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1 WHEN RECORDED, RETURN TO: City of Glendale Revitalization Division 5850 West Glendale Avenue Glendale, Arizona 85301 DEVELOPER AGREEMENT FOR VETERANS TRANSITIONAL HOUSING DEVELOPMENT FY 2024-25 This Developer Agreement for Veterans Transitional Housing Development (“Agreement”) is entered into this day of ______________, 2024 by and between the City of Glendale, an Arizona municipal corporation (“City”), and Veterans Community Project, Inc., an Arizona nonprofit corporation (“Developer”), collectively the (“Parties”). RECITALS WHEREAS, Developer is a national non-profit organization that develops and operates transitional housing for homeless Veterans at multiple campuses throughout the country; and WHEREAS, Developer desires to construct and operate a transitional housing facility for veterans in the City of Glendale for the (“VCP Glendale Project”) or (“Project”); and WHEREAS, the Parties entered into a Memorandum of Understanding (“MOU”) on September 12, 2023 (contract no. C23-0976) setting forth the terms and conditions under which the City and Developer will pursue the predevelopment and development activities including but not limited to hiring consultants to assist with zoning, site plan design, pre-construction activities, fundraising activities, and project management; contingent upon the execution of additional agreements; and WHEREAS, The American Rescue Plan Act of 2021 (“ARPA”) is authorized under Public Law 117-2 and provides funding mechanisms for state and local jurisdictions to address the COVID- 19 pandemic. Among these funding mechanisms is the Coronavirus State and Local Fiscal Recovery Fund (federal Assistance Listing Number 21.027) (“SLFRF” or “Fund”) to distribute funding to state and local governments for a variety of uses, including the development of affordable housing; and WHEREAS, Maricopa County (“County”), through its Human Services Department, awarded to the City Three Million Dollars ($3,000,000) in (“ARPA Funds”) for the Project; and WHEREAS, ARPA funds are currently committed to the City through an Intergovernmental Agreement (“IGA”) with the County (contract no. C23-0689) and available to commit to the Developer; and WHEREAS, the State of Arizona, through the Arizona State Legislature, budgeted and appropriated Three Million, Two Hundred Fourteen Thousand Five Hundred Dollars 2 ($3,214,500) (“State Contribution”) to be paid to the City to be utilized by the City and Developer for pre-development and construction costs of non-congregate transitional housing units that are a part of the Project; and WHEREAS, the Parties consider Developer a non-profit agency that is eligible to be a subrecipient of the ARPA funds awarded to the City by the County and the activities of the Developer, as described herein, comply with the requirements of the ARPA Program, are necessary to advance the City’s affordable housing goals, and constitute a public benefit; and WHEREAS, The Parties enter into this agreement to set forth the obligations and responsibilities of the Parties related to the use and distribution of the ARPA funds and State Contribution, in addition to securing additional funding for the implementation of eligible activities; and AGREEMENT NOW THEREFORE, in consideration of the foregoing Recitals (which are hereby incorporated into this Agreement) and the mutual promises, covenants, conditions, warranties and representations made by the parties herein and set forth below, IT IS AGREED AS FOLLOWS: 1 Responsibilities and Obligations of Parties. 1.1 The Developer, including any Contractor or Subcontractor, shall: 1.1.1 Provide or contract for an eligible Contractor or Subcontractor to provide additional homeless shelter transitional housing beds for homeless and at- risk Veterans within the city of Glendale, by implementing any of the following: 1.1.1.1 Property conveyance; 1.1.1.2 New construction; 1.1.1.3 Site improvements associated with property conveyance and development, seek qualified design and construction teams to provide applicable construction and/or design services; 1.1.2 Complete or contract for an eligible Contractor or Subcontractor to complete the project description in Exhibit A – Statement of work 1.1.3 Expend ARPA funds prior to expending Arizona State Legislature funds 1.1.4 Comply with all federal, state, County and City requirements as they relate to the federal ARPA, state statute and general federal grant requirements. 1.1.5 Comply with laws, rules, and regulations regarding public improvements and state and local zoning, fire, environmental, health, and safety standards and regulations. 1.1.6 Establish use restrictions for the Veterans shelter/project/property as follows: 1.1.7 For a minimum period of ten years after the project outlined in Exhibit A is completed, the Developer will use the Property identified in Exhibit A exclusively to provide services and shelter for Veterans experiencing homelessness as specified in Exhibit A Work Statement and in compliance with 2 CFR 200.311 1.1.8 The Developer shall deliver to City fully authorized and executed Special 3 Warranty Deed and associated Land Use Restrictions and Deed of Trust and Promissory Note or other security instruments deemed appropriate by the City, which documents shall be recorded in Maricopa County Recorder’s Office to attach to the Project/Property/Shelter as outlined in Exhibit A. In no event shall the Land Use Restriction Agreement be removed or modified in any manner without the prior written consent of the City within the 10-year period of affordability provided for in the foregoing Deed of Trust and Promissory Note. 1.1.9 If the Developer chooses to sell or use the project for an alternative use other than as outlined in Exhibit A before the 10 years has concluded, the Developer will fully refund the City $3,000,000. 1.1.10 Actively communicating with representatives of the Maricopa Homeless System, which includes: 1.1.10.1 Collaboration with the Local Veteran Administration (VA) 1.1.10.2 Alignment with Community best practices 1.1.11 Maintain a sufficient number of qualified and trained staff to provide services under this Agreement: 1.1.12 Complete Quarterly Reports that contain the following information: 1.1.12.1 Status and updates on project timelines; 1.1.12.2 Current quarter expenditures; 1.1.12.3 Anticipated delays or issues; 1.1.12.4 Any recent significant disruptions or issues; 1.1.12.5 Any other information the Department should be aware of; 1.1.12.6 Quarterly Reports will be due no later than 15 days after the end of the reporting quarter. 1.1.13 Submit a program performance report on a 6-month basis after occupancy begins. The report shall include the following metrics: Total clients served by referral source, total number of clients entering the program from another emergency shelter or from sleeping on the street, average length of stay, exits to permanent housing, demographic data (age, gender, race, ethnicity). The performance reporting will be required through the extent of the use restriction period listed in Section 1.1.6. 1.2 The City shall: 1.2.1 Review invoiced costs related to the development of the Project and all other Eligible Expenditures associated with this Project on a monthly basis and remit payment to Developer in accordance with Section 6. 1.2.2 Report to the County and/or U.S. Department of Treasury on the Developer’s use of the Funding Amount. 2 Funding Amount. The City shall provide total financial assistance in an amount not to exceed $6,091,144.52 to be comprised of $3,000,000 in ARPA Funds and $3,091,144.52 in unexpended State Contribution funds, and subject to the terms of this Agreement and the availability of federal and State funds. This Funding Amount constitutes the City’s entire participation and obligation in the performance and completion of all work to be performed under this Agreement. 2.1 Use of Funding Amount. Developer shall only use ARPA and State Contribution Funds for Eligible Expenditures related to the Project, in accordance with local, state and federal regulations, statutes and ordinances, and is further 4 clarified in the County IGA, which is incorporated herein by reference. 2.2 Eligible Expenditures – Expenditures eligible for reimbursement by the City to Developer include, but are not limited to (1) Professional services such as architectural, engineering, legal, financial, title/escrow, land surveys, environmental testing, entitlement processing, planning and permitting (including all required fees) and others, (2) Construction and development costs such as materials and labor including delivery of materials, site clearance and demolition, environmental remediation and others, and (3) expenditures mutually agreed upon by City and Developer in writing as being necessary and required to effectuate the scope of work of this Agreement. 2.3 All expenditures shall also conform to the requirements of the Uniform Administrative requirements under 2 CFR 200, and may be disallowed per Section 8 of this Agreement. 3 Term of Agreement. The term of this Agreement is from May 1, 2024 through September 30, 2027, and shall be effective upon execution by both Parties. 4 Period of Performance. Developer may expend and City will reimburse only documented and Eligible Expenditures incurred under this Agreement beginning on May 1, 2024 through September 30, 2027. 5 Availability of Funds. 5.1 This Agreement and the Parties’ obligations contained herein shall only become effective when funds comprising the Funding Amount are made available to the City for disbursement. The City shall be the sole authority in determining the eligibility and availability of funds under this Agreement, and the City shall keep the Developer fully informed in this regard. 5.2 If any action is taken by any federal, state, local agency, or any other agency or instrumentality other than the Parties to amend, suspend, or terminate its fiscal obligation under or provided in connection with this Agreement, then the Parties shall amend, suspend, or terminate this Agreement. In the event of termination, the Parties shall be liable for payment only for services rendered prior to the effective date of the termination, provided that such services were performed in accordance with the provisions of this Agreement. Furthermore, upon termination Developer shall be released from all pending responsibilities and have no further obligation to perform under the Agreement unless expressly provided for herein as an obligation that survives termination. The Parties shall give written notice of their intent to suspend performance or intent to terminate this Agreement under this section at least ten (10) calendar days in advance. 6 Payment of Funding 6.1 The City shall pay and Developer shall receive all funding on a cost reimbursement basis. 6.2 Developer shall submit monthly invoices to City all invoiced costs related to purchase and construction of the general services building and all other costs associated with this Project on a monthly basis. 6.3 Initial expenditures must begin within first year of contract; in the event initial spending does not begin within the first year, the City will consider the project on 5 -hold, and require written consent to resume spending and any activity of the Project. 6.4 The City shall reimburse the Developer on a net 30 payments standard and shall provide payment to Developer within thirty (30) days of complete and accurate invoices submitted. The City maintains sole discretion to determine the eligibility of the invoiced expenditures subject to reimbursement in addition to the accuracy and completeness of all documents necessary for remittance to Developer. 6.5 Final Reimbursement Upon Agreement Termination or Amendment: 6.5.1 Prior to termination of this Agreement, the Developer shall submit the final reimbursement request. 6.5.2 This request shall be submitted no later than 30 calendar days after the termination date except as noted immediately below: 6.5.2.1 If the termination date is between June 10 and June 30, then the final reimbursement request shall be submitted by July 10th. 6.5.2.2 The final progress report, and any other required reports that may be applicable, such as the program income report, shall be submitted with the final reimbursement request. 6.5.3 Late receipt of the Final Reimbursement Request (e.g., not received within 45 days following the termination date) may result in forfeiture of payment. 7 Method of Payment. 7.1 The Developer shall submit invoices for project activities to revitalization@glendaleaz.com 7.2 The Developer shall comply with all requirements under 2 C.F.R. 200.415, incorporated herein by reference. 7.3 Payment by the City is not to be construed as final if the Department of Treasury disallows payment for the activity or any portion thereof. 7.4 Funds not expended in implementing this Project or upon completion of the Project shall be deobligated from the Project. 8 Disallowed Costs. 8.1 The cost principles set forth in the Code of Federal Regulations (“C.F.R.”), 2 C.F.R. Part 200 Subpart E, including later amendments and editions on file with the Arizona Secretary of State and incorporated here by reference, shall be used to determine the allowability of incurred reimbursable costs under Agreement. 8.2 Further, the Developer shall follow cost principles as outlined in Office of Management and Budget (OMB) Uniform Guidance, 2 C.F.R. §§ 200, et seq. 8.3 Those costs that are defined as unallowable in 2 C.F.R., shall not be submitted for reimbursement by the Developer and shall not be reimbursed with City fund. 9 Administrative Change Orders. Administrative Change Orders shall be in writing and approved by the Parties prior to their effective date. Changes to this Agreement that do not conform to the requirements in this Section shall be completed by Amendment. 9.1 Administrative Change Orders – The City Manager is authorized upon the recommendation of the Community Services Department Director or designee and Legal Counsel to review and execute administrative changes to the 6 Agreement on behalf of the City. 9.2 Administrative Change Orders shall address any of the following changes 9.2.1 Modifications to the Project timeline if the last day of the Project timeline is within the Agreement term; 9.2.2 Modifications to Budget line items if the Agreement Amount remains unchanged; 9.2.3 Modifications required by federal, state, City or County regulations, ordinances, or policies; and/or 9.2.4 Modifications to administrative requirements such as changes in reporting periods, frequency of reports, or report formats required by federal, state or local regulations, policies, or requirements; and 10 Acronyms and Definitions. Acronyms and Definitions found under 2 C.F.R. §§ 200.0 & 200.1 are incorporated by reference. 11 Termination. 11.1 Under A.R.S. § 38-511, the Parties may cancel this Agreement without penalty or further obligation within three years (3) after execution of this Agreement, if any person significantly involved in initiating, negotiating, securing, drafting or creating this Agreement on behalf of one Party at any time while this Agreement or any extension of this Agreement is in effect, is or becomes an employee or agent of any other Party to this Agreement in any capacity or consultant to any other party to this Agreement with respect to the subject matter of this Agreement. 11.2 Additionally, pursuant to A.R.S. § 38-511, either Party may recoup any fee or commission paid or due to any person significantly involved in initiating, negotiating, securing, drafting, or creating this Agreement on behalf of the one Party from the other Party to this Agreement arising as the result of this Agreement. A cancellation notice made under this Subparagraph shall be effective when the Developer receives a written notice of cancellation unless the notice specifies a later date. 11.3 Either Party may terminate this Agreement at any time by giving the other Party at least sixty (60) calendar days prior notice in writing (unless terminated by a Party under the Availability of Funds provision). Any notice shall be given by either personal delivery or registered or certified mail, postage prepaid and return receipt requested, to the persons at the addresses set forth in Section 12.0 of this Agreement. 11.4 In the event of termination, the Parties shall be liable for payment only for reimbursable costs incurred prior to the effective date of the termination, provided that such services were performed in accordance with the provisions of this Agreement. Neither Party shall be liable for any incomplete or additional performance under the Agreement unless expressly stated herein as an obligation that survives termination. 11.5 The City may suspend or terminate this Agreement if the Developer violates any term or condition of this Agreement or if the Developer fails to maintain a good- faith effort to carry out the purpose of this Agreement. 11.6 The Parties may terminate this Agreement for convenience upon 30 days’ prior 7 written notice. The Parties shall agree upon the termination conditions including the effective date of the termination. The Party initiating the termination shall notify the other Parties in writing stating the reasons for such termination. 12 Notices. Notifications and communications concerning this Agreement shall be directed to the following: If to Developer: Veteran’s Community Project National Headquarters 8900 Troost Avenue Kansas City, MO 64131 Attn: Bryan Meyer, CEO bmeyer@vcp.org With a copy to: Veteran’s Community Project National Headquarters 8900 Troost Avenue Kansas City, MO 64131 Attn: Angela Gum agum@vcp.org With a copy to: Veteran’s Community Project National Headquarters 8900 Troost Avenue Kansas City, MO 64131 Attn: Ben Hendershot bhendershot@vcp.org If to City: City of Glendale 5850 West Glendale Avenue Glendale, Arizona 85301 Attn: Kevin Phelps, City Manager kphelps@glendaleaz.com With a copy to: City of Glendale 5850 West Glendale Avenue Glendale, Arizona 85301 Attn: Michael Bailey, City Attorney 8 mbailey@glendaleaz.com With a copy to: City of Glendale 5850 West Glendale Avenue, Suite SoCC Glendale, Arizona 85301 Attn: Matthew Hess, Deputy Director mhess@glendaleaz.com 13 Employment Disclaimer. 13.1 This Agreement is not intended to constitute, create, give rise to, or otherwise recognize a joint venture agreement, partnership, or other formal business association or organization of any kind, and the rights and obligations of the Parties shall be only those expressly set forth in this Agreement. 13.2 The Developer agrees that no individual performing under this Agreement on behalf of the Developer may be considered a City agent, employee, or representative and that no rights of City civil service, City retirement, or City personnel rules shall accrue or apply to any such individual. The Developer shall have total responsibility for all salaries, wages, bonuses, retirement, withholdings, workers’ compensation, occupational disease compensation, unemployment compensation, other employee benefits, and all taxes and premiums appurtenant thereto concerning such individuals shall indemnify, defend and hold harmless the City with respect to the foregoing. 13.3 The City agrees that no individual performing under this Agreement on behalf of City may be considered a Developer agent, employee, or representative and that no rights of Developer civil service, Developer retirement, or Developer personnel rules shall accrue or apply to any such individual. The City shall have total responsibility for all salaries, wages, bonuses, retirement, withholdings, workers’ compensation, occupational disease compensation, unemployment compensation, other employee benefits, and all taxes and premiums appurtenant thereto concerning such individuals and the City shall indemnify, defend and hold harmless the Developer with respect to the foregoing. 14 General Requirements. 14.1 The terms of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Arizona and the applicable laws and regulations of ARPA. 14.2 The exclusive, convenient, and proper venue for any legal proceeding arising out of, or related to, this Agreement shall be Maricopa County Superior Court, in and for the County of Maricopa, Arizona. Moreover, all parties to this Agreement, persons and entities alike, consent to the personal jurisdiction of the Maricopa County Superior Court and irrevocably waive any objections to said jurisdiction. 14.3 The Developer shall, without limitation, obtain and maintain all licenses, permits and authority necessary to do business, render services and perform work under this Agreement, and shall comply with all laws regarding unemployment insurance, disability insurance and worker's compensation. 9 14.4 Each Party is an independent contractor under the provisions of this Agreement and no officer, employee, or agent is to be considered an officer, employee, or agent of the other Party. 14.5 The Developer shall comply with the regulations prohibiting a conflict of interest. The Developer shall not make any payments, either directly or indirectly, to any person, partnership, corporation, trust, or other organization that has a substantial interest in Developer's organization or with which the Developer (or any of its directors, officers, owners, trust certificate holders, or a relative thereof) has a substantial interest, unless the Developer has made full written disclosure of the proposed payments to the City and has received written approval for the payments. 14.6 For purposes of this provision, the terms "substantial interest" and "relative" shall have the meanings prescribed by A.R.S. § 38-502. 15 Assignment and Subcontracting. 15.1 No right, liability, obligation, or duty under this Agreement may be assigned, delegated, or subcontracted, in whole or in part, without the prior written approval of the City. The Developer shall bear all liability under this Agreement, even if it is assigned, delegated, or subcontracted, in whole or in part, unless the City agrees otherwise. 15.2 In accordance with 2 C.F.R. §200.331, the Developer may make a “Subaward” as a pass-through entity for the purpose of carrying out a portion of the federal award. The Developer will make determinations classifying Developers of federal funds as a Developer. 15.3 Developer shall ensure compliance by any subcontractor with all ARPA requirements, including reporting requirements. 16 Disputes. 16.1 Except as may otherwise be provided for in this Agreement, the Parties may attempt to informally resolve any dispute arising out of this Agreement for a reasonable period of time, which shall not exceed one hundred twenty (120) calendar days. Disputes which are not resolved in that time period, shall be submitted in accordance with the following formal dispute resolution process. 16.2 Notice of the specific grounds of a dispute shall be in writing and filed with the City Representative listed in the Notices paragraph, within ten (10) business days from the date the Developer knew or should have known of the basis of the dispute. 16.3 The City Representative shall respond in writing to the Developer within fourteen (14) business days. The decision of the City Representative shall be final and conclusive unless, within seven (7) business days after the date the Developer is served with the decision, the Developer files a written notice of appeal with the Community Services Department Director. 16.4 The Department Director shall provide the Developer with a written response within fourteen (14) business days following receipt of the notice of appeal. The decision of the Director shall be final and not appealable, except as provided in subsection 16.6. 16.5 Pending a final decision of the Director, the Developer shall diligently proceed with its performance of this Agreement in accordance with the City 10 Representative’s decision. 16.6 In the event Developer disagrees with the Director’s decision, Developer shall have every existing and future right or remedy available by law or in equity to resolve the dispute. 17 Severability. Any provision of this Agreement that is determined to be invalid, void, or illegal by a court shall in no way affect, impair, or invalidate any other provision of this Agreement, and the remaining provisions shall remain in full force and effect. 18 Strict Compliance. One Party’s acceptance of the other Party’s performance that is not in strict compliance with the terms of this Agreement shall not be deemed to waive the requirements of strict compliance for all future performance. All changes in performance obligations under this Agreement shall be in writing and signed by both Parties. 19 Single Audit Act Requirements. The Developer is in receipt of federal funds through the City and is subject to the federal audit requirements of the Single Audit Act of 1984, as amended (Pub. L. No. 98-502) (codified at 31 U.S.C. § 7501, et seq.). The Developer shall comply with 2 C.F.R. 200, Subpart F. Upon completion, such audits shall be made available for public inspection. Audits shall be made available to the City within the twelve (12) months following the close of the fiscal year. The Developer shall take corrective actions within six (6) months of the date of receipt of audit findings. The City shall consider sanctions as described in 2 C.F.R. § 200.505 if it is determined by the City that the Developer is not in - compliance with the audit requirements. 20 Audit Disallowances. 20.1 The Developer shall, upon written notice, reimburse the City for any payments made under this Agreement that are disallowed by a federal, state, or City audit in the amount of the disallowance. Court costs and attorney and expert fees incurred will be specifically identified as applicable to the recovery of the disallowed costs in question. 20.2 If the City determines that a cost for which payment has been made is a disallowed cost, then the City will notify the Developer in writing of the disallowance and the required course of action, which shall be at the option of the City, either to adjust any future claim submitted by the Developer by the amount of the disallowance or to require immediate repayment of the disallowed amount by the Developer issuing a check payable to the City. 21 Property. 21.1 Any City real and personal property furnished or purchased pursuant to the terms of this Agreement shall be utilized, maintained, repaired, and accounted for in accordance with instructions furnished by the City, and title to all such property not otherwise conveyed to Developer separately shall revert to the City upon the expiration or termination of this Agreement. The costs to repair such property are the responsibility of the Developer within the limits budgeted in this Agreement. 21.2 Any Developer property furnished or purchased pursuant to the terms of the Agreement shall be utilized, maintained, repaired, and accounted for by the Developer, or Developer’s Contractor or Subcontractor, as applicable. Repair costs of such property shall be the responsibility of the Developer or Developer’s 11 Contractor or Subcontractor, as applicable. 22 Limitation on Liability. 22.1 The City and its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, committees, and commissions shall not be liable for any act or omission by the Developer or any and all of its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, committees, or commissions occurring in the performance of this Agreement, nor shall the City and its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, committees, and commissions be liable for purchases or contracts made by the Developer or any and all of its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, committees, or commissions in connection with this Agreement, except as otherwise provided by law. 22.2 The Developer and its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, committees, and commissions shall not be liable for any act or omission by the City or any and all of its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, committees, or commissions occurring in the performance of this Agreement, nor shall the Developer and its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, committees, and commissions be liable for purchases or contracts made by the City or any and all of its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, committees, or commissions in connection with this Agreement, except as otherwise provided by law 23 General Indemnification. 23.1 Each Party (as “Indemnitor”) agrees to indemnify, defend, and hold harmless the other Party and its officers, officials, employees, and agents (collectively, “Indemnitees”) from and against any and all claims, losses, liability, costs, or expenses (including reasonable attorney and expert fees) (collectively referred to as “Claims”) either arising from or related to breach of this Agreement, but only to the extent that such Claims are caused by the act, omission, negligence, misconduct, or other fault of the Indemnitor and any and all of its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, committees, and commissions. The obligations under this Section 25 shall survive termination of this Agreement. 23.2 Developer shall add an indemnity clause to all agreements with contractors receiving funds from this agreement requiring that contractor indemnity, defend and hold the City harmless and its officers, officials, employees, and agents (collectively, “Indemnitees”) from and against any and all claims, losses, liability, costs, or expenses (including reasonable attorney and expert fees) (collectively referred to as “claims”) either arising from or related to breach of the contract, but only to the extent such claims are caused by the act, omission, negligence, misconduct, or other fault of the Indemnitor and any and all of its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, committees, and commissions. 12 24 Insurance 24.1 The Developer is a nonprofit entity and shall ensure the Insurance thresholds below are met and provide the City with a Certificate of Self-Insurance equal to: General Aggregate $3,000,000 , and Each Occurrence Limit $1,000,000; and Workers’ Compensation a limit of no less than $1,000,000 for each accident. 24.2 Mail COI to: City of Glendale c/o Risk Management 5850 W. Glendale Ave. Glendale, AZ 85301 24.3 Cancellation and Expiration Notice: 24.3.1 Applicable to all insurance policies required within the insurance requirements of this contract, Subrecipient’s insurance shall not be permitted to expire, be suspended, be canceled, without 30 days prior written notice to the City. Such notice shall be sent directly to City of Glendale c/o Risk Management 5850 W. Glendale Ave. Glendale, AZ 85301, or emailed to the City representative noted in this Agreement. 24.4 Contractor and Subcontractors: The Developer’s certificate(s) shall include all Contractors and Subcontractors as insureds under its policies, or the Developer shall furnish separate certificates for each Contractor and Subcontractor. All coverage for Contractors or Subcontractors shall be subject to the minimum requirements identified above. 24.5 Approval: Any modification or variation of the insurance requirements in any agreement must have prior approval from the City whose decision shall be final. Such action will not require a formal amendment. 25 Offshore Performance of Work Prohibited. Due to security and identity protection concerns, direct services under this Agreement shall be performed within the borders of the United States. Any services that are described in the specifications or scope of work that directly serve the State of Arizona or its clients and may involve access to secure or sensitive data or personal client data or development or modification of software for the State shall be performed within the borders of the United States. Unless specifically stated otherwise in the specifications, this definition does not apply to indirect or “overhead” services, redundant back-up services, or services that are incidental to the performance of the Agreement. The provision applies to work performed by Developers or Subcontractors at all tiers. 26 Technical Assistance. The City will provide reasonable technical assistance to the Developer to assist in 13 complying with state and federal laws, and regulations, and accountability for diligent performance and compliance with the terms and conditions of this Agreement and all applicable laws, regulations, and standards. However, this assistance in no way relieves the Developer of full responsibility and accountability for its actions and performance in compliance with the terms of this Agreement. 27 Staff and Volunteer Training. The City may make available to the Developer the opportunity to participate in any applicable training activities conducted by the City. 28 Clean Air Act. If the total face value of this Agreement exceeds $100,000, the Developer agrees to comply with all regulations, standards and orders issued pursuant to the Clean Air Act of 1970, as amended (42 U.S.C. §§ 7401, et seq.), to the extent any are applicable by reason of performance of this Agreement. 29 Lobbying. 29.1 No federal appropriated funds have been paid or will be paid by or on behalf of the Developer 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 the awarding of any federal agreement, 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 agreement, grant, loan, or cooperative agreement. 29.2 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 any federal agreement, grant, loan or cooperative agreement, then the Developer shall complete and submit OMB Form-LLL, titled "Disclosure of Lobbying Activities," in accordance with its instructions and 31 U.S.C. § 1352. 30 Religious Activities. The Developer warrants that none of its costs and none of the costs incurred by the Developer or any of its Subcontractors or Developers will include any expense related to any religious activities. 31 Political Activity Prohibited. None of the funds, materials, property, or services contributed by the City or the Developer or any Subcontractor under this Agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office. 32 Covenant Against Contingent Fees. The Developer warrants that no persons or entities have been employed or retained by it to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee. For breach or violation of this warranty, the City may immediately terminate this Agreement without liability. 14 33 Safeguarding of Participant Information. The use or disclosure by the Developer of any information concerning an applicant for, or Developer of, service under this Agreement is directly limited to conduct of this Agreement. The Developer and any and all of its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, committees, and commissions shall safeguard the confidentiality of this information, just as they would safeguard their own confidential information. 34 Rights in Data. The Parties shall each have the use of data and reports resulting from this Agreement without cost or other restriction, except as otherwise provided by law or applicable regulation. Each Party shall supply to the other Party, upon request, any available information that is relevant to this Agreement and to the performance under it, except to the extent prohibited by law. 35 Copyrights. If this Agreement results in a book or other written material, the author is free to copyright the work, but the Parties reserve a royalty-free, nonexclusive, perpetual and irrevocable license to reproduce, publish, and otherwise use and to authorize others to use, all copyrighted material and all material that may be copyrighted as a result of this Agreement. 36 Agreement Compliance Monitoring/Auditing. 36.1 The City will monitor the Developer's compliance as needed for fiscal and programmatic performance under the terms and conditions of this Agreement and applicable regulations promulgated by the City, the US Department of the Treasury and Maricopa County. On-site visits for compliance monitoring may be made by the City and/or its grantor agencies at any time during the Developer's normal business hours, announced and/or unannounced. For auditing purposes, the City shall provide the Developer with 30-days’ advance notice of any proposed on-site visit. During an on-site visit(s), the Developer shall reasonably make all of its records and accounts related to work performed or services provided under this Agreement available to the City for inspection and copying. 36.2 The City shall request information for fiscal monitoring/audit per Uniform Guidance 2 C.F.R. § 200, to include as applicable: 36.2.1 Financial Management 2 C.F.R. § 200.302 36.2.2 Internal Controls 2 C.F.R. § 200.303 36.2.3 Bonds 2 C.F.R. § 200.304 36.2.4 Payment and Financial Reporting 2 C.F.R. § 200.305 36.2.5 Cost Sharing or Matching 2 C.F.R. § 200.306 36.2.6 Program Income 2 C.F.R. § 200.307 36.2.7 Revision of Budget and Program Plans 2 C.F.R. § 200.308 36.2.8 Period of Performance 2 C.F.R. § 200.309 36.2.9 Insurance Coverage 2 C.F.R. § 200.310 36.2.10 Record Retention and Access 2 C.F.R. §§ 200.334 – 200.338 36.2.11 Procurement Standards 2 C.F.R. § 200.318 36.2.12 Indirect Costs 2 C.F.R. § 200.414 36.2.13 Compensation-Personal Services 2 C.F.R. § 200.430 15 36.2.14 Audit Requirements 2 C.F.R. §§ 200.501-200.517 37 Contingency Relating to Other Agreements and Grants. 37.1 The Developer shall, during the term of this Agreement, and within fifteen (15) business days from acceptance, inform the City in writing of the award of any other agreement or grant, including any other agreement or grant awarded by the City, where the award may affect either the direct or indirect costs being paid or reimbursed under this Agreement. The Developer’s failure to notify the City of any such agreement shall be a breach of this Agreement and the City may immediately terminate this Agreement without liability. 37.2 The City may request, and Developer shall provide within a reasonable time, which shall not exceed ten (10) business days, a copy of all such other agreements or grants, when, in the opinion of the City, the award of the agreement or grant may affect the costs being paid or reimbursed under this Agreement, except to the extent prohibited by law. 37.3 If the City determines that the award to the Developer of such other agreements or grants has affected the costs being paid or reimbursed under this Agreement, then the Director shall prepare an amendment to this Agreement effecting a cost adjustment. If the Developer disputes the proposed cost adjustment, then the dispute shall be resolved pursuant to the "Disputes" paragraph of this Agreement. 38 Minimum Wage Requirements. The Developer warrants that it shall pay all of its employees who are engaged in either performing work or providing services under the terms of this Agreement not less than the minimum wage specified under Section 206(a)(1) of the Fair Labor Standards Act of 1938, as amended (29 U.S.C. §§ 201, et seq.), by law and regulation, and, as applicable, Executive Order 13658, as amended, and as specified by Arizona law. 39 Recognition of City, County and State Support. The Developer shall give recognition to the City, County and State and the funding source for its support when the Developer publishes materials or releases public information that is paid for in whole or in part with funds received by the Developer under this Agreement. 40 Non-Discrimination, Equal Opportunity and Equal Access. The Developer, in connection with any services or other activities under this Agreement, shall not in any way discriminate against any person on the grounds of race, age, disability, color, religion, sex, sexual identity, gender identity, national origin, or political affiliation or belief. The Developer shall include this clause in all its Subcontracts. 41 Disability Requirements. The Developer agrees that any electronic or information technology offered under this Agreement shall comply with A.R.S. §§41-2531 and 41-2532 and Section 508 of the Rehabilitation Act of 1973, which requires that employees and members of the public shall have access to and use of information technology that is comparable to the access and use by employees and members of the public who are not individuals with disabilities. 16 42 Equal Opportunity Employment. 42.1 The Developer shall not discriminate against any employee or applicant for employment because of race, age, disability, color, religion, sex, sexual identity, gender identity, or national origin. 42.2 The Developer shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, age, disability, color, religion, sex sexual identity, gender identity, or national origin. Such action shall include, but is not limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, lay-off or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. 42.3 The Developer shall and shall cause their respective Subcontractors to comply with: 42.3.1 Title VI and VII of the Civil Rights Act of 1964, as amended (42 U.S.C. §§ 2000a, et seq.); 42.3.2 the Rehabilitation Act of 1973, as amended (29 U.S.C. §§ 701, et seq.); 42.3.3 the Age Discrimination in Employment Act of 1967, as amended (29 U.S.C. §§ 621, et seq.); 42.3.4 the Americans With Disabilities Act of 1990 (42 U.S.C. §§ 12101, et seq.); and 42.3.5 Arizona Executive Order 2009-09, as amended, et seq. which mandates that all persons shall have equal access to employment opportunities. 43 Uniform Administrative Requirements. By entering into this Agreement, the Developer agrees to comply with all applicable provisions of Title 2, Subtitle A, Chapter II, Part 200—UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 C.F.R. §§ 200, et seq. 44 Financial Management. The Developer shall establish and maintain a separate, interest-bearing bank account for money provided under this Agreement, or shall establish an accounting system that assures the safeguarding and accountability of all money and assets provided under this Agreement. No part of the money deposited in the bank account shall be commingled with other funds or money belonging to the Developer. All interest earned on the account shall be disbursed in a manner specified by the City in accordance with applicable State of Arizona and federal regulations. The Developer shall provide a signed bank account agreement authorizing the City to obtain information about the account. If an accounting system is used, then it shall be in accordance with generally accepted accounting principles. 45 Retention of Records. 45.1 This provision applies to all financial and programmatic records, supporting document, statistical records, and other records of the Developer that are related to this Agreement. 45.2 The Developer shall retain all records relevant to this Agreement for six (6) years after final payment or until after the resolution of any audit questions which could be more than six (6) years, whichever is longer, and the City, federal and state 17 auditors and any other persons duly authorized by the City shall have full access to, and the right to examine, copy, and make use of any and all of the records. 46 Adequacy of Records. If the Developer’s books, records and other documents related to this Agreement are not sufficient to support and document that allowable services were provided to eligible participants as determined by a court of competent jurisdiction, then the Developer shall reimburse the City for the services not supported and documented. 47 Immigration Laws and Regulations. 47.1 Federal Immigration and Nationality Act 47.1.1 The Developer understands and acknowledges the applicability of the Immigration Reform and Control Act of 1986 (IRCA). The Developer agrees to comply with the IRCA in performing under this Agreement and to permit the other Party to reasonably inspect personnel records to verify such compliance, to the extent required by law. 47.1.2 By entering into this Agreement, the Developer warrants compliance with the Federal Immigration and Nationality Act (FINA) and all other federal immigration laws and regulations related to the immigration status of its employees. The Developer shall obtain statements from their subcontractors certifying compliance and shall furnish the statements to the City upon request. These warranties shall remain in effect through the term of the Agreement. The Developer and their subcontractors shall also maintain Employment Eligibility Verification forms (I-9) as required by the U.S. Department of Labor’s Immigration and Control Act for all employees performing work under the Agreement. I-9 forms are available for download at USCIS.GOV. 47.1.3 The City may request verification of compliance for any employee or Subcontractor performing work under the Agreement. Should the City suspect or find that the Developer or any of its Subcontractors are not in compliance, then the City may pursue any and all remedies allowed by law, including, but not limited to suspension of work, termination of the Agreement for default, and suspension or debarment (or both) of the Developer. All costs necessary to verify compliance are the responsibility of the Developer or its Subcontractor. 47.2 Arizona Law: The Developer warrants that it is in compliance with A.R.S. § 41- 4401 (e-verify requirements) and further acknowledges that: 47.2.1 That the Developer and their respective Vendors, if any, warrant their compliance with all federal immigration laws and regulations that relate to their employees and their compliance with A.R.S. § 23-214; 47.2.2 A breach of a warranty under this Subparagraph 48.2.2 shall be deemed a material breach of this Agreement and the non-breaching Party may immediately terminate this Agreement without liability; and 47.2.3 The City and any contracting government entity retain the legal right to inspect the papers and employment records of the Developer or their respective Vendor employees who works on this Agreement to ensure that such Party or Vendor is complying with the warranty provided under this Subparagraph 48.2.3 and that the Developer agrees to make all papers and 18 employment records of those employees available during normal working hours in order to facilitate such an inspection. 48 Drug-Free Workplace Act. The Developer shall comply with the Drug-Free Workplace Act of 1988 (41 U.S.C. §§ 701, et seq.), which requires that Developers and grantees of federal funds must certify that they will provide Drug-Free workplaces. This certification is a precondition to receiving a grant or entering into this Agreement. 49 Certification Regarding Debarment, Suspension Ineligibility, and Voluntary Exclusion. 49.1 The undersigned, by signing this Agreement, represents that he/she has the authority to bind the Developer to the terms of this Certification. The Developer, as the primary participant in accordance with 2 C.F.R. Part 180, certifies to the best of its knowledge and belief that it and its principals: 49.1.1 Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; 49.1.2 Have not within a 3-year period preceding the Start Date of this Agreement, been convicted of or had a civil judgment rendered against them for (1) the commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, State, or local) transaction or contract under a public transaction; (2) the violation of any federal or State antitrust statutes or (3) the commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; 49.1.3 Are not presently indicted or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with the commission of any of the offenses enumerated in Sub-subparagraph 48.1.2 above; and 49.1.4 Have not, within a three-year period preceding this Start Date of this Agreement, had one or more public transactions (federal, state, or local) terminated for cause or default. 49.1.5 The Developer agrees to include, without modification, this clause in all lower tier covered transactions (i.e., transactions with Subcontractors) and in all solicitations for lower tier covered transactions related to this Agreement. 50 Developer Employee Whistleblower Rights and Requirements to Inform Employees of Whistleblower Rights. 50.1 The Developer agrees that this Agreement and employees working on this Agreement will be subject to the whistleblower rights and remedies in the pilot program on the Developer employee whistleblower protections established at 41 U.S.C. § 4712 by Section 828 of the National Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112–239) and Section 3.908 of the Federal Acquisition Regulation; 50.2 The Developer shall inform its employees in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 41 U.S.C. § 4712, as described in Section 3.908 of the Federal Acquisition 19 Regulation. Documentation of such employee notification must be kept on file by the Developer, and copies provided to City upon request; and 50.3 The Developer shall insert the substance of this clause, including this Paragraph 52.0, in all subcontracts over the simplified acquisition threshold ($250,000 as of June 2021). 51 Written Certification Pursuant to A.R.S. § 35-393.01. If the Developer engages in for-profit activity and has 10 or more employees, and if this Agreement has a value of $100,000 or more, then the Developer certifies it is not currently engaged in and agrees for the duration of this Agreement not to engage in, a boycott of goods and services from Israel. This certification does not apply to a boycott prohibited by 50 U.S.C. § 4842 or a regulation issued pursuant to 50 U.S.C. § 4842. 52 Survival. The indemnification, hold harmless, defense, and non-liability provisions of this Agreement shall have full force and effect notwithstanding any other provisions in this Agreement and shall survive the termination or expiration of this Agreement. 53 Default and Remedies for Noncompliance. 53.1 Notwithstanding anything to the contrary, this Section shall not be deleted or superseded by any other provision of this Agreement. 53.2 This Agreement may be immediately terminated by a Party if the other Party defaults by failing to perform any objective or breaches any obligation under this Agreement, or any event occurs that jeopardizes the other Party’s ability to perform any of its obligations under this Agreement. 53.3 Failure to comply with the requirements of this Agreement and all the applicable federal, state, or local laws, rules, and regulations may result in suspension or termination of this Agreement, the return of unexpended funds (less just compensation for work satisfactorily completed that, to date, has not been reimbursed), the reimbursement of funds improperly expended, or the recovery of funds improperly acquired. Noncompliance includes, but is not limited to: 53.3.1 Non-performance of any obligations required by this Agreement. 53.3.2 Noncompliance with any applicable federal, state, or local laws, rules, or regulations. 53.3.3 Unauthorized expenditure of funds. 53.3.4 Noncompliance with applicable financial record requirements, accounting principles, or standards established by OMB circulars and 2 C.F.R. §§ 200 et seq. 53.3.5 Noncompliance with recordkeeping, record retention, or reporting requirements. 53.4 Notwithstanding the suspension or termination of this Agreement, or the final determination of the proper disposition of funds, the Developer shall, without intent to limit or with restrictions, be subject to the following: 53.4.1 Acknowledge that suspension or termination of this Agreement does not affect or terminate any rights against the Developer at the time of suspension or termination, or that may accrue later. Nothing herein shall be construed to limit or terminate any right or remedy available under Agreement. 20 53.4.2 Waiver of a breach or default of any term, covenant, or condition of this Agreement or any federal, state, or local law, rule, or regulation shall not operate as a waiver of any subsequent breach of the same or any other term, covenant, condition, law, rule, or regulation. 53.5 The Developer shall, upon notice or with knowledge obtained by itself or others, take any and all proactive actions necessary, and provide any and all applicable remedies to address and correct any act by itself, and any and all of its agents, representatives, officers, officials, directors, employees, volunteers, successors, assigns, or Subcontractors that resulted in any wrongdoing (intentional or unintentional); misuse or misappropriation of funds; the incorrect or improper disposition of funds; any violation of any federal, state, or local law, rule, or regulation; or the breach of any certification or warranty provided in this Agreement. 54 Administrative Requirements. 54.1 Accounting Standards – The Developer agrees to comply with this Agreement and to adhere to the accounting principles and procedures required to utilize adequate internal controls and maintain necessary source documentation for all costs incurred, as well as any applicable federal laws and regulations. The Developer further agrees to maintain an adequate accounting system that provides for appropriate grant accounting (including calculation of program income). 54.2 Repayment of Funds – The Developer agrees to repay funds provided under this Agreement for noncompliance with the terms of this Agreement. Repayment shall be in accordance with the terms of this Agreement or the requirement of applicable laws and regulations, including continuing use compliance. The City may specify in writing the terms of the repayment or alternative terms in lieu of repayment. However, in no case shall repayment or compliance with the alternative terms be complete any later than sixty (60) calendar days following the written determination of noncompliance by the City. 54.3 Documentation and Record Keeping - The Developer agrees to comply with this Agreement and the following record keeping requirements: 54.3.1 Records to be maintained - The Developer shall maintain all financial records as required by 2 C.F.R. § 200; 54.3.2 System for Award Management -The Developer and all subcontractors or Developers shall have a valid Unique Entity Identifier (UEI) number and an active profile in the federal System for Award Management, or SAM.gov. Documentation of the UEI Number must be included in all project files. Developers and subcontractors will not receive a subaward until that entity has provided its UEI number. 2 C.F.R. § 25.300; Appendix A to 2 C.F.R. § 25. 54.3.3 Records Retention - The Developer shall retain all records pertinent to this Agreement for a period of six (6) years after all requirements have been met. In the event of litigation, a claim, or an audit is begun before the expiration of this retention period, said records shall be retained until all such action or audit findings involving the records have been resolved. 54.3.4 Disclosure - The Developer understands that client information collected under this Agreement is private and the use or disclosure of such information, when not directly connected with the administration of the 21 City's or the Developer's responsibilities with respect to services provided under this Agreement, is prohibited unless written consent is obtained from such person receiving service. 54.3.5 Property Records - The Developer shall maintain property and equipment inventory records that clearly identify properties and equipment purchased, improved, or sold. Properties and equipment retained shall continue to meet eligibility criteria and shall conform to the use of property and equipment. 54.4 Written Justification – The Parties will cooperate to develop the Written Justification for the capital expenditures exceeding $1 million pursuant to Overview of General Standards, 87 Fed. Reg. 4390 (Jan. 27, 2022). 55 Uyghur Forced Labor Prevention Act (UFLPA). 55.1 The Developer warrants and certifies that it does not currently, and agrees for the duration of the agreement that it will not, use: 55.1.1 The forced labor of ethnic Uyghurs in the People’s Republic of China. 55.1.2 Any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China. 55.1.3 Any contractors, subcontractors or suppliers that use the forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China. 55.2 If the Developer becomes aware during the term of the Agreement that the Developer is not in compliance with this paragraph, the Developer shall notify the City within five business days after becoming aware of the noncompliance. Failure of the Developer to provide a written certification that the Developer has remedied the noncompliance within one hundred eighty (180) days after notifying the public entity of its noncompliance, this Agreement shall terminate unless the Term of this Agreement shall end prior to said one hundred eighty (180) day period. 56 Force Majeure. 56.1 Neither Party shall be liable for failure of performance, nor incur any liability to the other Party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Agreement if such delay or failure is caused by events, occurrences, or causes beyond the reasonable control and without negligence of the Parties. Such events, occurrences, or causes will include Acts of God/Nature (including fire, flood, earthquake, storm, hurricane, or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, riots, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, lockout, blockage, embargo, labor dispute, strike, pandemic, and interruption or failure of electricity or telecommunication service. 56.2 Each Party, as applicable, shall give the other Party notice of its inability to perform and particulars in reasonable detail of the cause of the inability. Each party must use best efforts to remedy the situation and remove, as soon as practicable, the cause of its inability to perform or comply. 56.3 The Party asserting Force Majeure as a cause for non-performance shall have the burden of proving that reasonable steps were taken to minimize delay or damages caused by foreseeable events, all non-excused obligations were substantially 22 fulfilled, and the other Party was timely notified of the likelihood or actual occurrence that would justify such an assertion, so that other prudent precautions could be contemplated. 57 Provisions Required by Law. Each and every provision of law and any clause required by law to be in this Agreement will be read and enforced as though it were included herein and, if through mistake or otherwise any such provision is not inserted, or is not correctly inserted, then upon the application of either party, this Agreement will promptly be physically amended to make such insertion or correction. 58 Other Provisions. 58.1 Alterations to the Project and Budget must be mutually agreed upon by the Parties and will be incorporated into this Agreement by written amendments signed by both parties. 58.2 This Agreement represents the entire agreement between the parties and supersedes all prior representations, negotiations, or agreements whether written or oral. 58.3 Title and paragraph headings are for convenient reference and are not a part of this Agreement. 58.4 In the event of conflict between the terms of this Agreement and any terms or conditions contained in any attached documents, the terms in this Agreement will prevail. 58.5 No waiver or breach of any provision of this Agreement will constitute a waiver of a subsequent breach of the same or any other provision hereof, and no waiver will be effective unless made in writing. 58.6 Should any provisions, paragraphs, sentences, words or phrases contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Arizona, such provisions, paragraphs, sentences, words or phrases will be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable to conform with such laws, then same will be deemed severable, and in either event, the remaining terms and provisions of this Agreement will remain unmodified and in full force and effect. 58.7 Developer and its employees and agents will be deemed to be independent contractors, and not agents or employees of the City, and will not attain any rights or benefits under the civil service or pension ordinances of the City, or any rights generally afforded classified or unclassified employee; further they will not be deemed entitled to state compensation benefits as an employee of the City. 58.8 Funding for this Agreement is contingent on the availability of funds and continued authorization for the Project and is subject to amendment or termination due to lack of funds, or authorization, reduction of funds, and/or change in regulations. 59 Exhibits. The following exhibits, with reference to the term in which they are first referenced, are incorporated by this reference. Exhibit A Project Scope, Budget and Timeline 23 Exhibit B Property Legal Description Exhibit C Certifications Exhibit D Federal Laws and Regulations Exhibit E Additional Requirements (Signatures Appear on the Next Page) 24 IN WITNESS WHEREOF, all parties concerned acknowledge that they have read, understand, approve, and accept all provisions of this Agreement. CITY OF GLENDALE, an Arizona municipal corporation ___________________________________ Kevin R. Phelps City Manager ATTEST: ______________________________ Julie K. Bower City Clerk (SEAL) APPROVED AS TO FORM: ______________________________ Michael D. Bailey City Attorney 25 DEVELOPER: Veteran’s Community Project., an Arizona nonprofit corporation By: _______________________________ Name: Bryan Meyer Its: Chief Executive Officer STATE OF ___________ ) ) ss. County of ____________ ) This Developer Agreement for Veterans Transitional Housing Development is subscribed and sworn to before me this _____ day of _________________, 2024, by Bryan Meyer, the Chief Executive Officer of Veteran’s Community Project, Inc., an Arizona nonprofit corporation, as Developer, who signed the above document. ____________________________________ Notary Public My Commission Expires: _____________________ 1 EXHIBIT A PROJECT SCOPE 1. Project Description 1.1. The City will be contracting with Veterans Community Project (VCP) for the construction and services of the project. VCP Glendale will consist of a minimum of 50 ARPA-assisted units of non-congregate transitional housing for Veterans and their families and will provide on-site wrap around services with in-depth case management focused on self- sufficiency and housing stability. These wrap-round services will be provided at an on-site services administration facility. Veterans may stay in their unit as they continually progress in their program and toward their transition to permanent housing. The Positive Transition to permanent housing Average Length of Stay is 499 days (about 1.5 years) which is similar to existing Tenant Base Rental Assistance or Rapid Rehousing Assistance programs offered by the City. Occupancy rates at existing facilities are always very high, however, occupancy rates can fluctuate based on staffing, prepping units for new residents, and ensuring a small number remain available to maintain the agility to house some Veterans immediately or to ensure a unit is available for a Veteran nearing completion of a program. 20% of units (10 beds) will be set aside for clients experiencing literal homelessness as defined by the Department of Housing and Urban Development (HUD). 1.2. ARPA funding will be expended on predevelopment and hard construction costs for the residential units and will be fully expended by December 31, 2026. The City will ensure the ARPA-assisted units will serve Veterans and their families at risk of or experiencing homelessness, to provide long-term housing stability, for a period of performance of no less than ten years. These occupancy requirements and period of performance will be secured through a Special Warranty Deed and associated Land Use Restrictions, Deed of Trust, Promissory Note or other security instruments deemed appropriate by the City and executed by VCP and recorded at the Maricopa County Recorder’s Office. 1.3. Unit Details: Each unit features a bed, a small kitchen, and a bathroom. Every detail of the homes have been designed with Veterans' needs in mind, such as the placement of doors and windows to increase a sense of security for those impacted by post-traumatic stress disorder (PTSD). There will be 40 units at 260 square feet, eight (8) units at 320 square feet (for family units) and two (2) ADA units at 386.5 square feet. The units will be built on a concrete foundation and meet the code requirements of new construction. Homes are all connected to city sewers, water, and electric services. 1.4. VCP Services after construction: 1.4.1. Case managers coordinate wrap-around services and provide overall leadership and supervision of case management; however, the bulk of specialized services are provided by existing partner organizations and agencies. This support includes addiction counseling, suicide prevention, mental and behavioral health, and other necessary services. Each village includes a Village Center where case managers provide essential services and is tailored to the needs in each community. 1.4.2. VCP will provide community outreach which includes navigating services, providing necessities, identification services, mental and physical health referrals, housing navigation and permanent placements, financial counseling, emergency 2 financial assistance, and employment supports among other services. 1.4.3. VCP will collaborate with local services providers and the local Veteran Administration office to accept referrals and connect clients to the most useful and appropriate resources to meet their needs. 2. Deliverables: 2.1. Build a campus style transitional shelter for homeless veterans and their families that will be in use for the purpose intended as outlined in the Work Statement for no less than 10 years. 2.2. Estimated Beneficiaries 3. Project Eligibility: 3.1. Property Standards – Housing that is constructed or rehabilitated with ARPA funds must meet all applicable local codes, rehabilitation, and construction standards, ordinances, and zoning ordinances, including Section 504 of the Rehabilitation Act of 1973 and Fair Housing Act, as amended, at the time of project completion. 3.2. Occupancy Requirements - The Project staff shall determine and verify homelessness upon intake, utilizing the McKinney-Vento Homeless Assistance Act, As Amended by S. 896 Homeless Emergency Assistance and Rapid Transition to Housing (HEARTH) Act of 2009 definition as referenced here: https://www.hud.gov/sites/documents/HAAA_HEARTH.PDF. 3.3. Occupancy requirements over the 10-year period of performance will be enforced through a Special Warranty Deed and Land Use Restrictions provided by the City and recorded in the Maricopa County Recorder’s Office. 4. Budget: FUND SOURCES Sources Type Total Maricopa County Cash (ARPA) $3,000,000 City of Glendale Value of Land $3,844,763 City of Glendale Waived permit fees (estimated) $187,500 State of Arizona Cash (General Funds) $3,214,500* Developer Cash (fundraising) $5,613,130 Total: $15,538,443 Budget Summary City of Glendale Contributi on State GF Contributi on Maricopa County ARPA Additional Sources Needed Total Cost (Estimate) Land $3,844,763 $3,844,763 Beneficiaries Number of households (units) 50 Estimated Number of people (approximate) 50-75 people annually 3 Building Acquisition Other: taxes, title, recording Sub-total $3,844,763 -- -- -- $3,844,763 General Development Costs Construction Hard Costs- Residential $1,714,500 $2,185,000 $1,847,100 $5,746,600 Construction Costs- Nonresidenti al $1,500,000 $1,846,900 $3,346,900 Contractor OH, Profit, and Gen. Conditions $973,190 $973,190 Hard Costs Contingency $945,940 $945,940 Architect Fees (@10% of Hard Costs) $550,000 $550,000 COG Permit Fees $187,500 $187,500 Legal Fees $25,000 $25,000 Other Professional Fees $240,000 $240,000.00 Sub-Total $187,500 $3,214,500 $3,000,000 $5,613,130 $12,015,130 TOTALS $4,032,263 $3,214,500 $3,000,000 $5,613,130 $15,859,893 * 123,355.48 in State Contribution Funds have been previously expended and remitted under contract no. 23-0976, with $3,091,144.52 remaining and available to expend under this Agreement. 5. Timeline: Project Milestone Estimated Completion Date Site Control or Acquisition (closing date) January 31, 2025 Other Funds Firm Commitment (private December 30, 2025 Zoning Entitlements March 31, 2025 Plans Submitted to Municipality November 4, 2024 4 Civil Permits Issued March 31, 2025 Building Permits Issued May 31, 2025 Contractors Notice to Proceed Issued June 15, 2025 Construction Mobilization June 30, 2025 25% Completion March 15, 2026 50% Completion July 31, 2026 75% Completion December 31, 2026 100% Completion (all units occupied by eligible households. July 31, 2027 30 EXHIBIT B LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF GLENDALE, COUNTY OF MARICOPA, STATE OF ARIZONA, AND IS DESCRIBED AS FOLLOWS: That portion of Lot 11 as said lot is shown on the plat entitled HADSELL’S ADDITION TO GLENDALE, recorded June 4, 1892 in Book 2, of Maps, at Page 10, Official Records Maricopa County Recorder and situated in the Northwest Quarter of Section 6, Township Two North, Range Two East, of the Gila and Salt River Meridian, Maricopa County, Arizona, described as follows: Commencing at a found 3” Arizona Highway Department brass cap in hand hole, down 0.8 feet, marking the locally accepted Center of Section 6, from which a found 1/2” rebar in pothole, down 0.1 feet, marking the North quarter corner of said Section 6, bears North 00°18’56” East 2636.85 feet; (Basis of Bearings as shown on the RIGHT-OF-WAY PLANS FOR THE WICKENBURG- PHOENIX HIGHWAY, PROJECT NUMBER: MA-149-H7292-01R, DRAWING NUMBER D-7-T- 1001, prepared by Arizona Department of Transportation, dated October 30, 2020, hereinafter known as ADOT PLANS); Thence North 00°18’56” East along the North-South mid-section line, a distance of 404.48 feet: Thence South 88°55'28" West, a distance of 33.01 feet, to the Northeast corner of the property described in Warranty Deed 2023-0405469, Official Records Maricopa County Recorder, to the TRUE POINT OF BEGINNING; Thence continuing along the North line thereof, South 88°55'28" West, a distance of 96.10 feet to a point on the Easterly right of way line of US Highway 60 (Grand Avenue) as shown on said ADOT PLANS; Thence Northwesterly along said Easterly right of way for the following two courses; North 43°37'38" West, a distance of 442.74 feet; North 44°40'03" West, a distance of 449.04 feet to the beginning of a tangent curve to the right, having a radius of 4,950.00 feet; Thence along the Easterly right of way line of US Highway 60 (Grand Avenue) as described in Resolution of Abandonment Number 2017-03-A-017, recorded 2017-0435393, Official Records Maricopa County Recorder, Northwesterly along the arc of said curve, through a central angle of 04°08'06", a chord bearing of North 42°36'00" West, a chord distance of 357.16 feet, and an arc distance of 357.24 feet to a point on the North line of said Lot 11 of HADSELL’S ADDITION TO GLENDALE; 1 Thence along the North line of said Lot 11, North 88°55'28" East, a distance of 486.74 feet to the Northwest corner of the property described in Quit Claim Deed 2015-0085306, Official Records Maricopa County Recorder; Thence along the West line thereof, South 00°18'56" West, along a line parallel with and 477.33 feet West of the East line of said Lot 11, a distance of 87.46 feet to the Southwest corner thereof; Thence North 88°55'28" East, a distance of 74.23 feet to the Northwest corner of the property described in Warranty Deed 1997-0521215, Official Records Maricopa County Recorder; Thence along the West line thereof, South 00°18'56" West, a distance of 194.63 feet to the Southwest corner of said property described in Warranty Deed 1997-0521215; Thence along the South line thereof, North 88°55'28" East, a distance of 371.24 feet; Thence continuing along said South line, North 44°37'12" East, a distance of 35.78 feet to the Northeast corner of the property described in Special Warranty Deed 2008- 0809636, Official Records Maricopa County Recorder; Thence along a line parallel with and 40.00 feet West of said North-South Mid-Section line, South 00°18'56" West, a distance of 95.02 feet to a point on the North line of the property described in Special Warranty Deed 2023-0122741, Official Records Maricopa County Recorder; Thence along the North line thereof, South 88°55'28" West, to the Northwest corner of said property, a distance of 178.00 feet; Thence South 00°18'56" West, a distance of 279.89 feet along the West line of said property, to the Southwest corner thereof; Thence along the South line thereof North 88°55'28" East, a distance of 185.00 feet to the Southeast corner of said property described in Special Warranty Deed 2023-0122741; Thence along the East line of said Lot 11 of HADSELL’S ADDITION TO GLENDALE, parallel with and 33.00 feet West of said North-South Mid-Section line South 00°18'56" West, a distance of 287.05 feet to the TRUE POINT OF BEGINNING. Containing 318,220 square feet, or, 7.305 acres of land, more or less. APNs: 143-34-009A, 143-34-008G, 143-34-008H, 143-34-001B, 143-34-010A, 143-34-005A, and 143-34-006C 2 EXHIBIT C Exhibit C CERTIFICATIONS See attached Certifications: 1. Policy of Nondiscrimination on the Basis of Disability. 2. Section 319 of Public Law 101-121. 3. Contracting with Small and Minority Firms, Women’s Business Enterprises and Labor Surplus Area Firms. 4. Drug-Free Workplace. ### 1 POLICY OF NONDISCRIMINATION ON THE BASIS OF DISABILITY The undersigned representative agrees, on behalf of Developer, to cause Developer to have or adopt a Policy of Nondiscrimination on the Basis of Disability. Such Policy will state that the Developer does not discriminate on the basis of disabled status in the admission or access to, or treatment or employment in, its federally assisted programs or activities. ______________________________________________________________________________ Signature Date Bryan Meyer, Chief Executive Officer of Veterans Community Project, Inc., an Arizona nonprofit corporation 1 SECTION 319 OF PUBLIC LAW 101121 The Undersigned certifies, to the best of his or her 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 any 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, and the extension, continuation, renewal, amendment, 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 will complete and submit Standard FormLLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. 3. The undersigned will 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 agencies will certify and disclose accordingly. This certification is a material representation of fact upon 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 31 U.S.C. § 1352. Any person who fails to file the required certification will be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. ______________________________________________________________________________ Signature Date Bryan Meyer, Chief Executive Officer of Veterans Community Project, Inc., an Arizona nonprofit corporation 1 CONTRACTING WITH SMALL AND MINORITY FIRMS, WOMEN’S BUSINESS ENTERPRISES AND LABOR SURPLUS AREA FIRMS 1. It is a national policy to award a fair share of contracts to small and minority business firms. Accordingly, affirmative steps must be taken to assure that small and minority businesses are utilized when possible as sources of supplies, equipment, construction, and services. Affirmative steps will include the following: 1.1 Qualified small and minority businesses on solicitation lists. 1.2 Assuring that small and minority businesses are solicited whenever they are potential sources, and to the greatest extent possible that these businesses are located within the metropolitan area. 1.3 When economically feasible, dividing total requirements into smaller tasks or quantities so as to permit maximum small and minority business participation. 1.4 Where the requirement permits, establish delivery schedules which will encourage participation by small minority businesses. 1.5 Using the services and assistance of the Small Business Administration, and the Office of Minority Business Enterprises of the Department of Commerce and the Community Services Administration as required. 1.6 If any subcontracts are to be let, requiring the prime contractor to take the affirmative steps in §§ 1.1 through 1.5. Grantees will take similar appropriate action in support of women's enterprises. 1.7 To the greatest extent feasible, opportunities for training and employment will be given to low and moderate income persons residing within the metropolitan area. 2. The above-described equal opportunity requirements are obligations of the City because federal funds are being utilized to finance the Project to which this Project pertains. 3. In executing any contract, the Developer agrees to comply with the requirements and to provide appropriate documentation at the request of the City. ______________________________________________________________________________ Signature Date Bryan Meyer, Chief Executive Officer of Veterans Community Project, Inc., an Arizona nonprofit corporation 1 DRUG-FREE WORKPLACE The Developer certifies that it will cause Developer to maintain a drug-free workplace in accordance with the requirements of 2 CFR Part 182 by: 1. Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the Developer’s workplace and specifying the actions that will be taken against employees for violation of such prohibition. 2. Establishing an ongoing drug-free awareness program to inform employees about: 2.1 The dangers of drug abuse in the workplace; 2.2 The Developer’s policy of maintaining a drug-free workplace; 2.3 Any available drug counseling, rehabilitation and employee assistance programs; and 2.4 The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace. 3. Making it a requirement that each employee to be engaged in the performance of the grant be given a copy of the statement required by paragraph 1. 4. Notifying the employee in the statement required by paragraph 1 that, as a condition of employment under the grant, the employee will: 4.1 Abide by the terms of the statement; and 4.2 Notify the employer in writing of his or her conviction for a violation of a criminal drug statute occurring in the workplace no later than five calendar days after such conviction. 5. Notifying the City in writing, within ten calendar days after receiving notice under paragraph 4.2 from an employee or otherwise receiving actual notice of such conviction. Employers of convicted employees must provide notice including position title, to every grant officer or other designee on whose grant activity the convicted employee was working, unless the Federal agency has designated a central point for the receipt of such notices. Notice will include the identification number(s) of each affected grant. 6. Taking one of the following actions, within 30 calendar days of receiving notice under paragraph 4.2, with respect to any employee who is so convicted: 6.1 Taking appropriate personnel action against such an employee, up to and including termination, consistent with the requirements of the Rehabilitation Act of 1973, as amended; or 6.2 Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a federal, state, local health requirements, law enforcement, or other appropriate agency. 7. Making a good faith effort to continue to maintain a drug-free workplace through implementation of the above-described paragraphs. ______________________________________________________________________________ Signature Date Bryan Meyer, Chief Executive Officer of Veterans Community Project, Inc., an Arizona nonprofit corporation 1 EXHIBIT D ADDITIONAL REQUIREMENTS See attached requirements: 1. Procurement 2. Disputes/Grievance Procedure 3. Right to Refuse Service 1 PROCUREMENT 1. The Developer agrees to cause Developer to comply with all applicable federal, State of Arizona and City of Glendale procurement requirements for all expenditures of funds. Below is an overview of the procurement requirements. 1.1 Purchases over $50,000 must be publicly bid. 1.2 Purchases between $10,001 and $50,000 must follow competitive purchasing procedures based on written quotations. 1.3 Purchases of $5,000 to $10,000, whenever practical, must be based on oral quotations, with file documentation of vendors contacted and quotations received. 1.4 Purchases under $5,000 do not require written or oral quotations. 1.5 Expenditures for employee salaries or items such as client subsidies would not generally be subject to procurement requirements. (Such items do not generally constitute purchases.) 2. The Developer agrees to cause Developer to adopt a written procurement policy that, at a minimum, complies with the above procurement requirements, and to follow accounting procedures that will assure compliance with federal and city procurement codes. 3. The Developer further agrees to cause Developer to retain sufficient supporting documentation to demonstrate compliance with these requirements. Examples include, but are not limited, to the following: 3.1 Copies of bid documents; 3.2 Written quotations; and 3.3 Evidence of oral quotations. ### 1 DISPUTES/GRIEVANCE PROCEDURE 1. The Developer agrees to negotiate and resolve any disputes in the delivery of activities stated herein and will inform the City in writing of such negotiations and resolutions. 2. In the event the issue is not resolved, the City will confer with all parties to understand the issue, if appropriate, offer guidance, and try and reach an amicable solution. ### RIGHT TO REFUSE SERVICE The City reserves the right to refuse, terminate, or suspend service or accounts to an individual, company, or agency, if the City believes that conduct or actions violate applicable law, is harmful to the interests of the City of Glendale and its affiliates, or meets the criteria covered under City’s Right to Refuse Assistance Policy. Legal counsel will be consulted before such action is undertaken, unless an emergency exists. ###