/or transcribe any of CHDO's records pertaining to all matters covered by this Contract for 5 years after the Contract terminates. Such access shall be during regular business hours and upon at least 48 hours prior notice. 9.2 Reports. CHDO will submit to City all reports and documentation described in this Contract in such form as City may prescribe. CHDO may also be required to submit a final performance and/or final financial report if required by City at the termination of this Contract and/or the end of the Loan in such form and within such times as City may prescribe. Failure to submit any report or documentation described in this Contract to City shall be an event of default of this Contract and City may exercise all of it remedies for default under this Contract. 9.2.1 Additional Information. CHDO shall provide City with additional information as may be required by state or Federal agencies to substantiate HOME Program activities and /or project expenditure eligibility. 9.3 Change in Reporting Requirements and Forms. City retains the right to change reporting requirements and forms at its discretion. City will notify CHDO 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. 9.4 City Reserves the Right to Audit. City reserves the right to perform an audit of CHDO's project operations and finances at any time during the term of this Contract or for 5 years after the Contract terminates, if City determines that such audit is necessary for City's compliance with the HOME Regulations or other City policies, and CHDO agrees to allow access to all pertinent materials as described herein. If such audit reveals a questioned practice or expenditure, such questions must be resolved within 15 business days after notice to CHDO 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 and/or other contract with CHDO. IF AS A RESULT OF ANY AUDIT IT IS DETERMINED THAT CHDO HAS FALSIFIED ANY DOCUMENTATION OR MISUSED, MISAPPLIED OR MISAPPROPRIATED HOME CHDO OPERATING FUNDS OR SPENT HOME CHDO OPERATING FUNDS ON ANY INELIGIBLE ACTIVITIES, CHDO AGREES TO REIMBURSE CITY THE AMOUNT OF SUCH MONIES PLUS THE AMOUNT OF ANY SANCTIONS, CHDO OPERATING FUNDS CONTRACT Rev. 8-4-14 Cornerstone Assistance Network Housing Development Corporation Page 8 PENALTY OR OTHER CHARGE LEVIED AGAINST CITY BY HUD BECAUSE OF SUCH ACTIONS. 10. REIMBURSEMENT REQUIREMENTS. CHDO shall provide City with Complete Documentation and the following reports as shown in Exhibit "E" — Reimbursement Forms with each Reimbursement Request: 10.1 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 CHDO. By signing Attachment I, CHDO is certifying that the costs are valid, eligible, and consistent with the terns and conditions of this Contract, and the data contained in the report is true and correct. 10.2 Attachment II—Expenditure Worksheet. This report shall itemize each expense requested for reimbursement by CHDO. In order for this report to be complete the following must be submitted: 10.2.1 Proof that each expense was paid by CHDO, which proof can be satisfied by cancelled checks, wire transfer documentation, paid receipts or other appropriate banking documentation. 10.3. Deadline for Submittinj4 Reimbursement Requests. All Reimbursement Requests along with Complete Documentation shall be submitted by CHDO to City within 30 days from each of the deadlines as shown in Exhibit"C"—Reimbursement Schedule. 10.4 Withholding Payment. 10.4.1 CITY SHALL WITHHOLD PAYMENTS REQUESTED UNDER THIS CONTRACT IF COMPLETE DOCUMENTATION IS NOT RECEIVED. 10.4.2 CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT ON ANY REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 60 DAYS OF THE DEADLINES SHOWN IN EXHIBIT "C" —REIMBURSEMENT SCHEDULE. In addition, CHDO's failure to timely submit Reimbursement Requests and Complete Documentation along with any required reports shall be an event of default. 10.5 Timing of Payment. Provided that CHDO submits Complete Documentation to the Director in conformance with this Contract, City will reimburse CHDO for eligible expenses within 30 calendar days. CHDO OPERATING FUNDS CONTRACT Rev. 8-4-14 Cornerstone Assistance Network Housing Development Corporation Page 9 11. DEFAULT AND TERMINATION. 11.1 Failure to Maintain or Submit Required Reports and Documentation. If CHDO fails to maintain all records and documentation as required in Section 9, or fails to submit any report or documentation required by this Contract, or if the submitted report or documentation is not in compliance with this Contract or the HOME Regulations as determined by City in its sole discretion, City will notify CHDO in writing and CHDO will have 30 calendar days from the date of the written notice to obtain or recreate the missing records or documentation, or submit or resubmit any such report or documentation to City. If CHDO 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. 11.2 In General. 11.2.1 Subject to Section 11.1, and unless specifically provided otherwise in this Contract, CHDO shall be in default under this Contract if CHDO breaches any term or condition of this Contract. In the event that such a breach remains uncured after 30 calendar days following written notice by City (or such other notice period as may be specified herein), or if CHDO has diligently and continuously attempted to cure following receipt of such written notice but reasonably required more than 30 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 CHDO's time to cure, (ii) terminate this Contract effective immediately upon written notice of such intent to CHDO. City's remedies may include: 11.2.1.1 Direct CHDO 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. 11.2.1.2 Direct CHDO to establish and follow a management plan that assigns responsibilities for carrying out the remedial activities. 11.2.1.3 Cancel or revise activities likely to be affected by the performance deficiency, before expending HOME CHDO Operating Funds for the activities. 11.2.1.4 Reprogram HOME CHDO Operating Funds that have not yet been expended from affected activities to other eligible activities or withhold HOME CHDO Operating Funds. 11.2.1.5 Direct CHDO to reimburse City in any amount of HOME CHDO Operating Funds not used in accordance with the CHDO OPERATING FUNDS CONTRACT Rev. 8-4-14 Cornerstone Assistance Network Housing Development Corporation Page 10 HOME Regulations. 11.2.1.6 Suspend reimbursement of HOME CHDO Operating Funds for affected activities. 11.2.1.7 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 or any other contracts with CHDO, including but not limited to the Construction Contracts and any other available remedies. 11.2.2 In the event of termination under this Section 11.2, all HOME CHDO Operating Funds awarded but unpaid to CHDO pursuant to this Contract shall be immediately rescinded and CHDO shall have no further right to such. 11.3 No Funds Disbursed while in Breach. CHDO understands and agrees that no HOME CHDO Operating Funds will be paid to CHDO until all defaults are cured to the satisfaction of City. 11.4 No Compensation After Date of Termination. CHDO shall not receive any HOME CHDO Operating Funds for work undertaken after the date of termination. 11.5 Rights of City Not Affected. Termination shall not affect or terminate any of the existing rights of City against CHDO, or which may thereafter accrue because of such default, and this provision shall be in addition to any and all other rights and remedies available to City under the law. Such termination does not terminate any applicable provisions of 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 CHDO default. 11.6 Waiver of Breach Not Waiver of Subsequent Breach. The waiver of a default or breach of any term, covenant, or condition of this Contract shall not operate as a waiver of any subsequent breach of the same or any other term, covenant or condition hereof. 11.7 Civil Criminal and Administrative Penalties. Failure to perform all the Contract terms may result in civil, criminal or administrative penalties, including,but not limited to those set out in this Contract. 11.8 Termination for Cause. r 11.8.1 CHDO's uncured breach or default under the Construction Contracts shall be cause for City to terminate this Contract automatically. In the event City CHDO OPERATING FUNDS CONTRACT Rev. 8-4-14 Cornerstone Assistance Network Housing Development Corporation Page 11 terminates this Contract for cause under this Section 11.8.1, all HOME CHDO Operating Funds awarded but unpaid to CHDO pursuant to this Contract shall be immediately rescinded and CHDO shall have no further right to such funds. CHDO ACKNOWLEDGES AND AGREES THAT IF CITY TERMINATES THIS CONTRACT FOR CAUSE, CHDO OR ANY OF ITS AFFILIATES SHALL NOT BE CONSIDERED FOR ANY OTHER CITY CONTRACT FOR HOME FUNDS FOR A MINIMUM OF 5 YEARS FROM THE DATE OF TERMINATION. 11.8.2 CHDO may terminate this Contract if City does not provide the HOME CHDO Operating Funds substantially in accordance with this Contract. 11.9 Termination for Convenience. In terminating in accordance with 24 C.F.R. 85.44, this Contract may be terminated in whole or in part only as follows: 11.9.1 By City with the consent of CHDO 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 11.9.2 By CHDO upon at least 30 days written notice 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, if City determines in its sole discretion that the remaining portion of the Contract to be performed or HOME CHDO Operating Funds to be spent will not accomplish the purposes for which the Contract was made City may terminate the Contract in its entirety. 11.10 Dissolution of CHDO or Loss of CHDO Certification Terminates Contract. This Contract shall automatically terminate in the event CHDO is dissolved, ceases to exist or loses its CHDO certification or status. 12. INTENTIONALLY DELETED. 13. MATERIAL OWNERSHIP CHANGE. If ownership of CHDO materially changes after the date of this Contract, City may but is not obligated to, terminate this Contract. City has 30 days to make such determination after receipt of notice from CHDO and failure to make such determination will constitute a waiver. In the event of termination under this Section 13, all HOME CHDO Operating Funds awarded but not yet paid to CHDO pursuant to this Contract shall be immediately rescinded and CHDO shall have no further right to such funds. 14. GENERAL PROVISIONS i 14.1 CHDO an Independent Contractor. CHDO shall operate hereunder as an independent contractor and not as an officer, agent, servant or employee of City. CHDO shall have exclusive control of, and the CHDO OPERATING FUNDS CONTRACT Rev. 8-4-14 Cornerstone Assistance Network Housing Development Corporation Page 12 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, vendors, tenants, licensees or invitees. 14.2 Doctrine of Respondeat Superior. The doctrine of respondeat superior shall not apply as between City and CHDO, its officers, members, agents, servants, employees, contractors, subcontractors, vendors, tenants, licensees or invitees, and nothing herein shall be construed as creating a partnership or joint enterprise between City and CHDO. City does not have the legal right to control the details of the tasks performed hereunder by CHDO, its officers, members, agents, employees, contractors, subcontractors, vendors, tenants, licensees or invitees. 14.3 CHDO Property. City shall under no circumstances be responsible for any property belonging to CHDO, its officers, members, agents, employees, contractors, subcontractors, vendors, tenants, licensees or invitees that may be lost, stolen or destroyed or in any way damaged and CHDO HEREBY INDEMNIFIES AND HOLDS HARMLESS CITY AND ITS OFFICERS, AGENTS, AND EMPLOYEES FROM ANY AND ALL CLAIMS OR SUITS PERTAINING TO OR CONNECTED WITH SUCH PROPERTY. 14.4 Religious Organization. No portion of the HOME CHDO Operating Funds shall be used in support of any sectarian or religious activity. In addition, there must be no religious or membership criteria for buyers of a HOME-funded property. 14.5 Venue. Venue for any action, whether real or asserted, at law or in equity, arising out of the execution, performance, attempted performance or non-performance of this Contract, shall lie in Tarrant County, Texas. 14.6 Governing Law. This Contract shall be government by and construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, arises out of the execution, performance or non-performance of this Contract or on the basis of any provision herein, for any issue not governed by Federal law, the choice of law shall be the laws of the State of Texas. 14.7 Severability. The provisions of this Contract are severable, and, if for any reason a clause, sentence, paragraph or other part of this Contract shall be determined to be invalid by a court or Federal or state agency, board or commission having jurisdiction over the subject matter thereof, such invalidity shall not affect other provisions which can be given effect without the invalid provision. CHDO OPERATING FUNDS CONTRACT Rev. 8-4-14 Cornerstone Assistance Network Housing Development Corporation Page 13 14.8 Written Agreement Entire Agreement. This written instrument and the Exhibits, Attachments and Addendums attached hereto, which are incorporated by reference and made a part of this Contract for all purposes, constitutes the entire agreement by the Parties concerning the work and services to be performed under this Contract. Any prior or contemporaneous oral or written agreement, which purports to vary the terms of this Contract, shall be void. Any amendments to the terms of this Contract must be in writing and executed by the Parties. 14.9 Paragraph Headings for Reference Only, No Legal Significance; Number and Gender. The paragraph headings contained herein are for convenience in reference to this Contract and are not intended to define or to limit the scope of any provision of this Contract. When context requires, singular nouns and pronouns include the plural and the masculine gender shall be deemed to include the feminine or neuter and the neuter gender to include the masculine and feminine. The words "include" and "including" whenever used herein shall be deemed to be followed by the words "without limitation". 14.10 Compliance With All Applicable Laws and Regulations. CHDO agrees to comply fully with all applicable laws and regulations that are currently in effect or that are hereafter amended during the performance of this Contract. Those laws include, but are not limited to: ➢ HOME Investment Partnership Act as set out above ➢ 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 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.), 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 CHDO OPERATING FUNDS CONTRACT Rev. 8-4-14 Cornerstone Assistance Network Housing Development Corporation Page 14 ➢ 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 ➢ Regulations at 24 CFR Part 882.708(c) pertaining to site and neighborhood standards for new construction projects ➢ Regulations at 24 CFR Part 983.6 for Site and Neighborhood Standards Review ➢ Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act ➢ Guidelines of the Environmental Protection Agency at 40 CFR Part 247 ➢ For contracts and subgrants for construction or repair, Copeland "Anti- Kickback"Act (18 U.S.C. 874) as supplemented in 29 CFR Part 5 ➢ For construction contracts in excess of $2,000, and in excess of $2,500 for other contracts which involve the employment of mechanics or laborers, Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327A 300) as supplemented by 29 CFR Part 5 ➢ Lead-Based Paint Poisoning Prevention Act (42 U.S.C. 4801 et seq.), as amended by the Residential Lead-Based Paint Hazard Reduction Act of 1992 (42 U.S.C. 4851 et seq.) and implementing regulations at 24 CFR Part 35, subparts A, B, M, and R ➢ Regulations at 24 CFR Part 92, Home Investment Partnerships Program Final Rule 14.11 INTENTIONALLY DELETED. 14.12 Prohibition Aizainst Discrimination. 14.12.1 General Statement. CHDO, in the execution, performance or attempted performance of this Contract, shall comply with all non-discrimination requirements of 24 CFR 92.350 and the ordinances codified at Chapter 17, Article III, Division 4 — Fair Housing of the City Code. CHDO may not discriminate against any person because of race, color, sex, gender, religion, national origin, familial status, disability or perceived disability, sexual orientation, gender identity, gender expression, or transgender, nor will CHDO permit its officers, members, agents, employees, vendors or project participants to engage in such discrimination. 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 CHDO hereby covenants and agrees that CHDO, its officers, members, CHDO OPERATING FUNDS CONTRACT Rev. 8-4-14 Cornerstone Assistance Network Housing Development Corporation Page 15 agents, employees, vendors 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, vendors or contractors. 14.12.2 No Discrimination in Employment during the Performance of this Contract. CHDO agrees to the following provision during the performance of this Contract, and will require that its contractors, subcontractors and vendors also comply with such provision by including it in all contracts with its contractors, subcontractors or vendors using CHDO Operating Funds: 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. _[Contractor's, Subcontractor's or Vendors Name]_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. [Contractor's or Subcontractor's Name] agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. _[Contractor's, Subcontractor's or Vendor's Namel_will, in all solicitations or advertisements for employees placed by or on behalf of _lContractor'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. _[Contractor's, Subcontractor's or Vendor's Name] 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. CHDO OPERATING FUNDS CONTRACT Rev. 8-4-14 Cornerstone Assistance Network Housing Development Corporation Page 16 [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 CHDO's Contractors and ADA. In accordance with the provisions of the Americans With Disabilities Act of 1990 ("ADA"), CHDO warrants that it and any of its contractors 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 CHDO or any of its contractors. CHDO WARRANTS IT WILL FULLY COMPLY WITH ADA'S PROVISIONS AND ANY OTHER APPLICABLE FEDERAL, STATE AND LOCAL LAWS CONCERNING DISABILITY AND WILL DEFEND, INDEMNIFY AND HOLD CITY HARMLESS AGAINST ANY CLAIMS OR ALLEGATIONS ASSERTED BY THIRD PARTIES, CONTRACTORS, SUBCONTRACTORS OR VENDORS AGAINST CITY ARISING OUT OF CHDO'S AND/OR ITS CONTRACTORS', SUBCONTRACTORS', VENDORS', AGENTS' OR EMPLOYEES' ALLEGED FAILURE TO COMPLY WITH THE ABOVE-REFERENCED LAWS CONCERNING DISABILITY DISCRIMINATION IN THE PERFORMANCE OF THIS CONTRACT. 14.13. Prohibition Against Interest/Conflict of Interest. 14.13.1 CHDO 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. CHDO shall disclose to City any conflict of interest or potential conflict of interest described above, immediately upon discovery of such. 14.13.2 No persons who are employees, agents, consultants, officers or elected officials or appointed officials of City or of CHDO who exercise or have exercised any functions or responsibilities with respect to activities assisted with HOME funds or who are in a position to participate in a decision-making process or gain inside information with regard to these activities may occupy a HOME-assisted housing unit, may obtain a financial interest or benefit from a HOME-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, unless they are accepted in accordance with the procedures set forth at 24 C.F.R. Part 92.356. 14.13.3 CHDO affirms that it will adhere to the provisions of the Texas Penal Code which prohibits bribery and gifts to public servants. CHDO OPERATING FUNDS CONTRACT Rev. 8-4-14 Cornerstone Assistance Network Housing Development Corporation Page 17 14.13.4 If applicable, the conflict of interest provisions of 24 CFR Part 85.36 and 24 CFR Part 84.42, respectively, shall apply in the procurement of property and services by CHDO. In all cases not governed by those sections, the provisions of 24 CFR Part 92.356 of the HOME Regulations shall apply. 14.14 INTENTIONALLY DELETED. 14.15 Subcontractin1l with Small and Minority Firms, Women's Business Enterprises and Labor Surplus Areas. 14.15.1 For procurement contracts $50,000.00 or larger, CHDO agrees to abide by City's policy to involve Minority Business Enterprises and Small Business Enterprises and to provide them equal opportunity to compete for contracts for construction, provision of professional services, purchase of equipment and supplies and provision of other services required by City. CHDO agrees to incorporate the City's BDE Ordinance, and all amendments or successor policies or ordinances thereto, into all contracts and subcontracts for procurement $50,000.00 or larger, and will further require all persons or entities with which it so contracts to comply with said ordinance. 14.15.2 It is national policy to award a fair share of contracts to disadvantaged business enterprises ("DBEs"), small business enterprises ("SBEs"), minority business enterprises ("MBEs"), and women's business enterprises ("WBEs"). Accordingly, affirmative steps must be taken to assure that DBEs, SBEs,MBEs, and WBEs are utilized when possible as sources of supplies, equipment, construction and services. 14.16 Other Laws. The failure to list any Federal, state or City ordinance, law or regulation that is applicable to CHDO does not excuse or relieve CHDO from the requirements or responsibilities in regard to following the law, nor from the consequences or penalties for CHDO's failure to follow the law, if applicable. 14.17 Assignment. CHDO shall not assign all or any part of its rights, privileges, or duties under this Contract without the prior written approval of City. Any attempted assignment of same without approval shall be void, and shall constitute a breach of this Contract. 14.18 Right to Inspect CHDO Contracts. It is agreed that City has the right to inspect and approve in writing any proposed contracts between CHDO, and (i) its 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, (ii) any vendor contracts arising out of the sale of the Required Improvements, and (iii) any third party contracts to be paid with HOME CHDO Operating Funds, prior to any charges being incurred under any such contracts. 14.19 Force Maieure. If CHDO 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 CHDO OPERATING FUNDS CONTRACT Rev. 8-4-14 Cornerstone Assistance Network Housing Development Corporation Page 18 public enemies, wars, blockades, insurrections, riots, 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, or some other reason beyond CHDO'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. CHDO 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 CHDO's obligation regardless of the extent of any existing Force Majeure Event. CHDO 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 HOMERegulations, auditing, monitoring, record keeping and reports, City ordinances, the provisions of Section 6.6 pertaining to the Federal System Award Management, or any other HOME Program requirements, and any default and enforcement provisions necessary to enforce such provisions, shall survive the termination of this Contract for 5 years after the termination date and shall be enforceable by City against CHDO. 15. INDEMNIFICATION AND RELEASE. CHDO 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 FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER,WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF THIS CONTRACT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES OF THE PROJECT DESCRIBED HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY, AND CHDO HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY OF CITY AND ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES FOR ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KINDS OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF THIS CONTRACT AND AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES OF THE PROJECT DESCRIBED HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY. CHDO LIKEWISE CHDO OPERATING FUNDS CONTRACT Rev. 8-4-14 Cornerstone Assistance Network Housing Development Corporation Page 19 COVENANTS AND AGREES 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 CHDO, ITS OFFICERS, MEMBERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, INVITEES, LICENSEES, OR PROJECT PARTICIPANTS, OR CAUSED, IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY. IT IS THE EXPRESS INTENTION OF THE PARTIES, BOTH CHDO AND CITY, THAT THE INDEMNITY PROVIDED FOR THIS SECTION INCLUDES INDEMNITY BY CHDO TO INDEMNIFY AND PROTECT CITY FROM THE CONSEQUENCES OF CITY'S OWN NEGLIGENCE, WHETHER THAT NEGLIGENCE IS ALLEGED TO BE THE SOLE OR CONCURRING CAUSE OF THE INJURY,DAMAGE OR DEATH. CHDO AGREES TO AND SHALL RELEASE CITY, ITS AGENTS, EMPLOYEES, OFFICERS AND LEGAL REPRESENTATIVES FROM ALL LIABILITY FOR INJURY, DEATH, DAMAGE OR LOSS TO PERSONS OR PROPERTY SUSTAINED IN CONNECTION WITH OR INCIDENTAL TO PERFORMANCE UNDER THIS CONTRACT, EVEN IF THE INJURY, DEATH, DAMAGE OR LOSS IS CAUSED BY CITY'S SOLE OR CONCURRENT NEGLIGENCE. CHDO SHALL REQUIRE ALL OF ITS CONTRACTORS AND SUBCONTRACTORS TO INCLUDE IN THEIR CONTRACTS AND SUBCONTRACTS A RELEASE AND INDEMNITY IN FAVOR OF CITY IN SUBSTANTIALLY THE SAME FORM AS ABOVE. 16. WAIVER OF IMMUNITY BY CHDO. If CHDO, as a charitable or nonprofit organization, has or claims an immunity or exemption (statutory or otherwise) from and against liability for damages or injury, including death, to persons or property, CHDO 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. 17. INSURANCE AND BONDING. CHDO will maintain coverage in the form of insurance or bond in the amount of $50,000.00 to insure against loss from the fraud, theft or dishonesty of any of CHDO's officers, agents, trustees, directors or employees. The proceeds of such insurance or bond shall be used to reimburse City for any and all loss of HOME CHDO Operating Funds occasioned by such misconduct. To effectuate such reimbursement, such fidelity coverage shall include a rider stating that reimbursement for any loss or losses shall name CHDO OPERATING FUNDS CONTRACT Rev. 8-4-14 Cornerstone Assistance Network Housing Development Corporation Page 20 the City as a Loss Payee. CHDO shall furnish to City, in a timely manner, but not later than 10 days after the Effective Date, certificates of insurance as proof that it has secured and paid for policies of commercial insurance as specified herein. If City has not received such certificates as set forth herein, CHDO shall be in default of the Contract and City may at its option, terminate 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. CHDO shall maintain, or require its general contractor to maintain, the following coverages and limits thereof: Commercial General Liability (�CGL) Insurance $1,000,000 each occurrence $2,000,000 aggregate limit Business Automobile Liability Insurance $1,000,000 each accident on a combined single-limit basis, or $ 250,000 Property Damage $ 500,000 Bodily Injury per person per occurrence $2,000,000 Aggregate Insurance policy shall be endorsed to cover"Any Auto'defined as autos owned, hired and non-owned. Pending 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 CHDO's business as contracted herein. Workers' Compensation Insurance Part A: Statutory Limits Part B: Employer's Liability $100,000 each accident $100,000 disease-each employee $500,000 disease-policy limit Note: Such insurance shall cover employees performing work on any and all projects including but not limited to construction, demolition, and rehabilitation. CHDO or its contractors shall maintain coverages, if applicable. In the event the respective contractors do not maintain coverage, CHDO 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 CHDO shall revise such amounts within 30 days following notice to CHDO of such requirements. CHDO OPERATING FUNDS CONTRACT Rev. 8-4-14 Cornerstone Assistance Network Housing Development Corporation Page 21 CHDO will submit to City documentation that it, and its general contractor, have obtained insurance coverage and have executed bonds as required in this Contract prior to payment of any monies provided hereunder. Where applicable, insurance policies required herein shall be endorsed to include City as an additional insured as its interest may appear. Additional insured parties shall include employees, officers, agents, and volunteers of City. The Workers' Compensation Insurance policy shall be endorsed to include a waiver of subrogation, also referred to as a waiver of rights of recovery, in favor of City. Any failure on part of City to request certificate(s) of insurance shall not be construed as a waiver of such requirement or as a waiver of the insurance requirements themselves. Insurers of CHDO'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 insurance policies shall not exceed $5,000 per occurrence unless otherwise approved by City. In the event there are any local, Federal or other regulatory insurance or bonding requirements for the project, and such requirements exceed those specified herein, the former shall prevail. CHDO shall require its contractors to maintain applicable insurance coverages, limits, and other requirements as those specified herein; and, CHDO shall require its contractors to provide CHDO with certificate(s) of insurance documenting such coverage. Also, CHDO shall require its contractors to have City and CHDO endorsed as additional insured (as their interest may appear) on their respective insurance policies. Directors and Officers Liability or Professional Liability coverage shall be in force and may be provided on a claims-made basis. This coverage may also be referred to as Management Liability, and shall protect the insured against claims arising out of alleged errors in judgment, breaches of duty and wrongful acts arising out of their management duties. Coverage shall protect not only the entity, but all past, present and future directors, officers, trustees, employees, volunteers and committee members. 18. CERTIFICATION REGARDING LOBBYING. CHDO 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 CHDO, to any person for influencing or attempting to influence CHDO OPERATING FUNDS CONTRACT Rev. 8-4-14 Cornerstone Assistance Network Housing Development Corporation Page 22 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, CHDO shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this Contract was made or entered into. Submission of this certificate is a prerequisite for making or entering into this Contract imposed by 31 U.S.C. Section 1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000.00 and not more than$100,000.00 for each such failure. CHDO shall require that the language of this certification be included in all subcontracts or agreements involving the expenditure of Federal funds. 19. LITIGATION AND CLAIMS. CHDO shall give City immediate notice in writing of any action, including any proceeding before an administrative agency, filed against CHDO in conjunction with this Contract or the project. CHDO shall furnish immediately to City copies of all pertinent papers received by CHDO with respect to such action or claim. CHDO shall provide a notice to City within 10 days upon filing under any bankruptcy or financial insolvency provision of law. 20. 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 or by a nationally recognized overnight delivery service; and (ii) addressed to the other Party at the address set out below or at such other address as the receiving Party designates by proper notice to the sending Party. City City Attorney's Office r 1000 Throckmorton Street Fort Worth, TX 76102 Attention: Vicki S. Ganske Telephone: 817-392-7765 CHDO OPERATING FUNDS CONTRACT Rev. 8-4-14 Cornerstone Assistance Network Housing Development Corporation Page 23 Copy to: Housing and Economic Development Department 1000 Throckmorton Street Fort Worth, TX 76102 Attention: Assistant Director Telephone: 817-392-7540 Copy to: Housing and Economic Development Department 1000 Throckmorton Street Fort Worth, TX 76102 Telephone: 817-392-7337 CHDO: Cornerstone Assistance Network Housing Development Corporation 3500 Noble Avenue Fort Worth, TX 76111 Attn: Phillip Posey, Executive Director Telephone: 817-632-6000 Copy to: Cornerstone Assistance Network Housing Development Corporation 3500 Noble Avenue Fort Worth, TX 76111 Attn: Phillip Posey, Executive Director Telephone: 817-632-6014 21. CHDO HAS LEGAL AUTHORITY TO ENTER INTO CONTRACT. CHDO represents that it possesses the legal authority, pursuant to any proper, appropriate and official motion, resolution or action passed or taken, to enter into this Contract and to perform the responsibilities herein required. 22. COUNTERPARTS. This Contract may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument which may be sufficiently evidenced by one counterpart. [SIGNATURES APPEAR ON NEXT PAGE] CHDO OPERATING FUNDS CONTRACT Rev. 8-4-14 Cornerstone Assistance Network Housing Development Corporation Page 24 Q� ®�R°°0 o ITNESS WHEREOF, the Parties have executed 4 duplicate originals of 1-0 s 00 � to be effective on theEffective Date. �$a A CITY OF FORT WORTH 00000 X 00 G / X By: it Secre Fernando Costa,Assistant City Manager M&C C-26 03 Dated 12/17/2013 M&C C-24710 Dated 1/25/2011 APPROVED AS TO Fq�f AND LEGALITY: Vicki Ganske, Senior Assistant City Attorney CORNERSTONE ASSISTANCE NETWORK HOUSING DEVELOPMENT CORPORATION, a Texas non-profit corporation P Executive irector OFFICIAL RECORD CITY SECRETARY CHDO OPERATING FUNDS CONTRACT FT. WORTH, T)fe 8-4-14 Cornerstone Assistance Network Housing Development Corporation Page 25 EXHIBITS: Exhibit "A"—CHDO Operating Expense Summary Exhibit "A-1"—January 1 —December 31,2014 Total Operating Budget Exhibit"B"—Budget Exhibit "C"—Reimbursement Schedule Exhibit"D"—Audit Requirements Exhibit "E"— Reimbursement Forms Exhibit"F"—Documentation Standards CHDO OPERATING FUNDS CONTRACT Rev. 8-4-14 Cornerstone Assistance Network Housing Development Corporation Page 26 EXHIBIT "A" CHDO OPERATING EXPENSE SUMMARY CORNERSTONE ASSISTANCE NETWORK DEVELOPMENT CORPORATION Capitalized terms not defined herein shall have meanings assigned to them in the Contract. DESCRIPTION: CHDO will provide affordable housing production services under the terms, conditions, requirements and responsibilities of the Contract. City will make available up to $50,000.00 of HOME CHDO Operating Funds for the sole purpose of assisting CHDO's efforts to develop and maintain its staff and operational capacity. The HOME CHDO Operating Funds shall be used for the reasonable and necessary administrative and operational costs for CHDO consistent with 24 CFR 92.208, and will be restricted to the items listed in Exhibit `B" —Budget. CHDO shall secure competent staff and take the necessary steps to implement an affordable housing program within the terms of the Construction Contracts and this Contract. By accepting HOME CHDO Operating Funds, CHDO maintains that it currently has a contract with City for an eligible CHDO set-aside project or that it will have a project commitment no later than 24 months from the date of this Contract. CHDO's 2014 Operating Budget is attached as Exhibit "A-1" — January 1 — December 31, 2014 Total Operating Budget. SPECIFIC PURPOSE: CHDO will use operating funds for the administrative and operational expenses necessary to operate the CHDO. PROGRAM GOALS: Provide for administration and operating activities related to the production of affordable housing for sale to low to moderate income households earning at or below 80%AMI. i CHDO Operating Contract—Exhibit"A"—CHDO Operating Expense Summary Rev 8-4-14 Cornerstone Assistance Network Development Corporation r EXHIBIT "A-1" JANUARY 1 -DECEMBER 31,2014 TOTAL OPERATING BUDGET CORNERSTONE ASSISTANCE NETWORK DEVELOPMENT CORPORATION ADMINISTRATIVE Salaries 17,382.00 FICA 1,330.00 Life Insurance Health Insurance 426.00 Disability Insurance Unemployment-State Accounting 3,900.00 PROGRAM PERSONNEL Salaries 53,000.00 FICA 4,372.00 Life Insurance Health Insurance 6,084.00 Unemployment Worker's Compensation 381.00 Retirement SUPPLIES AND SERVICES Office Supplies 7,150.00 Office Equipment Rental Postage 60.00 Printing 300.00 FACILITY AND UTILITIES Telephone 1,080.00 Electric 1,710.00 Gas Water and Wastewater Solid Waste Disposal Rent(City needs copy of lease before expenses can be reimbursed) Custodial Services Repairs 884.00 Cleaning Supplies LEGAL,FINANCIAL,AND INSURANCE Fidelity Bond or Equivalent Directors and Officers 600.00 General Commercial Liability 2,462.00 Contract Accounting TOTAL $101,121 CHDO Operating Contract—Exhibit"A-1"FY 2013 Total Operating Budget Rev 8-4-14 Cornerstone Assistance Network Development Corporation EXHIBIT "B" BUDGET CORNERSTONE ASSISTANCE NETWORK DEVELOPMENT CORPORATION CDDO `TOTAL Acc IE General OpernfingOperating OPERATING 'PROGRAM,PERSONNEL Salaries 2001 50,000 20,382 70,382 FICA 2002 5,702 5,702 Life Insurance 2003 Health Insurance 2004 6,510 6,510 Unemployment 2005 Worker's Compensation 2006 381 381 Retirement 2007 SUPPLIES AND SERVICES '. Office Supplies 3001 * 71150 7,150 Office Equipment Rental 3002 Postage 3003 60 60 Printing 3004 300 300 Food Supplies 3005 ' Cleaning Supplies 3006 Contract Labor(City needs copy of contract 4001 before expenses can be reimbursed) Travel(if preapproved by City) 4002 *"` Training(if preapproved by the City) 4003 Mileage 4004 Advertising&Marketing 4005 Telecommunication Expenses,i.e.,Telephone, Cell Phone,Internet 5001 1,080 1,080 Electric 5002 * 1,710 1,710 Gas 5003 Water and Wastewater 5004 Solid Waste Disposal 5005 *` Rent(City needs copy of lease before expenses 5006 can be reimbursed) Custodial Services 5007 * ' Repairs&Maintenance 5008 *" 884 884 LEGALr FINANCIAL,AND INSURANCE Fidelity Bond or Equivalent 6001 Directors and Officers 6002 600 600 General Commercial Liability 6003 2,462 2,462 Contract Accounting 6004 3,900 3,900 Legal Assistance 6005 TOTAL ANNUAL OPERATING BUDGET $50,000 $51,121 $101,121 *Shaded cells are not eligible for reimbursement with HOME funds. CHDO Operating Contract—Exhibit`B"—Budget Rev 8-4-14 Cornerstone Assistance Network Development Corporation. EXHIBIT "C" REIMBURSEMENT SCHEDULE CORNERSTONE ASSISTANCE NETWORK DEVELOPMENT CORPORATION Reimbursements will be made on a monthly pro rata basis in accordance with the schedule provided below. Payments will be based on the line items in Exhibit `B" — Budget. CHDO must submit Complete Documentation and Reimbursements Requests within 30 days of the end of the month for which payment is requested. For example, the Reimbursement Request for payment for June 2013 should be received by August 1, 2013 unless waived by City in writing. Month Amount Jun-14 $3,125.00 Jul-14 $3,125.00 Aug-14 $3,125.00 Sep-14 $3,125.00 Oct-14 $3,125.00 Nov-14 $3,125.00 Dec-14 $3,125.00 Jan-15 $3,125.00 Feb-15 $3,125.00 Mar-15 $3,125.00 Apr-15 $3,125.00 May-15 $3,125.00 Jun-15 $3,125.00 Jul-15 $3,125.00 Aug-15 $3,125.00 Sep-15 $3,125.00 TOTAL $50,000.00 CHDO Operating Contract—Exhibit"C"—Reimbursement Schedule Rev 8-4-14 Cornerstone Assistance Network Development Corporation EXHIBIT "D" AUDIT REQUIREMENTS CORNERSTONE ASSISTANCE NETWORK DEVELOPMENT CORPORATION CITY OF FORT WORTH HOUSING AND ECONOMIC DEVELOPMENT DEPARTMENT AUDIT REQUIREMENTS Organizations expending $500,000 or more in federal awards (from City of Fort Worth and other funding sources) during their fiscal years shall obtain either an annual single audit or a program specific audit. Organizations may have a program specific audit in accordance with OMB Circular A-133, or other standard set forth in the Contract if applicable, if they expended funds for only one federal program as listed in the Catalog of Federal Domestic Assistance(CFDA). If funds are spent for more than one federal program, a single audit is required. The audited time period is the organization's fiscal year, and not the City of Fort Worth's funding period. The audit shall be conducted by a certified public accountant (CPA) that is licensed at the time of the audit by the appropriate regulatory body. The CPA shall meet all of the general standards concerning qualifications, independence, due professional care and quality control as required by Government Auditing Standards, including the requirements for continuing professional education and external peer reviews. Auditor selection must adhere to federal procurement requirements. A separate supplementary schedule of revenues, expenditures and changes in fund balance for each City of Fort Worth contract is no longer required. The Schedule of Expenditures of Federal Awards should list City of Fort Worth 's contract numbers, the total expended for each individual federal program, and the CFDA number(OMB A-133 § .310). The independent auditor's report should include all of the relevant items listed on the "Audit Report Checklist." Additional guidance on the conduct and reporting of these audits is contained in the latest issuance of the following publications: Government Auditing Standards issued by the Comptroller General of the United States, 2003 OMB Circular A-133 as revised 6/30/97 and amended June 2003 OMB Circular A-133 Compliance Supplement AICPA's Statement of Position 98-3,"Audits of States,Local Governments, and Not-for-Profit Organizations Receiving Federal Awards" Various AICPA audit guides for nonprofits, colleges and universities and health and welfare organizations AICPA's Audit Risk Alert"State and Local Governmental Developments" Government Auditing Standards by the Texas Department of Housing and Community Affairs for Properties Receiving Low Income Housing Tax Credits All organizations that receive a City of Fort Worth award must submit the provided Audit Certification Form which certifies whether you are subject to a single/program audit. Organizations receiving federal awards from the City of Fort Worth who are not required to have an audit shall certify in writing to the agency. The organization's Chief Executive Officer or Chief Financial Officer shall make the certification within 60 days of the end of the organization's fiscal year in the year that the project was completed. CHDO Operating Contract—Exhibit"D"—Audit Requirements Rev 8-4-14 Cornerstone Assistance Network Development Corporation The following items should be submitted to the City of Fort Worth Housing and Economic Development Department within the required timeframe: Due 60 days after organization's fiscal year end in the year that the project was completed: required for all subrecipients) Completed Audit Certification Form Due within the earlier of 30 days after receipt of the auditor's report or nine months after the end of the audit period. Two copies of the entire audit report issued by the CPA Two copies of any management letter issued by the CPA in conjunction with the audit report Two copies of management's comments on all findings, recommendations, &questioned costs contained in the audit report and management letter, including a detailed corrective action plan Failure to submit any of these items by the required due date may result in holds on current draw requests, suspension of the organization's contract(s) and eligibility for future funding. If the organization does not meet the requirements of having a single/program audit conducted, records must still be kept available for review or audit by City of Fort Worth staff(OMB A-133 Subpart B Sec 200(d). If additional information is needed concerning the audit requirements, please call (817)392-6141. i r CHDO Operating Contract—Exhibit"D"—Audit Requirements Rev 8-4-14 Cornerstone Assistance Network Development Corporation EXHIBIT "D" AUDIT REQUIREMENTS CORNERSTONE ASSISTANCE NETWORK DEVELOPMENT CORPORATION CITY OF FORT WORTH HOUSING AND ECONOMIC DEVELOPMENT DEPARTMENT SINGLE AUDIT REPORT CHECKLIST The Department developed this checklist to help organizations improve the quality and completeness of audit reports. General Purpose or Basic Financial Statements of the Organization Opinion/Report on Organization's Financial Statements in accordance with Government Auditing Standards Notes to the General Purpose or Basic Financial Statements of the Organization A Schedule of Expenditures of Federal Awards, including the Department's contract numbers,the total expended for the federal program, and the CFDA number(OMB A-133 Subpart C Sec 310). Opinion/Report on Schedule of Expenditures of Federal and State Awards Report on Compliance and on Internals Control Over Financial Reporting Based on an Audit of Financial Statements Performed in Accordance With Government A uditing Standards. (OMB A-133 § 505 (b)) Report on Compliance with Requirements Applicable to Each Major Program and Internal Control over Compliance in Accordance with OMB Circular A-133. (OMB A-133 § 505 (c)) Schedule of Findings and Questioned Costs(OMB A-133 §. 505d), including: Summary Schedule of Prior Audit Findings reporting the status of all findings included in the prior audit's schedule of findings and questioned costs. (OMB A-133 Sec. 315 (a) and(b)) Corrective Action Plan including(OMB A-133 Sec. 315 (c))name of person responsible for the corrective action, corrective action planned, anticipated completion date,and explanation and reason if auditee does not agree with findings or believes correction is not required. All reports are signed and dated by the auditor Two copies of the audit reports are submitted Two copies of the management letter, if issued in conjunction with the audit report. Two copies of comments by management concerning all findings and recommendations included in management letter, including a corrective action plan. CHDO Operating Contract—Exhibit"D"—Audit Requirements Rev 8-4-14 Cornerstone Assistance Network Development Corporation EXHIBIT "D" AUDIT REQUIREMENTS CORNERSTONE ASSISTANCE NETWORK DEVELOPMENT CORPORATION CITY OF FORT WORTH HOUSING AND ECONOMIC DEVELOPMENT DEPARTMENT Audit Certification Form Subrecipient: Fiscal Year Ending: / / Month Day Year ❑ We have exceeded the federal expenditure threshold of$500,000. We will have our Single Audit or Program Specific Audit completed and will submit the audit report within nine(9)months after the end of the audited fiscal year. ❑ We did not exceed the$500,000 federal expenditure threshold required for a Single Audit or a Program Specific Audit to be performed this fiscal year. (Fill out schedule below) Federal Expenditure Disclosure Must be filled out if Single Audit or Program Audit is not required.- Federal Expenditure Disclosure Federal Funds Pass Through Program Name& Contract Federal Grantor Grantor CFDA Number Number Expenditures Total Federal Expenditures for this Fiscal Year $ Printed Name Title(Must be CFO,CEO or equivalent) Authorized Signature(Must be CFO,CEO or equivalent) Phone Number Date Failure to submit this or a similar statement or failure to submit a completed single audit package as described in the audit requirements by the required due date will result in suspension of funding and will affect eligibility for future funding. Submit this form to the City of Fort Worth Housing and Economic Development Department within 60 days after the end of your Fiscal year CHDO Operating Contract—Exhibit"D"—Audit Requirements Rev 8-4-14 Cornerstone Assistance Network Development Corporation EXHIBIT "E" REIMBURSEMENT FORMS CORNERSTONE ASSISTANCE NETWORK DEVELOPMENT CORPORATION CHDO Operating Contract—Exhibit"E"—Reimbursement Forms Rev 8-4-14 Cornerstone Assistance Network Development Corporation EXHIBIT "F" STANDARDS FOR COMPLETE DOCUMENTATION CORNERSTONE ASSISTANCE NETWORK DEVELOPMENT CORPORATION f CHDO Operating Contract—Exhibit"F"—Standards For Complete Documentation Rev 8-4-14 Cornerstone Assistance Network Development Corporation 2013-2014 Documentation Standards for CHDO Operating Contract Expenses 3 a d d a 5. a � m o E a ° o Employee Salaries and Benefits Salaries X X; If an employee works solely with Contract eligible clients and solely on Contract eligible items,then the employee's entire salary is eligible for reimbursement.Twice in each calendar year,the client must submit a written statement verifying that the above conditions are still true.The statement must also be signed be a person authorized to sign on behalf of the agency. If an employee works on a variety of programs,or works with a mixture of Contract eligible clients and non-eligible clients,then the City will only reimburse for a reasonable portion of the employee's salary.Each reimbursement request must include not only the employee's timesheet,but also a work log breaking out the employee's time by project or acthity. For employees paid with multiple funding sources,timesheets must reflect all funding sources. If separate timesheets are kept for each funding source,all such timesheets must be submitted to City. ;If employees are paid by direct deposit rather than check,then the agency must submit both the direct deposit payment company's report (such as an ADT report)and a bank statement or check showing payment to the direct deposit company. FICA/Medicare If the City pays gross salary,this is already included.If the City pays the employer portion,then the employer must show a calculation and documentation of how the inwiced amount was calculated,and include documentation showing payment. Life Insurance If the City pays gross salary,this is already included.If we pay the employer portion,then the employer must show a calculation and documentation of how the inwiced amount was calculated,must include an invoice from the insurer,and must include documentation showing payment. Health Insurance If the City pays gross salary,this is already included.If we pay the employer portion,then the employer must show a calculation and documentation of how the inwiced amount was calculated,must include an invoice from the insurer,and must include documentation showing payment. Disability If the City pays gross salary,this is already included.If we pay the employer portion,then the employer must show a calculation and Insurance documentation of how the inwiced amount was calculated,must include an invoice from the insurer,and must include documentation showing payment. Unemployment If the City pays gross salary,this is already included.If we pay the employer portion,then the employer must show a calculation and Insurance documentation of how the inwiced amount was calculated,and must include documentation showing payment. Retirement If we pay gross salary,this is already included.If we pay the employer portion,then the employer must show a calculation and documentation of how the inwiced amount was calculated,must and include documentation showing payment,and prior to the first reimbursement,must include the personnel policy regarding retirement benefits. Professional Services Accounting X X I I I X If an audit is required because federal funds exceed$500,000,then the cost should be split evenly by all federal funding sources. Expenses Materlals,'E4ullirn ent,Goods and Su lies Office Supplies X X X Office Equipment X X X Rental Postage X X X The agency should maintain information regarding mailouts.If the agency has a Pitney Bowes machine or like postage machine,the records of that machine must be on file.Likewise,if mail is categorized by payment source,then those records must be on file.For large mailouts,the agency should keep a copy of the letter and a list of all addressees. Printing X X X Construction& X X Building Materials Sport and X X X Recreation Equipment Cleaning Supplies X X X Teaching Aids X X X Craft Supplies X X X - Food Supplies X X X i CHDO Operating Contract—Exhibit'T"—Documentation Standards Rev 8-4-14 Cornerstone Assistance Network Development Corporation Travel and Field Tri s. Field Trip Ix Ix I I I I In addition to admission expenses,food expenses will also be allowed so long as the agency has a written policy stating that food and drinks are Admission routine purchases on all field trips,not just Contract-funded field trips. Expenses Rent, Utilities and Maintenance,-If the followin g expenses are paid for a facility` that is used for other purposes besides the Contract program,then the bills Telephone X X Gas 2L X Water/Wastewater 2L X Electric X 2s— Solid Waste X X Disposal Facility X X X Maintenance and Repairs Custodial Services X X i lif services are provided per a contract,agency will provide contract instead of invoices. Rent I IX I X Miscellaneous Contract Labor X X I X Insurance Required X X Under the Contract Childcare City requires that the agency submit its fee schedule,showing a breakout of income levels,and for each level a breakout of the portion of the Scholarships expense to be paid by family and the portion to be reimbursed by the City.This fee schedule is required prior to the first payment.We also require the income eligiblity of each household so that we can determine if we are being changed in conformance with the fee schedule.If the fee schedule changes at any time during the contract year,the agency must notify City and provide a new schedule within 30 days of the change. *Proof of payment effective October 1,2013: 'Payments or Expenses must be documented in the following manner: A)Image of the check AND bank statement showing the check cleared the bank;OR, B)Image of the cancelled check(ex.At end of bank statement);OR, C)Payroll"Advece"or Statement AND Bank Statement indicating payroll;OR, D)For wire or e-transfers:Reciept or statement from payee/vendor OR bank statement. i CHDO Operating Contract—Exhibit"F"—Documentation Standards Rev 8-4-14 Cornerstone Assistance Network Development Corporation M&C Review Page 1 of 3 Official site of the City of Fort Worth,Texas C F4 I COUNCIL AGENDA FoRrWORTH COUNCIL ACTION: Approved on 1/25/2011 DATE: 1/25/2011 REFERENCE C-24710 LOG NAME: 17CORNERSTONE POLY NO.. CODE: C TYPE: CONSENT HEARING: NO SUBJECT: Authorize a Change in Use and Expenditure of$320,000.00 of HOME Investment Partnership Program Grant Funds to Cornerstone Assistance Network Housing Development Corporation for the Development of Three Single Family Houses in the Polytechnic/Wesleyan Neighborhood, Authorize the Execution of Conditional Commitment and Contract and Authorize a Substantial Amendment to the City's 1996- 1997, 2003-2004, 2004-2005, 2005-2006, 2006-2007, 2007-2008 and 2009-2010 Action Plans (COUNCIL DISTRICT 5) RECOMMENDATION: It is recommended that the City Council: 1. Authorize a substantial amendment to the City's 1996-1997, 2003-2004, 2004-2005, 2005-2006, 2006-2007, 2007-2008 and 2009-2010 Action Plans; 2. Authorize the City Manager, or his designee, to substitute funding years in order to meet commitment, disbursement and expenditure deadlines for grant funds from the United States Department of Housing and Urban Development; 3. Authorize a change in use and expenditure of$320,000.00 in HOME Investment Partnership Program Grant funds to Cornerstone Assistance Network Housing Development Corporation, a certified Community Housing Development Organization, for the development of three single family houses in the Polytechnic Neighborhood; 4. Authorize the City Manager, or his designee, to execute a conditional commitment with Cornerstone Assistance Network Housing Development Corporation that conditions funding, among other things, on satisfactory completion of the HOME requirements; 5. Authorize the City Manager, or his designee, to execute a contract with the Cornerstone Assistance Network Housing Development Corporation for the project for a three year term beginning on the date of execution of the contract; 6. Authorize the City Manager, or his designee, to extend or renew the conditional commitment or the contract if Cornerstone Assistance Network Housing Development Corporation requests a written extension and such extension is necessary for completion of the project; and 7. Authorize the City Manager, or his designee, to amend the conditional commitment or the contract if necessary to achieve project goals provided that the amendment is within the scope of the project and in compliance with City policies and applicable laws and regulations governing the use of federal grant funds. DISCUSSION: On October 14, 2010, the City issued a Request for Proposals (RFP) to certified Community Housing Development Organizations (CHDO) to award and expend up to $1,261,931.00 of HOME Investment Partnerships Program Grant funds. The HOME funds available under the RFP were originally allocated to other projects that were not completed either because of lack of private funding, http://apps.cfwnet.org/council 9/23/2014 M&C Review Page 2 of 3 environmental issues or market condition. On November 18, 2010, the Cornerstone Assistance Network Housing Development Corporation (CANHDC) submitted a response requesting $540,000.00 of the available HOME funds to acquire six sites on which it proposed to construct single family houses. The request also included funds for related CHDO operating expenses. City staff reviewed all RFP submissions and recommended the award to CANHDC of$320,000.00 in HOME funds to the Community Development Council (CDC) at its meeting held on December 1, 2010. The CDC agreed with staffs funding recommendation for the project. Up to $50,000.00 of the awarded funding will be used for operating expenses and $270,000.00 for construction of three houses and other development expenses. CANHDC plans to develop three single family houses to be located in the Polytechnic/Wesleyan neighborhood. The houses will have three bedrooms, two baths, with an attached garage and range between 1400 and 1475 square feet. The houses will be sold to an individual or family that earns 80 percent or less of Area Median Income as determined by the United States Department of Housing and Urban Development (HUD). Buyers must meet all HOME Program requirements including applying for and receiving at least $1,000.00 in down payment and/or closing cost assistance from the City's Homebuyer Assistance Program and occupying the house as their primary residence for five years. Staff recommends the following contract terms: i. Construction must begin within six months of contract execution; ii. Cornerstone's performance under the contract and use of the HOME funds will be secured by a recorded Deed of Trust; iii. Houses must be sold to an eligible buyer; and iv. Proceeds from the sale of houses must be used to construct additional houses for a HOME eligible buyer; and construction of Proceeds houses must occur with the three year contract term. The expenditure of HOME funds is conditioned upon the following: i. Satisfactory completion of the environmental review per 24 CFR Part 58, and ii. Authorization to use grant funds from HUD. City staff recommends the change in use and expenditure of up to $320,000.00 in HOME funds for the project to benefit low and very low income citizens by providing affordable housing. A public comment period on the change in use of these HOME funds was held from December 16, 2010 to January 20, 2011. Any comments are maintained by the Housing and Economic Development Department in accordance with federal regulations. This project is located in COUNCIL DISTRICT 5. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that funds are available in the current operating budget, as appropriated, of the Grants fund. TO Fund/Account/Centers FROM Fund/Account/Centers GR76 539120 017206351XXX $50,000.00 GR76 539120 017206351030 $50,000.00 GR76 539120 005206107XXX $47.000.00 GR76 539120 005206107130 $47,000.00 GR76 539120 005206846XXX $3,455.50 GR76 539120 005206846520 $3,455.50 GR76 539120 00520693OXXX $763.02 GR76 539120 005206930080 $763.02 GR76 539120 005206006XXX $25,500.00 GR76 539120 005206006220 $25,500.00 GR76 539120 005206141XXX $184,342.80 GR76 539120 005206141220 $184,342.80 GR76 539120 005206181XXX $8,938.68 GR76 539120 005206181030 $8,938.68 http://apps.cfwnet.org/council 9/23/2014 M&C Review Page 3 of 3 Submitted for City Manager's Office by_ Susan Alanis (8180) Originatinq Department Head: Jay Chapa (5804) Cynthia Garcia (8187) Additional Information Contact: Ryan Haden (7329) ATTACHMENTS http://apps.cfwnet.org/council 9/23/2014 M& CRevio*, Page lof2 Official site m the City mFort Worth,Texas CITY COUNCIL AGENDA COUNCIL ACTION: Approved mn12/17/2O13 F�EF�F�Ey�C�E L[��� [}��TE' 12/17/�013 °°(�-280O3 17AK8ENOCANHDCP[>LYPRC}JECT ' 0O': NAME: CODE: { TYPE' CONSENT PUBLIC NO HEARING: SUBJECT: Authorize Amendment to Mayor and Council Communication C-2471 0 for the Conditional Commitment and Contract for HOME Investment Partnership Program Grant Funds to Cornerstone Assistance Network Housing Development Corporation for the Development of Single Family Houses in the Polytechnic Neighborhood to Comply with United 8tabaa Department ofHousing and Urban Development Requiromenta, Reduce the Number of Houses to be Constructed to Two, and Authorize Release of City Liens (COUNCIL DISTRICT 5) RECOMMENDATION: It is recommended that the {|hY Council: 1. Authorize the amendment tn Mayor and Council Communication C-2471O that approved a conditional commitment and contract with Cornerstone Assistance Network Housing Development Corporation for HOME Investment Partnerships Program grant funds tn change certain terms in the Mayor and Council Communication to comply with United States Department of Housing and Urban Development nnquivennents, and specifically to remove Community Housing Omve|npnnant Organization prooeeda, include a developer fee, and reduce the number ufhouses to be constructed from three to two; and 2. Authorize the release of any City liens on properties located at 5220. 3229. and 3233 Fitzhugh Avenue to be acquired bv Cornerstone Assistance Network Housing Development Corporation, as sites for the construction of the houses. DISCUSSION: On January 25. 2011. (PW&C [-2471O) the C|b/ Council approved the award of$320,000.00 in H(]PWE Investment Partnerships Program grant funds to Cornerstone Assistance Network Housing Development Corporation /CANHDC\, a certified Community Housing Development (JqJan|znUon (CHDO), for the development of three single family hnuaaa to be located in the Polytechnic Neighborhood. Up to $50.000.00 of the HOME funds were to be used for CHDO operating expenses and $270.000.00 of the HOME funds were to be used for eligible development and construction noaba for three single family houses. Dun to increases in construction onats. CANHDC can only build two houses with the HOME funds awarded to it. In 2011. Staff developed o new policy regarding the use of CH[)C} proceeds with United States Department of Housing and Urban Development's (HUD) guidance. HUD approved the policy on May 3. 2811 and under the new policy, CHD(] proceeds were no longer allowed and a 10 percent developer fee was implemented. Staff naconnnnonds the following amendment to contract tarnoa authorized by M&C C-24710. based upon direction received from HUD: Remove any reference to CHDO proceeds; Include a 10 percent developer fee based on the total cost of construction to be paid once the homes are sold; and Reduce the number of houses to be constructed in the Polytechnic Neighborhood to two single family houses duo to increase in construction costs since original proposal submission. 6nn:/6"nnu.ofwnzct.ocg/coonoi{ nuoke{/oo_reviovv.aap?I[)~~]q340&oounoilda1c~~]2/l7/2Ol3 4/23/2014 M&C Review Page 2 of 2 To date, neither the conditional commitment nor the contract with CANHDC approved under Mayor and Council Communication (M&C) C-24710 have been executed. Therefore, upon City Council approval of this M&C, Staff will move forward with execution of the documents with CANHDC with the above-referenced terms. In addition, CANHDC will acquire two lots located at either 3220, 3229, or 3233 Fitzhugh Avenue to construct the houses. The City's match obligation must be satisfied annually from non-federal sources used for qualified housing projects, such as donated materials, cash donations, in-kind contributions, and sweat equity. Staff recommends that the liens be released since this amount can be counted toward the City's HOME Match obligation. The project is located in COUNCIL DISTRICT 5, Mapsco 78T. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that this action will have no material effect on City funds. TO Fund/Account/Centers FROM Fund/Account/Centers Submitted for City Manager's Office by: Fernando Costa (6122) Originating Department Head: Jay Chapa (5804) Additional Information Contact: Cynthia Garcia (8187) Avis F. Chaisson (6342) ATTACHMENTS CANHDCPoIyHouses.pdf http://apps.cfwnet.org/council_packet/mc review.asp?ID=19340&councildate=12/17/2013 9/23/2014