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HomeMy WebLinkAboutPR 18909: AMENDMENT NO. 2 TO THE NEIGHBORHOOD STABILIZTION PROGRAM 1, (NSP 1) INTEROFFICE MEMORANDUM HOUSING AND NEIGHBORHOOD REVITALIZATION To: Brian McDougal, City Manager From: Beverly A. Freeman, Acting Director of Housing & Neighborhood 'Or Revitalization Date: March 19, 2015 Re: P.R. 18909 RECOMMENDATION: The Housing Division recommends the City Council adopt P.R. 18909, authorizing the City Manager to execute Amendment No. 2 to the Neighborhood Stabilization Program, (NSP) Program Income Reservation System Participation Agreement between the City of Port Arthur and Texas Department of Housing and Community Affairs (TDHCA) Contract Number 77090033154 to provide for reimbursements of eligible expenses incurred after August 17, 2013 and close on remaining Land Bank properties under the existing NSP 1 Contract Number 770090000154. BACKGROUND: Pursuant to Resolution 09-457, the City of Port Arthur entered into a contract with Texas Department of Housing and Community Affairs, (TDHCA) to implement the Neighborhood Revitalization Program. NSP PI Reservation System Participation Agreement Amendment No. 1 extended the expiration date to August 31, 2015. The NSP PI Reservation System Participation Agreement will provide for reimbursement of eligible expenses incurred after the contract expiration date and allow closing on remaining Land Bank properties under the City's existing NSP 1 Contract Number 77090000154. BUDGETARY/FISCAL EFFECT: Texas NSP funds account numbers 129-1435-554.59-00 projects NSP001, NSP004, NSP005, NSP006 and NSP007 will be amended. STAFFING/EMPLOYEE EFFECT: Housing Administration staff will be responsible for administering the contract. SUMMARY: The Housing Division recommends the City Council adopt P.R. 18909, authorizing the City Manager to execute Amendment No. 2 to the Neighborhood Stabilization Program, (NSP) Program Income Reservation System Participation Agreement between the City of Port Arthur and Texas Department of Housing and Community Affairs (TDHCA) Contract Number 77090033154 to provide for reimbursements of eligible expenses incurred after August 17, 2013 and close on remaining Land Bank properties under the existing NSP 1 Contract Number 770090000154. P. R. 18909 03/19/15 BAF HOUSING RESOLUTION NUMBER A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE AMENDMENT NO. 2 TO THE NEIGHBORHOOD STABILIZATION PROGRAM 1, (NSP 1) PROGRAM INCOME RESERVATION SYSTEM PARTICIPATION AGREEMENT NO. 770900033154 TO PROVIDE FOR THE CONTINUATION OF REIMBURSEMENTS OF ELIGIBLE EXPENSES AND CLOSE ON REMAINING LAND BANK PROPERTIES UNDER THE EXISTING NSP 1 CONTRACT NUMBER 77090000154. WHEREAS, pursuant to Resolution 13-542, the City of Port Arthur entered into a contract with Texas Department of Housing and Community Affairs, (TDHCA) to implement the Neighborhood Revitalization Program I (NSP-1) Program Income Reservation System Participation Agreement; and WHEREAS, pursuant to Resolution 13-542, the Program Income Reservation System Participation Agreement Number 77090003154 Amendment No. 1 supported the continuation of the activities started with NSP-1 contract Number 7709000154; and WHEREAS, the Program Income Reservation System Participation Agreement Number 770900033154 is being amended to provide for the continuation of reimbursement of eligible expenses incurred after the August 17, 2013 and to close on remaining Land Bank properties under the existing NSP 1 Contract Number 77090000154; and, WHEREAS, the amended Program Income Reservation System Participation Agreement Number 770900033154 is attached hereto in substantially the same form as Exhibit "A". NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR: Section 1. That the facts and opinions in the preamble are true and correct. Section 2. That pursuant to Resolution 13-542, the Program Income Reservation System Participation Agreement Number 77090003154 Amendment No. 1 supported the continuation of the activities started with NSP-1 contract Number 7709000154. Section 3. That the Program Income Reservation System Participation Agreement Number 770900033154 will provide for the continuation of reimbursement of eligible expenses incurred after the August 17, 2013 and to close on remaining Land Bank properties under the existing NSP 1 Contract Number 77090000154. Section 4. That City Council authorizes the City Manager to execute Amendment No. 2 to the Program Income Reservation System Agreement NSP-1 Contract Number 770900033154 as attached hereto as Exhibit "A" in substantially the same form. Section 5. THAT a copy of the caption of this Resolution be spread upon the minutes of the City Council. READ, ADOPTED AND APPROVED this day of March A.D., 2015 at a Regular Meeting of the City Council of the City of Port Arthur, Texas by the following vote: AYES: MAYOR COUNCILMEMBERS NOES: MAYOR ATTEST: SHERRI BELLARD, CITY SECRETARY APPROVED FOR FORM: 7)%fil 144 A_ VALECIA TIZEN O CI ATTORNEY APPROVED FOR ADMINISTRATION: BRIAN MCDOUGAL, CITY MANAGER , . 4-„,„ BEVERLY A. FIREEMAN, ACTING DIRECTOR OF HOUSING & 4EIGHBORHOOD REVITALIZATION EXHIBIT "A" cQ r.--Aroz)4 4Y)/, TEXAS DEPARTMENT OF HOUSING AND COMMUNITY AFFAIRS www.dhca.slak.L..us Greg Abbott GOVERNOR BOARD MEMBERS J.Paul Oxer,Chair Juan S.Munoz,PhD, Via Chair Leslie Bingham-Escareno T.Tolbert Chisum Tom H.Gann J.B.Goodwin March 13, 2015 Writer's direct phone#512/475-3726 Email:marni.holloway@tdhca.state.tx.us VIA Email to: bfreeman@portarthur.net Brian McDougal City Manager City of Port Arthur 444 Fourth Street, Suite 203 Port Arthur, TX 77640 RE: TEXAS NEIGHBORHOOD STABILIZATION PROGRAM NSP 1-PROGRAM INCOME RESERVATION SYSTEM PARTICIPATION AGREEMENT 77090033154 Dear Mr. McDougal: Attached is Texas Neighborhood Stabilization Program (NSP) NSP1-Progam Income Reservation System Participation (RSP) Agreement No. 77090033154. The RSP Agreement will provide for reimbursement of eligible expenses incurred after August 17, 2013, to close remaining Land Bank properties under your existing NSP1 Contract No. 77090000154. The RSP Agreement is limited to specific expenses for your Land Bank properties. Annually, we will issue a Project Commitment Contract for each fiscal year starting September 1st, in the form attached as Exhibit A to the Agreement. Until the Project Commitment Contract is executed, funds will not be available. Please note that the RSP Agreement does not include budget for administrative funds, these costs may be reimbursed as Activity Delivery for the projects, so long as required documentation is provided. 221 East 11th Street P.O. Box 13941 Austin,Texas 78711-3941 (800) 525-0657 (512)475-3800 .r Texas Neighborhood Stabilization Program March 13,2015 Page 2 Please execute and return the RSP Agreement, along with the following forms available in the NSP Forms library http://www.tdhca.state.tx.us/nsp/forms.htm 1. Contract System Access Request 2. Texas Direct Deposit Authorization 3. Texas Payee Identification Number Application 4. Environmental Certification of Exemption These forms are required for the new RSP Agreement, although they appear to be duplicative of information previously provided to TDHCA. Please feel free to contact me if you should have any questions, or require further information. Sincerely, Marni Holloway Texas NSP Director MH TEXAS DEPARTMENT OF HOUSING COMMUNITY AFFAIRS NEIGHBORHOOD STABILIZATION PROGRAM ONE PROGRAM INCOME ("NSPI-PI") RESERVATION SYSTEM PARTICIPATION AGREEMENT AGREEMENT# 77090033154 WITH CITY OF PORT ARTHUR, a political subdivision of the State of Texas CFDA 14.228 NEIGHBORHOOD STABILIZATION PROGRAM("NSP") Awarding Federal Agency: U.S. Department of Housing and Urban Development Award Number: B-08- DN-48-0001 Federal Award Year: 2008 Pass Through Entity: Texas Department of Housing and Community Affairs TDHCA Award Year: 2012 NSP1-PI RESERVATION SYSTEM PARTICIPATION AGREEMENT (this "RSP Agreement") in connection with approval to participate in the NSP1-PI Reservation System (the "Reservation System") is made and entered into by and between the TEXAS DEPARTMENT OF HOUSING AND COMMUNITY AFFAIRS, a public and official agency of the State of Texas, hereinafter referred to as (the "Department" or "TDHCA") and CITY OF PORT ARTHUR, a political subdivision of the State of Texas (the "Subgrantee"), herein collectively referred to as the"Parties." RECITALS WHEREAS, the Department has entered into a grant agreement with the U.S. Department of Housing and Urban Development ("HUD") pursuant to which HUD will provide funds to TDHCA to make available to eligible applicants in accordance with the Program Requirements; WHEREAS, the Department is a designated grantee of funding that was initially authorized under Section 2301(b) of the Housing and Economic Recovery Act of 2008 ("HERA") (Pub. L 110-289, approved July 30, 2008); and has the authority to make a subaward or otherwise contract with eligible organizations to participate in the administration of funds under NSP (the "NSP Funds") to eligible applicants in accordance with the "Program Requirements", which include: HERA, Community Development Block Grant federal regulations (24 C.F.R. Part 570), as applicable (the "CDBG Regulations"); HOME Investment Partnerships Program federal regulations (24 C.F.R. Part 92), as applicable (the "HOME Regulations"); Chapter; 24 C.F.R. Part 58 for environmental clearance requirements; 24 C.F.R. Parts 84 and 85, as applicable, for such issues as procurement and conflict of interest; Section 3 of the Housing and Urban Development Act of 1968 (12 U.S.C. §1701u) and implementing regulations at 24 C.F.R.Part135; relocation assistance provisions at 42 U.S.0 §5304 (d) and 24 C.F.R. Part 42, (as amended by HERA); lead based paint procedures (24 C.F.R. Part 35, subparts A, B, J, K, and R); 24 C.F.R. Parts 100-115 for fair housing; Chapter 2306 of the Texas 1 of 31 Government Code; Title 10, Chapter 20 of the Texas Administrative Code (the "Single-family Umbrella Rule")Title 10, Chapter 29 of the Texas Administrative Code, Texas Single Family NSP Rule, (the "NSP Rule"); Title 10, Chapters 1 and 60 of the Texas Administrative Code; the Texas NSPl-PI Notice of Funding Availability (the "NOFA"), the NSP technical manual; and;training materials and other publications of the Texas NSP; and WHEREAS, the governing board of the Department (the "Board") approved the Department to enter into this RSP Agreement subject to the terms and conditions set forth herein for Subgrantee to provide continued administration of the award of NSP Funds to serve Targeted Households; and WHEREAS, the previous NSP Contract No. 77090000154 will continue in full force and affect, but funds are no longer available to be drawn from the contract for expenses incurred after August 16, 2013; and WHEREAS, the Subgrantee will continue to incur expenses for land banking activities on the Projects originally funded under the previous NSP Contract No. 77090000154; and WHEREAS, the Parties agree to enter into this RSP Agreement to provide continued funding for the reimbursement of administrative costs and eligible expenses in administering land bank programs under the previous NSP Contract No. 77090000154. NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein, including the recitals, which are contractual in nature, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound, hereby agree as follows: ARTICLE 1 DEFINITIONS A. Unless the context clearly indicates otherwise, capitalized terms used shall have the meanings ascribed to them in this RSP Agreement,provided that certain capitalized terms used and not defined herein shall have the meanings ascribed to them in or for purposes of the NSP Rule. In the event of a conflict between the Program Requirements with respect to the meaning of a defined term, the meaning given by HUD shall control. The meanings of the capitalized terms used herein and not defined in the Program Requirements are set forth herein. B. "Project" means the specific address or addresses under the Subgrantee's common ownership and control, which are financed under the previous NSP Contract No. 77090000154 including, but not limited to, the addresses as shown in Exhibit C, attached hereto. 2 of 31 ARTICLE 2 RESERVATION SYSTEM PARTICIPATION Section 2.1 Term This RSP Agreement shall be effective on the latter date this RSP Agreement is executed by the Subgrantee and an authorized representative of the Department and shall terminate on August 31, 2019 (the "Term"), unless earlier terminated or amended in accordance with the provisions herein. Section 2.2 Reservation System Access A. This RSP Agreement is entered into in accordance with the Program Rules. Execution of this RSP Agreement does not guarantee the availability of funds to carry out the activities described herein. To the extent that the Department makes NSP Funds available for the completion of eligible activities specified in the previous NSP Contract No. 77090000154, the Subgrantee shall have access to the Department's Housing Contract System at https://contract.tdhca.state.tx.us/alligator/Login.m to make a reservation of NSP funds in accordance with the terms and conditions herein. B. Notwithstanding any other provision of this RSP Agreement to the contrary, the total of all payments and other obligations incurred by Department under this RSP Agreement shall not exceed the amounts available under the Reservation System after making all appropriate adjustments and provisions for other obligations, limitations, costs, and expenses. Section 2.3 Service Area Projects submitted for reservation are limited to those previously approved through the previous NSP Contract No. 77090000154. Section 2.4 Targeted Households Each Targeted Household served under the RSP Agreement is required to have an income that is less than or equal to 120% of the area median income ("AMI")determined in accordance with 24 C.F.R. Part 92 and 24 C.F.R. § 5.609; will occupy the unit for which NSP Funds are being provided as the household's principal residence in accordance with the Program Requirements; and that meets all other Program Requirements. • Section 2.5 Construction Standards A. Each housing unit constructed or rehabilitated on an NSP property, at a minimum, will meet or exceed the Texas Minimum Construction Standards ("TMCS") as well as local building codes and zoning ordinances. Each unit reconstructed or newly constructed with NSP Funds, at a minimum, will meet or exceed the 2009 International Residential Code 3 of 31 ("IRC"). If a housing unit is reconstructed or newly constructed, Subgrantee must also ensure compliance with the universal design features for construction of single family affordable housing, established by §2306.514 of the Texas Government Code, the energy efficiency standards established by §2306.187 of the Texas Government Code, energy standards as verified by a RESCHECK certification, and the International Residential Codes, as required by Subchapter G, Chapter 214, Texas Local Government Code. B. Prior to occupation, all housing units for ownership that are provided assistance must meet the Housing Quality Standards("HOS")in 24 C.F.R. §982.401. ARTICLE 3 RECAPTURE AND REPAYMENT OF FUNDS Section 3.1 Recapture of Funds A. The Department shall use the federal requirements in 24 C.F.R §92.254 and 24 C.F.R §570. 503 to determine the amount of funds subject to recapture and repayment in items 1-9 of this Section. Subgrantee shall be subject to the following recapture provisions and the Department reserves the right to include in any loan documents, provisions to force recapture of all allowable funds disbursed under this RSP Agreement for any of the following events and any other event agreed to by the parties in the loan documents. 1. Department determines that Subgrantee will be unable to expend all funds reserved under the Project Commitment Contract and funds disbursed will not result in the property reaching an eligible final use in accordance with this RSP Agreement; 2. NSP Funds have been determined by the Department or HUD to have been expended for costs other than eligible costs as defined and specified under the previous NSP Contract No. 77090000154 and Program Requirements and limited to those listed in Subparts C and I of 24 C.F.R. §570 (the "Eligible Costs") and have not been repaid to the Department within thirty (30) Business Days of such notice being provided to Subgrantee; 3. A property assisted with NSP Funds and owned by the Subgrantee fails to comply, or ceases to comply, with the affordability requirements in 24 C.F.R. §§92.254(4)and(5)(ii)and as otherwise specified herein. 4. A violation of any law, regulation or order applicable to the Subgrantee that has or might reasonably be expected to have a material adverse impact on the Subgrantee's ability to fulfill the terms of this RSP Agreement and is not cured within the applicable cure period, if any, provided in such law, regulation, or order; 5. Gross negligence, fraud, willful misconduct, misappropriation of funds, or criminal activity by Subgrantee or any affiliate of the Subgrantee in the 4 of 31 • performance of or in connection with this RSP Agreement, including the previous NSP Contract No 77090000154. 6. Subgrantee is debarred, suspended, proposed for debarment, or placed on ineligibility status by HUD. 7. Failure to provide any Required Report by the due date after reasonable notice from the Department; 8. Any default under the terms and conditions of the previous NSP Contract No. 77090000154. 9. Subgrantee is unable to perform in accordance with this RSP Agreement. ARTICLE 4 RESERVATION OF NSPI-PI FUNDS Section 4.1 Reservation and Commitment of NSP1-PI Funds A. A Department approved reservation of NSP Funds and Project Commitment Contract shall be required annually to govern the provision of approved funds and specify the applicable Program Requirements (the "Project Commitment Contract"). The Project Commitment Contract is attached hereto as Exhibit A and made a part hereof for all relevant purposes. a. Subgrantee must submit its request for funding no less than 60 days prior to the end of the term of the Project Commitment Contract currently in effect. B. The Department must notify Subgrantee of its approval or disapproval of the request for funding no later than 30 days prior to of the end of the term, if timely filed, of the Project Commitment Contract currently in effect. C. In the event that Subgrantee and the Department are not able to reach agreement and approval of the request for funding, the Reservation Agreement will terminate in accordance with the provisions of Article 9 at the expiration of the Project Commitment Contract,unless both parties agree otherwise. D. A Commitment of NSP Funds shall not be made under this RSP Agreement until such time as the Executive Director of the Department has approved the Project Commitment Contract. If the Executive Director of the Department fails to approve the Project Commitment Contract within 30 days after the end of the Term of the previous Project Commitment Contract, this Agreement will terminate in accordance with the provisions of Article 9,unless both parties agree otherwise. E. For a Commitment of NSP Funds, Subgrantee must submit to the Department at its offices in Travis County, Texas, a properly completed electronic reservation of NSP Funds and support documentation using the Housing Contract System in accordance with the Program Requirements required and specified by Department in its sole discretion. 5 of 31 F. Reservation of NSP Funds will not occur until Subgrantee has submitted all required documentation and such documentation has been accepted by Department. The Department will notify Subgrantee within ten (10) Business Days of submission of all required documentation whether the documentation is accepted or has Administrative Deficiencies. If, during review, the Department identifies Administrative Deficiencies, the Department will allow a cure period of ten (10) Business Days beginning at the start of the first Business Day following the date the Subgrantee is notified of the Administrative Deficiency. If any Administrative Deficiency remains after the cure. period, the Department shall, in its sole discretion, disapprove the request. Disapproved requests shall not constitute a reservation of NSP Funds. Section 4.2 Disbursement of NSP Funds A. Funds provided to the Subgrantee under this RSP Agreement shall be used to reimburse and compensate the Subgrantee for the actual performance of obligations in support of the NSP program and not to subsidize its operations or support its general costs of administration, as required by §2306.555(g)of the Texas Government Code. B. Subgrantee may not request disbursement of funds for Eligible Costs incurred under this RSP Agreement until the funds are needed for payment of Eligible Costs in accordance with the Program Requirements C. Subgrantee shall submit to Department at its offices in Travis County,Texas, a properly completed electronic request for funds and support documentation using the Housing Contract System(https://contract.tdhca.state.tx.us/alligator/Login.m)in accordance with the Program Requirements and as required and as specified by Department in its sole discretion. D. Subgrantee may not request disbursement in an amount less than$1,000.00,unless the request constitutes all available funds under the Project Commitment Contract. E. For completed activities, Subgrantee may receive reimbursement for reasonable Activity Delivery costs directly related to a Project in an amount not to exceed the limitations provided in the Texas NSP1 NOFA, subject to the provisions of this agreement,and for Eligible Costs under this RSP Agreement. F. Department shall determine the reasonableness of each amount requested as defined by and in accordance with the Department requirements and OMB Circulars A-110, Uniform Administrative Requirements for Grants and Other Agreement with Institutions of Higher Education, Hospitals and Non-Profit Organizations and A-122, Cost Principles for Non-Profit Originations as may be amended or superseded by future OMB guidance. The Department shall not make any disbursement of funds until Department has reviewed and approved such request. The Department may request Subgrantee to make modifications to the disbursement request and is authorized to modify the disbursement 6 of 31 procedures set forth herein and to establish such additional requirements for payment of NSP Funds to Subgrantee as may be necessary or advisable for compliance with all Program Requirements. G. Department shall not release NSP 1-PI funds for any costs incurred by Subgrantee under this RSP Agreement until Department has received certification from Subgrantee that its fiscal control and accounting procedures are adequate to assure the proper disbursal of, and accounting for, funds provided under this RSP Agreement. The Department shall specify the content and form of such certification. H. Department shall not be obligated to pay for costs incurred or performances rendered by Subgrantee before August 16, 2013 or for any costs incurred or performances rendered after the termination date of the Project Commitment Contract under which the commitment of NSP1-PI funds is made. Documentation for reimbursement of costs incurred in accordance with this paragraph must be submitted in accordance with this Section and before the 60th day following completion of the activity described in the Project Commitment Contract. I. Department shall not disburse NSP Funds under this RSP Agreement until and unless the Department has received adequate federal funds to meet Department's liabilities under this RSP Agreement. If adequate funds are not available to make payments under this RSP Agreement, Department shall notify Subgrantee in writing within a reasonable time after such fact is determined. In that event, this RSP Agreement shall terminate in accordance with the provisions of Article 9 and neither Department nor Subgrantee shall have any further rights or obligations hereunder. J. In addition to the limitations on liability otherwise specified in this RSP Agreement, it is expressly understood and agreed by the Parties hereto that if Subgrantee fails to submit to Department in a timely and reasonably satisfactory mariner any Required Reports, Department may, at its sole option and in its sole discretion, withhold any or all disbursements otherwise due or requested by Subgrantee hereunder. If Department withholds such disbursements, it shall notify Subgrantee in writing of its decision, the reasons for this action and the time period in which Subgrantee must bring itself into compliance. Disbursements withheld pursuant to this Section 4.2 may be held by Department until such time as the Subgrantee is in compliance with the requirements for which funds are being withheld. If Subgrantee fails to perform as required within the stated cure period, Department may terminate this RSP Agreement in accordance with Article 9 of this RSP Agreement. Subgrantee hereby agrees and acknowledges that upon termination of this RSP Agreement, Subgrantee's rights to any reservation of NSP Funds may be terminated. ARTICLE 5 AMENDMENTS A. Except as specifically provided otherwise in this RSP Agreement or in the NSP Rule, any changes, additions, or deletions to the terms of this RSP Agreement shall be in writing, 7 of31 approved by the Department and Subgrantee, executed by both Parties to this RSP Agreement and shall comply with the amendment requirements of the NSP Rule. A facsimile or electronic copy executed by both Parties will be sufficient to evidence the Parties agreement to any amendment, revision or change to this RSP Agreement. If any Party returns this copy by facsimile machine or electronically, the signing party intends the copy of its authorized signature printed by the receiving machine, or the electronic copy,to be its original signature. B. Any changes, additions, or deletions to the terms of this RSP Agreement which are required by changes in the NSP rule, federal or state law, or regulations, are automatically incorporated into this RSP Agreement without the requirement of a written amendment hereto, and shall become effective on the date designated by such law or regulation. C. Amendment requests must be submitted in writing by Subgrantee not less than sixty (60) days prior to the end of the Term. D. Department approved amendments submitted to the Subgrantee must be executed and returned within ten(10)business days of receipt. If the amendment is not returned within ten(10)days, it will be cancelled and be of no further effect. ARTICLE 6 CROSS-CUTTING FEDERAL REQUIREMENTS Section 6.1 Environmental Clearance A. The environmental effects of any activity carried out with funds provided under this RSP Agreement must be assessed in accordance with the provisions of the Program Requirements, National Environmental Policy Act of 1969 (NEPA) and the related activities listed in HUD's implementing regulations at 24 C.F.R. Parts 50, 51, 55 and 58. Each such activity must have an environmental review completed and support documentation prepared complying with the National Environmental Policy Act of 1969 and regulations at 24 C.F.R. Parts 50, 51, 55 and Part 58. No funds may be requested or committed to a Project before the completion of the environmental review process, including the requirements of 24 C.F.R. §58.6, and the Department has provided written clearance. B. Subgrantee is a private or public non-profit, housing authority or other form of organization that is not a unit of local government, and is not delegated authority to become an RE and make environmental determinations and therefore, shall assist Department in completing the environmental review by providing all relevant documentation needed to perform an environmental review, or carry out mitigating measures required,or selecting an alternate property for assistance. 8of31 C. Both subrecipients and developers may be required to attend NSP training for environmental assessment. The assessments must be satisfactory to Department. This RSP Agreement is conditional in nature and does not grant Subgrantee legal claim to any NSP Funds for a specific Project or site until the environmental review process is approved by Department. The agreement to provide funds to the project is conditional on Department's or Subgrantee's determination to proceed with, modify or cancel the project based on the results of a subsequent environmental review. D. NSP Funds provided under this RSP Agreement may not be used in connection with acquisition of property located in an area identified by the Federal Emergency Management Agency (FEMA) as having special flood hazards unless the locality in which the site is located is participating in the National Flood Insurance Program (NFIP) or less than a year has passed since FEMA notification regarding such hazards and flood insurance is obtained as a condition of approval of the commitment. Subgrantee must determine if the locality participates in the NFIP during the preliminary stages of the environmental clearance process. Section 6.2 Affirmative Marketing Subgrantee shall adopt affirmative marketing procedures and requirements. The affirmative marketing procedures and requirements shall include, but not be limited to, those specified in 24 C.F.R. §92.351. The procedures and requirements shall be prepared and implemented in a manner prescribed by Department. Section 6.3 Labor Standards A. Subgrantee understands and acknowledges that every contract for the construction (rehabilitation or new construction) of housing that includes 8 or more rental units in one continuous lot or contiguous lots or parcels, regardless of the number of NSP units financed or demolition activities for purposes of redevelopment must contain provisions in accordance with 24 C.F.R. §570.603 requiring the prevailing wage established by the U.S. Department of Labor, or the appropriate rate as determined by the U.S. Department of Labor pursuant to the Davis-Bacon Act (40 U. S. C. 276a-276a-5), to all laborers and mechanics employed in the construction of the housing assisted under this RSP Agreement. B. Subgrantee understands and acknowledges that every Activity involving the employment of mechanics and laborers of said construction shall be subject to the provisions, as applicable, of the Contract Work Hours and Safety Standards Act, as amended(40 U.S.C. §§ 327 to 333),Copeland(Anti-Kickback)Act(40 U.S.C. §276c),the Fair Labor Standards Act of 1938, as amended(29 U.S.C. §201,et. seq.)and Davis-Bacon and Related Acts(40 U.S.C. §276(A)-7). C. Subgrantee also understands that structuring the proposed assistance for the rehabilitation or construction of housing under the RSP Agreement to avoid the applicability of the Davis-Bacon Act is prohibited. 9 of31 D. Construction contractors and subcontractors must comply with regulations issued under these Federal acts described herein,with other Federal laws,regulations pertaining to labor standards, HUD Federal Labor Provisions(HUD form 4010) and(2)HUD Handbook on Federal Labor Standards Compliance in Housing and Community Development Programs, as applicable. Section 6.4 Displaced Persons A. Subgrantee shall comply with the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970,42 U.S.C. §4201 —4655,49 C.F.R. Part 24, and 24 C.F.R. §92.353 and §104 (d)of the Housing and Community Development Act set out in 24 C.F.R. Part 42, as amended by HERA. B. Subgrantee must ensure that it has taken all reasonable steps to minimize the displacement of persons(families,individuals,businesses,nonprofit organizations, and farms)as a result of a Project assisted with NSP Funds and complied with HUD Handbook 1378. Section 6.5 Lead-Based Paint Subgrantee shall comply with 24 C.F.R. §92.355 which requires that housing assisted with NSP Funds is subject to the Lead-Based Paint Poisoning Prevention Act(42 U.S.C. §§4821-4846), the Residential Lead-Based Paint Hazard Reduction Act of 1992 (42 U.S.C. §§4851-4856), the implementing regulations at 24 C.F.R. Part 35, (including subparts A, B, J, K, M and R), and the Lead; Renovation, Repair, and Painting Program Final Rule at 40 C.F.R. Part 745. Failure to comply with the lead-based paint requirements,may result in sanctions and penalties pursuant to 24 C.F.R. §35.170. Section 6.6 Section 3 Compliance A. The work to be performed under this contract is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. §1701u ("Section 3"), and Department policy as determined by the Board. The purpose of Section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD-assisted projects covered by Section 3, shall, to the greatest extent feasible, be directed to.low- and very low-income persons, particularly persons who are recipients of HUD assistance for housing. B. The Parties agree to comply with HUD's regulations in 24 C.F.R. Part 135, which implement Section 3. As evidenced by their execution of this contract, the Parties certify that they are under no contractual or other impediment that would prevent them from complying with the 24 C.F.R. Part 135 regulations. C. Subgrantee agrees to send to each labor organization or representative of workers with which the Subgrantee has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers' representative of the 10 of 31 Subgrantee's commitments under this section of the contract, and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the Section 3 preference, shall set forth minimum number and job titles subject to hire, availability of apprenticeship and training positions, the qualifications for each; and the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin. D. The Subgrantee will certify that any vacant employment positions, including training positions, that are filled (1) after a contractor is selected but before the contract is executed, and(2)with persons other than those to whom the regulations of 24 C.F.R. Part 135 require employment opportunities to be directed, were not filled to circumvent the Subgrantee's obligations under 24 C.F.R. Part 135. E. Noncompliance with HUD's regulations in 24 C.F.R. Part 135 may result in sanctions, termination of this RSP Agreement for default, and debarment or suspension from future HUD assisted contracts. F. With respect to work performed in connection with Section 3 covered Indian housing assistance, Section 7(b) of the Indian Self-Determination and Education Assistance Act (25 U.S.C. §450e) ("Section 7b") also applies to the work to be performed under this RSP Agreement. Section 7(b)requires that to the greatest extent feasible: 1. Preference and opportunities for training and employment shall be given to Indians; and 2. Preference in the award of contracts and subcontracts shall be given to Indian organizations and Indian-owned Economic Enterprises. Parties to this contract that are subject to the provisions of Section 3 and Section 7b agree to comply with Section 3 to the maximum extent feasible, but not in derogation of compliance with Section 7b. G. Subgrantee agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this Section 3 clause, upon a finding that the subcontractor is in violation of the regulations in 24 C.F.R. Part 135. The Subgrantee will not subcontract with any subcontractor where the Subgrantee has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 C.F.R. Part 135. H. The Subgrantee agrees to include the Section 3 Clause in every subcontract subject to compliance with regulations in 24 C.F.R. Part 135. Section 6.7 Equal Employment Opportunity Program Subgrantee agrees to carry out an Equal Employment Opportunity Program as provided in President's Executive Order 11246 of September 24, 1965,as amended, and its implementing regulations at 41 C.F.R. Part 60. 11 of 31 Section 6.8 Limited English Proficiency ("LEP") Subgrantee shall comply with the requirements in Executive Order 13166 of August 11, 2000,reprinted at 65 FR 50121,August 16,2000 Improving Access to Services for Persons with Limited English Proficiency and 67 FR 41455. To ensure compliance the Subgrantee must take reasonable steps to insure that LEP persons have meaningful access to the program and activities. Meaningful access may entail providing language assistance services,including oral and written translation,where necessary. Section 6.9 Minority/Women's Business Enterprise Subgrantee will use its best efforts for minority outreach to afford minority business enterprises and women's business enterprises the maximum practicable opportunity to participate in the performance of this RSP Agreement and must prescribe procedures acceptable to HUD for a minority outreach program under Executive Orders 11625, 12432 and 12138. The Subgrantee may rely on written representations by businesses regarding their status as minority and women-owned business enterprises in lieu of an independent investigation. Section 6.10 Tenant Protection Requirements A. Subgrantee agrees to comply with the Protecting Tenants at Foreclosure Act of 2009 "PTAF"Pub.L No. 111-22,tit.VII, §§ 701-704 (2009). Subgrantee must document its efforts to ensure that the initial successor in interest("ISII") in foreclosed upon residential real property has provided bona fide tenants with the notice and other protections outlined in PTAF. Subgrantee will not use NSP Funds to finance the acquisition of property from any initial successor in interest that failed to comply with applicable requirements. If Subgrantee knows that the ISII did not comply with the NSP tenant protection requirements and vacated the property contrary to the NSP requirements,NSP Funds cannot be used to acquire such properties. B. Subgrantee agrees to comply with the"Recovery Act"(Public Law 111-5)and further acknowledges that the funding of this transaction under the NSP program is contingent upon compliance with said tenant right protections. Section 6.11 Procurement of Recovered Materials Subgrantee, its subrecipients, and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency(EPA) at 40 C.F.R Part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired by the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; 12of31 and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. ARTICLE 7 RECORDS AND REPORTING Section 7.1 Retention and Accessibility of Records A. Subgrantee shall maintain fiscal records and supporting documentation for all expenditures of funds made under this RSP Agreement in a manner which conforms to A-122 and 24,and C.F.R. §570.490. Records shall be maintained at the Subgrantee's primary place of business. Subgrantee shall retain such records, and any supporting documentation, for the greater of: 1. Three years after close-out of the NSP1 HUD grant to the state of Texas (not the closeout of this RSP Agreement); 2. If notified by the Department in writing,the date that the final audit is accepted with all audit issues resolved to the Department's satisfaction; 3. A date consistent with the period required by other applicable laws and regulations as described in 24 C.F.R. §570.487 and §570.488; or 4. Such other periods as may be described herein. B. Such records shall include but not be limited to: 1. Records providing a full description of each Project undertaken; 2. Records demonstrating that each activity undertaken benefits low,moderate, or middle income persons; 3. Records documenting the purchase and sale amounts of the property, applicable discounts,and the sources and uses of funds for each Project; 4. Records documenting compliance with the fair housing and equal opportunity of the NSP program,including but not limited to the racial, ethic,and gender characteristics of persons who are applicants for,participants in, or beneficiaries of the program; 5. Records documenting efforts to ensure that any initial successor in interest has complied with the applicable tenant protection requirements under the Protecting Tenants at Foreclosure Act of 2009 (Pub. L. 111-22). In addition,records documenting efforts to ensure compliance with Section 1497 of the Dodd-Frank Wall Street Reform and Consumer Protection Act(Pub. L. 111-203,H.R. 4173), as applicable; and 6. Other records necessary to document compliance with Subpart K of 24 C.F.R. §570.487. C. If any litigation, claim, negotiation, audit, monitoring, inspection or other action has started before the expiration of the required record retention period records must be retained until completion of the action and resolution of all issues which arise from it, or until the end of the required period,whichever is later. 13 of31 D. Records covering displacement and acquisitions must be retained for five (5) years after the date by which all persons displaced from the property and all persons whose property is acquired for the project have received the final payment to which they are entitled in accordance with 49 C.F.R. Part 24 and 24 C.F.R. Part 42, as amended by HERA. E. Subgrantee shall give the United States Department of Housing and Urban Development, the Inspector General, the General Accounting Department, the Auditor of the State of Texas, any department or agency of the State of Texas,and the Department, or any of their duly authorized representatives, access to and the right to examine all books, accounts,records, reports, files, and other papers, things, or property belonging to or in use by the Subgrantee pertaining to this RSP Agreement. Such rights to access shall continue as long as the records are retained by the Subgrantee. F. Subgrantee acknowledges that Department is subject to the Texas Public Information Act and Subgrantee agrees that funds received from the Department are subject to the Texas Public Information Act and the exceptions Subgrantee to disclosure as provided under the Texas Public Information Act. Subgrantee agrees to maintain such records in an accessible location and to provide citizens reasonable access to such records consistent with the Texas Public Information Act. G. The Subgrantee shall include the substance of this Section 7.1 in all subcontracts. Section 7.2 Reporting Requirements A. Subgrantee shall submit to Department such reports on the operation and performance of this RSP Agreement as may be required by Department, including but not limited to the reports specified in this section. Subgrantee shall provide Department with all reports necessary for Department's compliance with 24 C.F.R. Part 570, which shall hereby be referred to as "Required Reports." B. In addition to Required Reports, the Subgrantee shall provide, by the due date after reasonable notice from the Department, reports to Department regarding program activities as necessary to evidence progress of performance in accordance with the Program Requirements. ARTICLE 8 AUDITS AND MONITORING Section 8.1 Audits A. Subgrantee shall submit to Department, within one-hundred twenty (120) days after the end of the Subgrantee's fiscal year, an Audit Certification Form as specified by Department for each fiscal year in which any month of the Subgrantee's fiscal year overlaps a month of the contract Term. Unless otherwise directed by Department, Subgrantee shall arrange for the performance of an annual financial and compliance audit 14of31 of funds received and performances rendered under this RSP Agreement, subject to the following conditions and limitations: • 1. Subgrantee shall have an audit conducted in accordance with 24 C.F.R. §84.26 or §85.26, as applicable; OMB Circular A-133; and 31 U.S.C. 7501 for any of its fiscal years included within the contract Term specified in Section 1 of this RSP Agreement in which Subgrantee has expenses of more than $500,000 in federal financial assistance provided by a federal agency in the form of grants, contracts, loans, loan guarantees, property, cooperative agreements, interest subsidies, insurance or direct appropriations, but does not include direct federal cash assistance to individuals. The term federal financial assistance includes awards of financial assistance received directly from federal agencies, or indirectly through other units of State and local government. 2. At the option of Subgrantee, each audit required by this section may cover Subgrantee's entire operations or each department, agency, or establishment of Subgrantee which received, expended, or otherwise administered federal funds. 3. Notwithstanding anything to the contrary in herein, Subgrantee may utilize funds budgeted under this RSP Agreement to pay for that portion of the cost of such audit services properly allocable to the activities funded by Department under this RSP Agreement. Provided, however, Department shall not make payment for the cost of such audit services until Department has received the audit report from Subgrantee and any other documentation deemed necessary to meet the Program Requirements. 4. Unless otherwise specifically authorized by Department in writing, Subgrantee shall submit two (2) copies of the report of such audit to Department within thirty (30) days after completion of the audit, but no later than nine (9)months after the end of each fiscal period included within the period of this RSP Agreement. Audits performed under this section are subject to review and to direction on resolution of findings by Department or its authorized representative. B. Notwithstanding anything to the contrary herein, Department reserves the right to conduct an annual financial and compliance audit of funds received and performances rendered under this RSP Agreement. Subgrantee agrees to permit Department, or its authorized representative, to audit Subgrantee's records and to obtain any documents, materials, or information necessary to facilitate such audit. C. Subgrantee understands and agrees that it shall be liable to Department for any costs disallowed pursuant to financial and compliance audit(s) of funds received under this RSP Agreement. Subgrantee further understands and agrees that reimbursement to Department of such disallowed costs shall be paid by Subgrantee from funds which were not provided or otherwise made available to Subgrantee under this RSP Agreement. D. Subgrantee shall take all necessary actions to facilitate the performance of such audit or audits conducted pursuant to this section as Department may require of Subgrantee. E. All approved NSP audit reports shall be made available for public inspection within thirty (30)days after completion of the audit. 15of31 F. The Subgrantee shall include language in any subcontract that provides the Department the ability to directly review, monitor, and/or audit the operational and financial performance and/or records of work performed under this RSP Agreement. Section 8.2 Uniform Administrative Requirements and Cost Principles A. If Subgrantee is a governmental entity, Subgrantee shall comply with the requirements of OMB Circular No. A-87; the requirements of 24 C.F.R. Part 85 as applicable, and the Uniform Grant Management Standards, Chapter 783 of the Texas Government Code, unless otherwise specified in this RSP Agreement. B. If Subgrantee is a non-profit organization, Subgrantee shall comply with requirements of OMB Circular No. A-122 and the requirements of 24 C.F.R. Part 84 unless otherwise specified in this RSP Agreement. C. Subgrantee may not retain Program Income (as defined at 24 C.F.R. §570.500(a)(1) but not including the exclusions found at 24 C.F.R. §570.500(a)(4)) of any kind, however derived, under this RSP Agreement, including the retention of Program Income to fund other eligible Texas NSP activities. Any program income derived under this RSP Agreement must be submitted to Department within ten (10) business days. Revenue received by a private individual or other entity as a result of Subgrantee's activities involving NSP Funds must also be submitted to Department within ten (10) business days. Unless otherwise stated herein, the Subgrantee shall comply with the requirements of 24 C.F.R. §570.489(e) to account for program income, repayment and recaptured funds. Section 8.3 Monitoring A. Department reserves the right to carry out field inspections and desk reviews to ensure compliance with the requirements of this RSP Agreement and Program Requirements. After each monitoring visit or desk review, Department shall provide Subgrantee with a written report of the monitor's findings. If the monitoring report notes deficiencies in Subgrantee's performance under the terms of this RSP Agreement, the monitoring report shall include requirements for the timely correction of such deficiencies by Subgrantee. B. Failure by Subgrantee to take the action specified in the monitoring report may be cause for suspension, termination or recapture of funds, as provided in Article 9 of this RSP Agreement. C. Subgrantee agrees to attend training as required by Department with reasonable notice to the Subgrantee. 16 of 31 ARTICLE 9 SUSPENSION OR TERMINATION A. In the event the Subgrantee fails to comply with any term of this RSP Agreement,the Department may,upon written notification, suspend this RSP Agreement in whole or in part. Upon written notification of a suspension of this RSP Agreement in whole or in part and the suspension is determined to be temporary,the Subgrantee will be reimbursed for any new and allowable costs incurred from the date of the written notice. Upon written notification of the suspension of this RSP Agreement and the subsequent termination of the RSP agreement,the Subgrantee will not be reimbursed for any new costs incurred from the date of the written notice. B. Both the Department and Subgrantee shall have the right to terminate this RSP Agreement at any time before the date of completion specified in Section 2.1 of this RSP Agreement whenever either party determines that the other has failed to comply with any term of this RSP Agreement. The party choosing to terminate shall notify the other in writing no later than the thirtieth(30th)day preceding the date of termination of the reasons for such termination and the effective date of such termination. C. Either of the Parties to this RSP Agreement shall have the right to terminate this RSP Agreement when both Parties agree that the continuation of the activities funded under this RSP Agreement would not produce beneficial results commensurate with the further reservation of NSP Funds provided that both Parties agree,in writing,upon the termination conditions,including the effective date of such termination. The termination will not be complete until all properties under the Subgrantee's control which were financed under the previous NSP Contract No. 77090000154 have been identified,all related costs have been identified,and disposition of the properties has been completed, as approved by the Department.No costs incurred after termination will be reimbursed. D. Upon termination or receipt of notice to terminate,whichever occurs first,the Subgrantee shall cancel,withdraw,or otherwise terminate any outstanding reservation of NSP Funds related to the performance of this RSP Agreement and shall cease to incur costs thereunder. The Department shall not be liable to the Subgrantee for costs incurred under this RSP Agreement by Subgrantee after termination of this RSP Agreement. E. Costs resulting from obligations incurred by the Subgrantee during or in anticipation of a termination are not allowable unless the Department or HUD expressly authorizes them, or unless: 1. The costs result from obligations which were properly incurred by the Subgrantee before the effective date of termination,are not in anticipation of it and are noncancellable,and, 2. The costs would be allowable if the award were not terminated. F. Suspension or termination may occur if the Subgrantee materially fails to comply with any term of the NSP award, as further specified in 24 C.F.R 570.503(b)(6). 17of31 ARTICLE 10 GENERAL PROVISIONS Section 10.1 Special Conditions A. Upon termination of this RSP Agreement, all funds remaining on hand on the date of termination, and all accounts receivable attributable to the use of funds received under this RSP Agreement shall revert to.Department. Subgrantee shall return these assets to Department within seven(7)business days after the date of termination. B. It is expressly understood and agreed by the Parties hereto that Department is contracting with Subgrantee as an independent contractor, and that Subgrantee, as such, agrees to hold Department harmless and to the extent allowed by law indemnify Department from and against any and all claims, demands, and causes of action of every kind and character which may be asserted by any third party occurring or in any way incident to, arising out of, or in connection with the services to be performed by Subgrantee under this RSP Agreement. C. It is expressly understood and agreed by the Parties hereto that any right or remedy provided for in Section 10.1, or in any other provision of this RSP Agreement, shall not preclude the exercise of any other right or remedy under this RSP Agreement or under any provision of law. Nor shall any action taken in the exercise of any right or remedy be deemed a waiver of any other right or remedy. Failure to exercise any right or remedy hereunder shall not constitute a waiver of the right to exercise that or any other right or remedy at any time. D. Subgrantee understands that failure to perform under the terms of this RSP Agreement or in accordance with the Program Requirements may result in the Department's imposition of the applicable remedies specified in 10 TAC §1.20(e) or 10 TAC §60, as applicable. Section 10.2 Subcontracts A. Subgrantee shall include language in any subcontract that failure of subcontractor/consultant to adequately perform under the contract may result in penalties up to and including debarment from performing additional work for the Department. B. Subgrantee shall only subcontract for performance of activities described in this RSP Agreement after Subgrantee has obtained the appropriate documentation verifying the subcontractor's eligibility, as required by state of federal law or specified by Department, for each such proposed subcontract. Subgrantee, in subcontracting for any activities described in this RSP Agreement, expressly understands that in entering into such subcontracts, Department is in no way liable to Subgrantee's subcontractor(s). C. In no event shall any provision of this section constitute adoption, ratification, or acceptance of Subgrantee's or subcontractor's performance hereunder. Department maintains the right to insist upon Subgrantee's full compliance with the terms of this RSP 18 of 31 Agreement, and by the act of approval under this section, Department does not waive any right of action which may exist or which may subsequently accrue to Department under this RSP Agreement. Section 10.3 Conflict of Interest A. It is the responsibility of the Subgrantee to comply with all applicable laws,rules, regulations,ordinances, and other legal requirements regarding prohibited acts including, but not limited to, conflicts of interest and nepotism. In that regard the Subgrantee is required to have in place and at all times follow written policies to ensure such compliance and to avoid prohibited acts or the appearance thereof. If an actual or suspected prohibited act or the appearance thereof occurs or is alleged,Developer shall promptly identify same, review the matter with its counsel,and advise the Department(i) what, factually, occurred, (ii)was there any violation of legal requirements or policy, and (iii) if there was a violation,what will be the corrective action to address that matter and prevent any recurrences. B. Subgrantee shall ensure that no employee, director, or agent of the Subgrantee shall participate in the selection, or in the award or administration of a subcontract supported by funds provided if a conflict of interest,real or apparent,would be involved. Such conflict of interest would arise when: (i)The employee,director,or agent; (ii) any member of his or her immediate family; (iii)his or her partner; or, (iv)any organization which employs, or is about to employ any of the above,has a financial or other interest in the firm or person selected to perform the subcontract. C. Subgrantee shall comply with 24 C.F.R. §570.489(h)of the federal regulations. D. In all cases not governed by Subsection(B)of this Section,no persons specified in subsection(C)of this Section who exercise or have exercised any functions or responsibilities with respect to the activities assisted under this RSP Agreement,the previous NSP Contract No. 77090000154 or any other NSP contract or who are in a position to participate in a decision making process or gain inside information with regard to such activities,may obtain a financial interest or benefit from the activity,or have an interest or benefit from the activity,or have any 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 one year thereafter. E. The conflict of interest provisions of this Subsection(B) and(C)apply to any person who is an employee, agent,consultant,or director, of Subgrantee or of a subcontractor of the Subgrantee. F. Subgrantee shall include the substance of this Section 10.3 in all of its subcontracts. 19of31 Section 10.4 Nondiscrimination, Fair Housing, Equal Access and Equal Opportunity A. Subgrantee shall ensure that no person shall, on the grounds of race, color, religion, sex, disability, familial status, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under, any program or activity funded in whole or in part with funds provided under this RSP Agreement. Subgrantee shall follow Title VI of the Civil Rights Act of 1964, as amended(42 U.S.C. §2000d et seq.),the Age Discrimination Act of 1975 (42 U.S.C. §6101 et seq.)and its implementing regulations at 24 C.F.R. Part 146, Titles II and III of the Americans with Disabilities Act (42 U.S.C. §§12131-12189, as implemented by Department of Justice regulations at 28 C.F.R. Parts 35 and 36, and Title VIII of the Civil Rights Act (42 U.S.C. §3601 et seq.), as implemented by the department of Housing and Urban Development at 24 C.F.R. Part 100. B. Subgrantee shall include the substance of this section in all of its subcontracts. Section 10.5 Faith Based Activities None of the performances rendered by Subgrantee under this RSP Agreement shall involve, and no portion of the funds received by Subgrantee under this RSP Agreement shall be used in support of any inherently religious activity, such as worship, religious instruction, or proselytization. Subgrantee shall comply with the regulations promulgated by HUD at 24 C.F.R. §570.200(j). Section 10.6 Legal Authority A. Subgrantee assures and guarantees Department that Subgrantee possesses the legal authority to enter into this RSP Agreement, to receive funds authorized by this RSP Agreement, and to perform the services Subgrantee has obligated itself to perform under this RSP Agreement. B. The person(s) signing and executing this RSP Agreement on behalf of Subgrantee does hereby warrant and guarantee that he is duly authorized by Subgrantee to execute this RSP Agreement on behalf of Subgrantee and to validly and legally bind Subgrantee to all the terms,performances, and provisions of this RSP Agreement. C. Subgrantee shall not employ, award contracts to, or fund any person that has been debarred, suspended,proposed for debarment, or placed on ineligibility status by HUD, under Executive Order 12549 and/or the Department. In addition,Department shall have the right to suspend or terminate this RSP Agreement in accordance with the provisions of Article 9 if Subgrantee is debarred, suspended,proposed for debarment,or is otherwise ineligible from participating in the NSP Program by HUD or the Department. Subgrantee acknowledges and agrees that this section specifically includes,but is not limited to consultants hired by Subgrantee to assist Subgrantee in any aspect relative to the activities of this RSP Agreement shall receive the certification provided by the 20 of 31 Department from each proposed subcontractor under this RSP Agreement and its principals. Section 10.7 Litigation and Claims A. Subgrantee shall give Department immediate notice, in writing, of the occurrence of any of the following events: 1. any action, including any proceeding before an administrative agency, filed against Subgrantee in connection with this RSP Agreement; and 2. any claim against Subgrantee, the cost and expense of which Subgrantee may be entitled to be reimbursed by Department. B. Except as otherwise directed by Department, Subgrantee shall furnish immediately to Department copies of all pertinent papers received by Subgrantee with respect to such action or claim. Section 10.8 Oral and Written Arguments A. All oral and written agreements between the Parties to this RSP Agreement relating to the subject matter of this RSP Agreement that were made prior to the execution of this RSP Agreement have been reduced to writing and are contained in this RSP Agreement. B. All attachments and exhibits are a part of this RSP Agreement and constitute promised performances under this RSP Agreement: Section 10.9 Venue and Jurisdiction This RSP Agreement shall be construed under and in accordance with the laws of the State of Texas. Venue for any litigation regarding this RSP Agreement shall be fixed in any court of competent jurisdiction in Austin, Travis County, Texas; provided, however, the foregoing shall not be construed as a waiver by either of the Parties of sovereign immunity, official immunity or any other immunity or defense provided by law. Section 10.10 Compliance with Federal,State and Local Law Subgrantee shall comply with all federal, State and local laws, statutes, ordinances, rules, regulations, certifications attached hereto, and orders and decrees of any court or administrative body or tribunal related to the activities and performances of Subgrantee under this RSP Agreement. Upon request by Department, Subgrantee shall furnish satisfactory proof of its compliance therewith. Section 10.11 Certification Regarding Certain Disaster Relief Contracts The Department may not award a contract that includes proposed fmancial participation by a person who, during the five (5) year period preceding the date of this RSP Agreement, has been convicted of violating a federal law in connection with a contract 21 of 31 awarded by the federal government for relief, recovery, or reconstruction efforts as a result of Hurricane Rita, as defined by Section 39.459, Utilities Code, Hurricane Katrina, or any other disaster occurring after September 24, 2005; or assessed a penalty in a federal civil or administrative enforcement action in connection with a contract awarded by the federal government for relief; recovery, or reconstruction efforts as a result of Hurricane Rita, as defined by Section 39.459, Utilities Code, Hurricane Katrina, or any other disaster occurring after September 24,2005. By executing this RSP Agreement, the Subgrantee hereby certifies that it is eligible to participate and perform under this RSP Agreement and acknowledges that this RSP Agreement may be terminated and payment withheld if this certification is inaccurate. Section 10.12 Certification Regarding Undocumented Workers Pursuant to Chapter 2264 of the Texas Government Code, by execution of the Agreement, Subgrantee hereby certifies that the Subgrantee, or a branch, division or department of Subgrantee does not and will not knowingly employ an undocumented worker, where "undocumented worker" means an individual who, at the time of employment, is not lawfully admitted for permanent residence to the United States or authorized under law to be employed in that manner in the United States. If, after receiving a public subsidy, Subgrantee, or a branch, division, or department of Subgrantee is convicted of a violation under 8 U.S.C. Section 1324a(f), Subgrantee shall repay the amount of the public subsidy with interest, at the rate of 5% per annum, not later than the 120`h day after the date Department notifies Subgrantee of the violation. Section 10.13 Political Aid and Legislative Influence Prohibited A. None of the funds provided under this RSP Agreement shall be used for influencing the outcome of any election, or the passage or defeat of any legislative measure. This prohibition shall not be construed to prevent any official or employee of the Developer from furnishing to any member of its governing body upon request, or to any other local or state official or employee or to any citizen information in the hands of the employee or official not considered under law to be confidential information. Any action taken against an employee or official for supplying such information shall subject the person initiating the action to immediate dismissal from employment. B. No funds provided under this RSP Agreement may be used directly or indirectly to fund or support candidates for the legislative, executive, or judicial branches of government of the State of Texas or the government of the United States. Section 10.14 Certification Regarding Lobbying Subgrantee shall comply with the restrictions on lobbying by executing the Certification Regarding Lobbying for Contracts, Grants, Loans and Cooperative Agreements attached hereto as Exhibit B and incorporated herein for all relevant purposes. 22 of 31 Section 10.15 Assignment This RSP Agreement is entered into by Department and between Subgrantee only. Accordingly, it is not assignable by either party without the prior written consent and agreement of the other party, which consent may be withheld by such party in its sole discretion. Section 10.16 Severability If any provision of this Agreement is held invalid, the remainder of the Agreement shall not be affected thereby and all other parts of this Agreement shall nevertheless be and remain in full force and effect and construed so as best to effectuate the intent of the Parties. Section 10.17 Force Majeure Time is of the essence in the completion and delivery of the obligations stated herein. If the obligations, including construction or rehabilitation of the improvements are delayed by the following, an equitable adjustment will be made for delay or failure to perform hereunder: Any of the following events: (i) catastrophic weather conditions or other extraordinary elements of nature or acts of God; (ii) acts of war (declared or undeclared), (iii) acts of terrorism, insurrection, riots, civil disorders, rebellion or sabotage; and (iv) quarantines, embargoes and other similar unusual actions of federal, provincial, local or foreign Governmental Authorities; and The non-performing party is without fault in causing or failing to prevent the occurrence of such event, and such occurrence could not have been circumvented by reasonable precautions and could not have been prevented or circumvented through the use of commercially reasonable alternative sources, workaround plans or other means. Section 10.18 Counterparts and Facsimile Signatures This RSP Agreement may be executed in one or more counterparts each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signed signature pages may be transmitted by facsimile or electronic transmission,and any such signature shall have the same legal effect as an original. An executed facsimile or email copy will be sufficient to evidence the Parties' agreement to any amendment,revision or change to this RSP Agreement if it is made on a form provided by the Department. If any party returns a copy by facsimile machine,the signing party intends the copy of its authorized signature printed by the receiving machine to be its original signature. If any party returns a copy by email,the signing party intends the copy of its authorized signature emailed to the receiving email to be its original signature. 23 of 31 Section 10.19 Notice A. If notice is provided concerning this RSP Agreement,notice may be given at the following (herein referred to as"Notice Address"): As to Department: TEXAS DEPARTMENT OF HOUSING AND COMMUNITY AFFAIRS P. O. Box 13941 Austin, Texas 78711-3941 Attention: NSP Program Telephone: (512)475-3726 e-mail address: marni.holloway@tdhca.state.tx.us As to Subgrantee: CITY OF PORT ARTHUR 444 Fourth Street, Suite 203 Port Arthur,TX 77640 Attention: Brian McDougal,City Manager Telephone: (409) 983-8115 e-mail address: bfreeman @portarthurtx.gov C. All notices or other communications hereunder shall be deemed given when delivered, mailed by overnight service, or five (5) days after mailing by certified or registered mail, postage prepaid, return receipt requested, addressed to the appropriate Notice Address as defined in the above Subsection A of this Section 10.19. D. Any change to the Notice Address shall be promptly provided to the other party. Section 10.20 Number; Gender Unless the context requires otherwise,the words of the masculine gender shall include the feminine, and singular words shall include the plural. 24 of 31 IN WITNESS WHEREOF, each of the Parties has executed this RSP Agreement as of the dates written below. DEPARTMENT: TEXAS DEPARTMENT OF HOUSING AND COMMUNITY AFFAIRS,a public and official agency of the State of Texas By: Name: Its duly authorized officer or representative Date: SUBGRANTEE: CITY OF PORT ARTHUR, a political subdivision of the State of Texas By: Brian McDougal, City Manager Name: Date: 25 of 31 TEXAS DEPARTMENT OF HOUSING COMMUNITY AFFAIRS NEIGHBORHOOD STABILIZATION PROGRAM ONE-PROGRAM INCOME("NSP 1-PI") EXHIBIT A RESERVATION SYSTEM PARTICIPATION AGREEMENT # 77090033154 WITH CITY OF PORT ARTHUR, a political subdivision of the State of Texas PROJECT COMMITMENT CONTRACT FOR Land Bank Program(Contract) PROJECT COMMITMENT CONTRACT ("Contract") in connection with the Neighborhood Stabilization Program ("NSP") Reservation System Participation Agreement No. 77090033154 ("RSP Agreement") and the previous NSP1 Contract Number 77090000154 is made and entered into by and between CITY OF PORT ARTHUR, a political subdivision of the State of Texas ("Subgrantee") and TEXAS DEPARTMENT OF HOUSING AND COMMUNITY AFFAIRS, a public and official agency of the State of Texas ("Department"), herein collectively referred to as "Parties." RECITALS WHEREAS, Subgrantee wishes to make a Commitment of NSP Funds to the Qualified Project, as defined in Article I, in accordance with and subject to all provisions of the RSP Agreement,and Program Requirements; WHEREAS, Subgrantee agrees and acknowledges that this Contract serves as a supplement to the RSP Agreement and, by execution hereof, shall be subject to all terms and conditions of RSP Agreement unless otherwise specified herein; WHEREAS, the term Program Requirements as used herein shall have the meaning proscribed to it in the RSP Agreement as may be amended from time to time; and WHEREAS, Subgrantee agrees and acknowledges that this Contract serves as a supplement to the RSP Agreement and, by execution hereof, shall be subject to all terms and conditions of the RSP Agreement for the duration of this Contact, as may be amended from time to time,unless otherwise specified herein. NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein, including the Recitals, which are contractual in nature, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound,hereby agree as follows: 26of31 ARTICLE I QUALIFIED PROJECT Subgrantee shall complete the administration of the Land Bank Program in accordance with the terms and conditions of the NSP1 Contract No 77090000154, the Notice, NSP Rules, the NOFA,the Application and Program Requirements. Subgrantee has reviewed the proposed Qualified Project and verifies that it meets the Program Requirements and the requirements of the RSP Agreement. ARTICLE II COMMITMENT OF NSP FUNDS Section 2.1 Term A. This Contract shall be effective upon the latter date of execution by the Parties and shall remain in full force and effect until ("Term"), unless earlier terminated or amended in accordance with the provisions herein or provisions of the RSP Agreement. B. Without limitation, this Contract shall be subject to the terms and conditions of the RSP Agreement, as may be amended from time to time, and Program Requirements for the entire Term regardless of term of the RSP Agreement. Section 2.2 NSP Funds A. The Department shall make a commitment of NSP1-PI funds to Subgrantee in an amount not to exceed AND NO/100 DOLLARS ($ ) for Program Administration and AND NO/100 DOLLARS ($.00) in Activity Delivery funds to complete the administration of the Qualified Project which has been purchased by Subgrantee and will be redeveloped in accordance with the Program Requirements. B. Subgrantee shall be allowed to incur costs prior to the effective date of this Contract as specificed in Section 2.1. Such costs may only be incurred for activities directly related to the maintenance and disposition of the Qualified Project, provided that they meet the requirements of 24 CFR Part 570, Subpart I and 24 CFR Part 58 and the Program Requirements . C. Notwithstanding any other provision of this Contract to the contrary, the total of all payments and other obligations incurred by Department under this Contract shall not exceed the amounts set forth in Subsection A of this Section 2.2. 27 of 31 ARTICLE III GENERAL PROVISIONS Section 3.1 Loan Documents Subgrantee understands and hereby acknowledges that this Contract and the RSP Agreement do not address all of the terms and condition of the loan and that additional terms and conditions will be required by the loan documents. All information, documents and reports required must be satisfactory to Department in its sole discretion. Section 3.2 Changes and Amendments A. Except as specifically provided otherwise in this Contract, any changes, additions, or deletions to the terms of this Contract shall be in writing and executed by both Parties to this Contract and shall comply with the extension and amendment requirements of Section 20.14 of the Single Family Programs Umbrella Rule (10 TAC Chapter 20) and Texas Single Family Neighborhood Stabilization Program Rule (10 TAC Chapter 29), as applicable. B. Any changes, additions, or deletions to the terms of this Contract which are required by changes in federal or state law, or regulations, are automatically incorporated into this Contract without the requirement of a written amendment hereto, and shall become effective on the date designated by such law or regulation. Section 3.3 Facsimile Signatures A facsimile or electronic copy executed by both Parties will be sufficient to evidence the Parties agreement to any amendment, revision or change to this Contract. If any of the Parties returns this copy by facsimile machine or electronically, the signing party intends the copy of its authorized signature printed by the receiving machine, or the electronic copy,to be its original signature. Section 3.4 Capitalized Terms Any capitalized term appearing in the Contract that has not been defined herein, shall have the meaning prescribed to it in the RSP Agreement or Program Requirements. 28 of 3l IN WITNESS WHEREOF, each of the Parties has executed this Contract as of the dates written below. DEPARTMENT: TEXAS DEPARTMENT OF HOUSING AND COMMUNITY AFFAIRS, a public and official agency of the State of Texas By: Its duly authorized officer or representative Date: SUBGRANTEE: CITY OF PORT ARTHUR,a political subdivision of the State of Texas By: Brian McDougal, City Manager Date: 29 of 31 TEXAS DEPARTMENT OF HOUSING COMMUNITY AFFAIRS NEIGHBORHOOD STABILIZATION PROGRAM ONE-PROGRAM INCOME("NSP 1-PI") EXHIBIT B RESERVATION SYSTEM PARTICIPATION AGREEMENT #77090033154 WITH CITY OF PORT ARTHUR,a political subdivision of the State of Texas 1 1 CERTIFICATION REGARDING LOBBYING FOR CONTRACTS, GRANTS, LOANS,AND COOPERATIVE AGREEMENTS The undersigned certifies,to the best of its knowledge and belief,that: 1. No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a member of congress, an officer or employee of congress, or an employee of a member 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, or modification of any federal contract, grant, loan, or cooperative agreement. 2. If any funds other than federal 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,a member of congress, an officer or employee of congress, or an employee of a member of congress in connection with this federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit standard form -LLL, "Disclosure Form to Report Lobbying", in accordance with its instructions. 3. The undersigned shall require that the language of this certification be included in the award documents for all sub-awards at all tiers (including subcontracts, sub-grants, and contracts under grants, loans, and cooperative agreements) and that all sub-recipients shall certify and disclose accordingly. This certification is material representation of fact on which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than$10,000 and not more than$100,000 for each such failure. STATEMENT FOR LOAN GUARANTEES AND LOAN INSURANCE The undersigned states,to the best of its knowledge and belief,that: If any funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this commitment 30 of 31 providing for the United States to insure or guarantee a loan, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. Submission of this statement is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31 of the United States Code. Any person who fails to file the required statement shall be subject to a civil penalty of not less than $10,000 and not more than$100,000 for each such failure. SUBGRANTEE: CITY OF PORT ARTHUR, a political subdivision of the State of Texas By: Brian McDougal, City Manager Name: Date: 31 of 31 EXHIBIT C Property Address Activity# Number Property Address Street Legal 154012 1543 9th Street The West 35'of Lot 10,Block 58 154017 1216 6th Street Lot 5,Block 117 154018 1706-1710 10th St Lot 5,Block 233 154021 2216 5th Street Tract 1 of Lot 4 and Lot 5,Block 175 154026 2043 6th Street Lot 11,Block 203 154027 1400 9th Street All of Lot 3,Block 60 154028 1630 Rev Dr Ransom Howard St Lot 3,Block 207 154029 1425 Rev Dr Ransom Howard St Lot 6,Block 88 154031 330 Richmond Ave The South 50'of Lots 5&6,Block 159 154032 2226 9th Street Lot 3,Block 225 154033 1037 6th Street Lot 11,Block 95 154035 1237 6th Street Lot 11,Block 93 154036 430 Charleston Ave All of Lot 6,Block 123 154037 621 Charleston Ave The North 60'of Lot 12,Block 93 Being 0.0459 acre...aka The East 40'of Lots 11&12,Block R-7 Reservation 154038 627 10th Street Addn 154040 800 6th Street All of Lot 10,Block 97 154041 1319 6th Street All of Lot 9,Block 92 154042 1310 Rev Dr Ransom Howard St Lots 3,4&5,Block 92 • 154043 1011-1015 Rev Dr Ransom Howard St All of Lot 8,Block 84 154044 1021 Rev Dr Ransom Howard St All of Lot 9,Block 84 154045 1035 Rev Dr Ransom Howard St All of Lot 11,Block 84 154046 840 Rev Dr Ransom Howard St All of Lot 2,Block 97 154047 618 Savannah Ave Lot 7,Block 93 154048 633 W.5th Street Lots 30 and 31,Block 5,W.H.Schmyser Subdivision No.3 154049 1047-1049 Rev Dr Ransom Howard St All of Lot 12,Block 84 154050 2818 9th Street Lot 4,Blk 219,City of Port Arthur 154051 1942 6th Street Lot 2,Blk.185,City of Port Arthur 154052 501 West 9th Street East 110'of Lots 13,14&15,Res 13 Reservation Addn,City of Port Arthur 154053 714 West 9th Street Rear S0'of Lot 1,and Lot 2,Res 16,Reservation Addn.,City of Port Arthur 154055 1018 Grannis Ave. Lot 6,Reserve 7 reservation situated in the City of Port Arthur 154056 1238 5th Street Lot 2,Blk 124,City of Port Arthur 154057 410 Grannis Ave. South 24'of the North 74'of Lots 12-16,Blk 6,Schmyser Subd.No 3 154058 1445 West 8th Street West 70'of Lots 13&14,Blk 7,Pekin Addn,Map Records Jefferson County 154059 619 Mobile Ave. The N.or R.47'of Lot 12,Blk 96,City of Port Arthur 154060 1300 Reverend Ranson Howard Street Lot 1,Blk 92,City of Port Arthur 154061 712 West 5th Street East 22'of Lot 4,Blk 7,W.H.Schmyser Subd.No 3,City of Port Arthur 154062 732 West 5th Street Lot 9,Blk 7,W.H.Schmyser Subd.No.3,City of Port Arthur 154063 728 West 5th Street Lot 8,Blk 7,W.H.Schmyser Subd.,No.3,City of Port Arthur 154064 720 West 5th Street Lots 6,7,Blk 7,of the W.H.Schmyser Subd,No.3,City of Port Arthur 154065 605 West 5th Street Lot 38,Blk 5,W.H.Schmyser Subd No 3,City of Port Arthur 154066 600 West 5th Street Lot 8,Blk 6,W.H.Schmyser Subd,No.3,City of Port Arthur 154067 500 Harry Denbo Avenue Lot 5,of the Sachs Realty Companys Subd,Jefferson County,Texas West 1/2 of Lot 7 and E.1/2 of Lot 5,and all of Lot 6,Resv.19 Simpson 154068 419 West 8th Street Addn.,City of Port Arthur 154069 930 Abe Lincoln Ave. Lot 5,Blk 12,Brice Addn.No.1,City of Port Arthur 154070 632 West 6th Street Lot 20,Blk.5,W.H.Schmyser Subd.,No.3,City of Port Arthur North 52'of East 4'of Lot 11&North 52'of Lot 12,Blk 114,City of Port 154071 519 Mobile Ave. Arthur The S.25'of the N.50'of Lots 12-16,inclusive,Blk 6,W.H.Schmyser Subd., 154072 412 Grannis Ave. No.3 City of Port Arthur 154073 517 West 6th Street Lot 43,Blk 2,W.H.Schmyser Subd No.3,City of Port Arthur 154074 523 West 6th Street Lot 41,Blk.2,W.H.Schmyser Subd.No.3,City of Port Arthur S.23'of N.98'of Lots 12-16,Blk.6,W.H.Schmyser Subd No 3,City of Port 154075 404 Grannis Ave. Arthur Metes of bounds,Beg.Lot 26,Blk.5,W.H.Schmyser's Subd No.3,City of 154076 516 Grannis Ave. Port Arthur