Extracted text (via pymupdf)
87554 characters
City of Phoenix
Page 1 of 30
INTERGOVERNMENTAL AGREEMENT
BETWEEN
MARICOPA COUNTY
ADMINISTERED BY ITS
HUMAN SERVICES DEPARTMENT
AND
CITY OF PHOENIX
Agreement Number:
Agreement Amount: $10,000,000
Agreement Start Date: October 18, 2023
Agreement Termination Date: June 30, 2026
ALN: 21.027 American Rescue Plan Act
Unique Entity ID: VCKMLCEAYFY9
1.0
PARTIES
This financial Intergovernmental Agreement (“Agreement”) is between City of Phoenix
(“City” or “Subrecipient”) and Maricopa County (“County”) administered by its Human
Services Department, (“Department”). The County and the Subrecipient collectively are
referred to as the “Parties” and individually as a “Party.”
2.0
PURPOSE
Through this Agreement, affordable rental housing in the Phoenix area will be expanded.
The County shall provide Subrecipient with American Rescue Plan Act (“ARPA”) to renovate
and create 234 units of affordable rental housing in Maricopa County.
3.0
TERM OF AGREEMENT
3.1
The term of this Agreement is from October 18, 2023, through June 30, 2026.
3.2
This Agreement may be extended, but not beyond December 31, 2026, with the
condition the Subrecipient is in compliance with the terms and conditions of this
Agreement. Extensions shall be processed as identified in section 4.0
(“Amendment”).
3.3
This Agreement shall be effective upon approval and signature by both Parties.
4.0
AMENDMENTS
Any changes to this Agreement shall be effective only by a written amendment signed by
both Parties.
City of Phoenix
Page 2 of 30
5.0
ADMINISTRATIVE CHANGE ORDERS
5.1
The Chairman of the Board of Supervisors is authorized upon the recommendation
of the County’s Human Services Department Director and Legal Counsel to make
changes within the general scope of the Agreement on behalf of the County through
Administrative Change Orders. Administrative Change Orders will be effective upon
approval and execution by both the Chairman of the Board of Supervisors and the
City. Administrative Change Orders may address any of the following areas:
5.1.1
Modifications to the project timeline if the last day of the project timeline
is within the Agreement term;
5.1.2
Modifications to budget line items if the Agreement amount remains
unchanged;
5.1.3
Modifications required by federal, state, or County regulations,
ordinances, or policies; and/or
5.1.4
Modifications to administrative requirements such as changes in
reporting periods, frequency of reports, or report formats required by the
U.S. Department of Treasury or local regulations, policies, or
requirements.
6.0
FUNDING
The County shall provide the Subrecipient with $10,000,000 in ARPA Funds under
Assistance Listing Number (“ALN”) 21.027 and provided to the County through the U.S.
Department of Treasury.
7.0
AVAILABILITY OF FUNDS
7.1
This Agreement and the Parties’ obligations under it shall become effective when
funds assigned for the purpose of compensating the Subrecipient are available to
the County for disbursement. The County shall be the sole authority in determining
the availability of funds under this Agreement, and the County shall keep the
Subrecipient fully informed as to the availability of funds.
7.2
If any action is taken by any federal, state, local agency, or any other agency or
instrumentality other than the County to amend, suspend, or terminate its fiscal
obligation under or provided in connection with this Agreement, then the County may
amend, suspend, or terminate this Agreement. In the event of termination, the
County 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 Subrecipient
shall be released from all pending responsibilities and shall have no further
obligation to perform under the Agreement unless it is expressly provided for herein
as an obligation that survives termination. The County shall give written notice of
their intent to suspend performance or their intent to terminate this Agreement under
this Section at least ten (10) calendar days in advance.
8.0
RESPONSIBILITIES OF ORGANIZATIONS
8.1
The Subrecipient shall:
8.1.1
Complete the project descriptions in Exhibits A and Exhibit B, Statements
of Work.
8.1.2
Ensure compliance with federal, state, and County requirements as they
relate to the federal ARPA requirements.
8.1.3
Ensure compliance with all laws, rules, and regulations.
8.1.4
Maintain a sufficient number of qualified and trained staff to provide
services under this Agreement.
City of Phoenix
Page 3 of 30
8.1.5
Complete Quarterly Reports that contain the following information
8.1.5.1
Status and updates on project timelines;
8.1.5.2
Current quarter expenditures;
8.1.5.3
Expenditure forecasting;
8.1.5.4
Anticipated delays or issues;
8.1.5.5
Any recent significant disruptions or issues;
8.1.5.6
Other information the Department should be aware of;
8.1.5.7
Quarterly Reports will be due no later than 30 days after the
end of the reporting quarter.
8.2
The County shall:
8.2.1
Review invoiced costs related to costs associated with this project on a
monthly basis.
8.2.2
Report to the U.S. Department of Treasury on the Subrecipient’s use of
funds.
9.0
COMPENSATION
9.1
This Agreement is on a cost reimbursement basis. Subrecipient shall submit
quarterly invoices to the County for all costs associated with the projects.
9.2
Subrecipient must submit a Request for Reimbursement to the County of all
expenditures within the same fiscal year in which the expenditures are incurred.
The fiscal year is July 1st through June 30th each year. Therefore, reimbursement
must be submitted no later than July 30th for the preceding fiscal year.
9.3
Final Reimbursement Upon Agreement Termination.
9.3.1
Prior to termination of this Agreement, at the date identified on page 1 of
this Agreement, or as may be amended, the Subrecipient shall submit the
final reimbursement request.
9.3.2 This request shall be submitted no later than 30 calendar days after the
termination date except as noted immediately below.
9.3.2.1
If the termination date is between June 10 and June 30, of any
fiscal year, then the final Reimbursement Request shall be
submitted to the County by July 10th.
9.3.3 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.
9.3.4 Late receipt of the Final Reimbursement Request (e.g., not received within
45 days following the termination date) may result in forfeiture of payment.
10.0
METHOD OF PAYMENT
10.1
The
Subrecipient
shall
submit
invoices
for
project
activities
to
hsdfinance@maricopa.gov
10.2
Funds not expended in implementing the Statement of Work or upon completion of
the Statement of Work shall be returned to the ARPA unprogrammed funds account.
10.3
The County shall reimburse the Subrecipient on a net zero (0) payments standard.
10.4
Payment by the County is not to be construed as final in the event the Department
of Treasury disallows payment for the activity or any portion thereof.
11.0
DISALLOWED COSTS
11.1
The cost principles set forth in the Code of Federal Regulations, 2 C.F.R. Part 200
Subpart E (2 C.F.R.) including later amendments and editions on file with the Arizona
Secretary of State and incorporated herein by reference, shall be used to determine
the allowability of incurred reimbursable costs under this Agreement.
City of Phoenix
Page 4 of 30
11.2
Further, the Subrecipient shall follow cost principles as outlined in Office of
Management and Budget (“OMB”) Uniform Guidance, 2 C.F.R. §§ 200, et seq.
11.3
Costs defined as unallowable in 2 C.F.R. shall not be submitted by the Subrecipient
and will not be reimbursed by the County.
12.0
TERMINATION
12.1
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. 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 recipient receives a written notice of
cancellation unless the notice specifies a later date.
12.2
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 13.0 of this
Agreement. 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.
12.3
The County may suspend or terminate this Agreement if the Subrecipient violates
any term or condition of this Agreement or if the Subrecipient fails to maintain a
good-faith effort to carry out the purpose of this Agreement.
13.0
NOTICES
Notifications and communications concerning this Agreement shall be directed to the
following:
Subrecipient:
City of Phoenix
Rachel Milne
Director, Office of Homeless Solutions
200 W. Washington, 17th Floor
Phoenix, AZ 85006
602-534-0576
Rachel.Milne@Phoenix.gov
And to: Angela Duncan
Deputy Director, Housing Department
251 W. Washington, 4th Floor
Phoenix, AZ 85006
Maricopa County
Human Services Department
Jamie Macfarlane
Housing and Community Development
Manager
234 N. Central Avenue 3rd Floor
Phoenix, AZ 85004
(602) 506-5813
jamie.macfarlane@maricopa.gov
City of Phoenix
Page 5 of 30
602-262-1881
Angela.Duncan@phoenix.gov
14.0
EMPLOYMENT DISCLAIMER
14.1
This Agreement is not intended to constitute, create, give rise to, or to otherwise
recognize a joint venture, 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.
14.2
The Subrecipient agrees that no individual performing under this Agreement on
behalf of the Subrecipient shall be considered a County agent, employee, or
representative and those individuals are not entitled County civil service rights,
County retirement rights, or any other rights provided under the County personnel
rules, nor shall those rights accrue or apply to any such individual. The Subrecipient
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 County with respect to the foregoing.
14.3
The County agrees that no individual performing under this Agreement on behalf of
County may be considered a Subrecipient agent, employee, or representative and
that no rights of Subrecipient civil service, Subrecipient retirement, or Subrecipient
personnel rules shall accrue or apply to any such individual. The County 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 County shall indemnify, defend and hold
harmless the Subrecipient with respect to the foregoing.
15.0
GENERAL REQUIREMENTS
15.1
The terms of this Agreement shall be construed in accordance with Arizona law and
the applicable laws and regulations of ARPA. Any lawsuit arising out of this
Agreement shall be brought in the superior court of Maricopa County, Arizona.
15.2
The Subrecipient 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.
15.3
The Subrecipient shall comply with the regulations prohibiting a conflict of interest.
The Subrecipient shall not make any payments, either directly or indirectly, to any
person, partnership, corporation, trust, or other organization that has a substantial
interest in Subrecipient's organization or with which the Subrecipient (or any of its
directors, officers, owners, trust certificate holders, or a relative thereof) has a
substantial interest, unless the Subrecipient has made full written disclosure of the
proposed payments to the County and has received written approval for the
payments.
15.4
For purposes of this provision, the terms "substantial interest" and "relative" shall
have the meanings prescribed by A.R.S. § 38-502.
City of Phoenix
Page 6 of 30
16.0
ASSIGNMENT AND SUBCONTRACTING
16.1
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 County. The Subrecipient shall bear all liability under this Agreement, even if it
is assigned, delegated, or subcontracted, in whole or in part, unless the County
agrees otherwise.
16.2
In accordance with 2 C.F.R. §200.331, the Subrecipient may make a “Subaward” as
a pass-through entity for the purpose of carrying out a portion of the federal award
and General Funds. The Subrecipient will make determinations classifying recipients
of federal funds as a subrecipient.
16.3
Subrecipient shall ensure compliance by any subcontractor with all ARPA
requirements, including reporting requirements.
17.0
DISPUTES
17.1
Except as otherwise 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, but 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.
17.1.1 Notice of the specific grounds of a dispute shall be in writing and filed with
the County Representative listed in the Notices paragraph, within ten (10)
business days from the date the Subrecipient knew or should have known of
the basis of the dispute.
17.1.2 The County Representative shall respond in writing to the Subrecipient within
fourteen (14) business days. The decision of the County Representative
shall be final and conclusive unless, within seven (7) business days after the
date the Subrecipient is served with the decision, the Subrecipient files a
written notice of appeal with the Human Services Department Director.
17.1.3 The Department Director shall provide the Subrecipient 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.
17.1.4 Pending a final decision of the Director, the Subrecipient shall diligently
proceed with its performance of this Agreement in accordance with the
County Representative’s decision.
17.1.5 In the event Subrecipient disagrees with the Director’s decision, Subrecipient
shall have every existing and future right or remedy available by law or in
equity to resolve the dispute.
18.0
SEVERABILITY
Any provision of this Agreement that is determined to be invalid, void, or illegal by a court
that determination 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.
19.0
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.
City of Phoenix
Page 7 of 30
20.0
SINGLE AUDIT ACT REQUIREMENTS
The Subrecipient is in receipt of federal funds through the County 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 Subrecipient shall comply with 2 C.F.R. 200,
Subpart F. Upon completion, such audits shall be made available for public inspection.
Audits shall be submitted to the County within the twelve (12) months following the close of
the fiscal year. The Subrecipient shall take corrective actions within six (6) months of the
date of the receipt of audit findings. The County shall consider sanctions as described in 2
C.F.R. § 200.505 if it is determined by the U.S. Department of the Treasury or the County
that the Subrecipient is not in compliance with the audit requirements.
21.0
AUDIT DISALLOWANCES
21.1
The Subrecipient shall, upon written notice, reimburse the County for any payments
made under this Agreement that are disallowed by a federal, state, or County audit.
Court costs and attorney and expert fees incurred will be specifically identified as
applicable to the recovery of the disallowed costs in question.
21.2
If the County determines that a cost for which payment has been made is a
disallowed cost, then the County will notify the Subrecipient in writing of the
disallowance and identify the required course of action, which shall be at the option
of the County, either to adjust any future claim submitted by the Subrecipient by the
amount of the disallowance or to require immediate repayment of the disallowed
amount by the Subrecipient issuing a check payable to the County.
22.0
LIMITATION ON LIABILITY
22.1
The County 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 Subrecipient 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 County and its agents,
representatives, officials, officers, directors, employees, volunteers, departments,
agencies, boards, committees, and commissions be liable for purchases or
contracts made by the Subrecipient 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 Subrecipient 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 County 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 Subrecipient and its
agents, representatives, officials, officers, directors, employees, volunteers,
departments, agencies, boards, committees, and commissions be liable for
purchases or contracts made by the County 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.
City of Phoenix
Page 8 of 30
23.0
GENERAL INDEMNIFICATION
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 23 shall survive termination of this Agreement.
24.0
INSURANCE
24.1
The Subrecipient is a public entity and shall provide the County a Certificate of Self-
Insurance equal to:
General Aggregate
$3,000,000
Each Occurrence Limit
$1,000,000
24.2
Subrecipient, at Subrecipient’s own expense, shall purchase and maintain, at a
minimum, the herein stipulated insurance from a company or companies duly
licensed by the State of Arizona and possessing an AM Best, Inc. category rating of
B++. In lieu of State of Arizona licensing, the stipulated insurance may be purchased
from a company or companies, which are authorized to do business in the State of
Arizona, provided that said insurance companies meet the approval of County. The
form of any insurance policies and forms must be acceptable to County.
24.3
All insurance required herein shall be maintained in full force and effect until all work
or service required to be performed under the terms of the Contract is satisfactorily
completed and formally accepted. Failure to do so may, at the sole discretion of
County, constitute a material breach of this Agreement.
24.4
In the event that the insurance required is written on a claims-made basis,
Subrecipient warrants that any retroactive date under the policy shall precede the
effective date of this Agreement and either continuous coverage will be maintained,
or an extended discovery period will be exercised for a period of two years beginning
at the time work under this Agreement is completed.
24.5
Subrecipient’s insurance shall be primary insurance as respects County, and any
insurance or self-insurance maintained by County shall not contribute to it.
24.6
Any failure to comply with the claim reporting provisions of the insurance policies or
any breach of an insurance policy warranty shall not affect the County’s right to
coverage afforded under the insurance policies.
24.7
The insurance policies may provide coverage that contains deductibles or self-
insured retentions. Such deductible and/or self-insured retentions shall not be
applicable with respect to the coverage provided to County under such policies.
Subrecipient shall be solely responsible for the deductible and/or self-insured
retention and County, at its option, may require Subrecipient to secure payment of
such deductibles or self-insured retentions by a surety bond or an irrevocable and
unconditional letter of credit.
24.8
The insurance policies required by this Agreement, except Workers’ Compensation
and Errors and Omissions, shall name County, its agents, representatives, officers,
directors, officials, and employees as additional insureds or additional loss payees
as applicable.
24.9
The policies required hereunder, except Errors and Omissions, shall contain a
waiver of transfer of rights of recovery (subrogation) against County, its agents,
City of Phoenix
Page 9 of 30
representatives, officers, directors, officials, and employees for any claims arising
out of Subrecipient’s work or service.
24.10 If available, the insurance policies required by this Agreement may be combined with
Commercial Umbrella Insurance policies to meet the minimum limit requirements. If
a Commercial Umbrella insurance policy is utilized to meet insurance requirements,
the Certificate of Insurance shall indicate which lines the Commercial Umbrella
Insurance covers.
24.11 Commercial General Liability
24.11.1
Commercial General Liability (CGL) insurance and, if necessary,
Commercial Umbrella insurance with a limit of not less than $2,000,000
for each occurrence, $4,000,000 Products/Completed Operations
Aggregate, and $4,000,000 General Aggregate Limit. The policy shall
include coverage for premises liability, bodily injury, broad form property
damage, personal injury, products and completed operations and
blanket contractual coverage, and shall not contain any provisions which
would serve to limit third party action over claims. There shall be no
endorsement or modifications of the CGL limiting the scope of coverage
for liability arising from explosion, collapse, or underground property
damage.
24.12 Errors and Omissions/Professional Liability Insurance
24.12.1
Errors and Omissions (Professional Liability) insurance which will insure
and provide coverage for errors or omissions, or professional liability of
the architect engaged by the Subrecipient for the Project, with limits of
no less than $2,000,000 for each claim.
24.13 Builder’s Risk (Property) Insurance
24.13.1
Subrecipient shall purchase and maintain, on a replacement cost basis,
Builders’ Risk insurance and, if necessary, Commercial Umbrella
insurance in the amount of the initial Contract amount, as well as
subsequent modifications thereto for the entire work at the site. Such
Builders’ Risk insurance shall be maintained until final payment has been
made or until no person or entity other than County has an insurable
interest in the property required to be covered, whichever is earlier. This
insurance shall include interests of County, Subrecipient, and all
subcontractors and sub‐subcontractors in the work during the life of the
Agreement and course of construction and shall continue until the work
is completed and accepted by County. For new construction projects,
Subrecipient agrees to assume full responsibility for loss or damage to
the work being performed and to the structures under construction. For
renovation construction projects, Subrecipient agrees to assume
responsibility for loss or damage to the work being performed at least up
to the full Agreement amount, unless otherwise required by the
Agreement documents or amendments thereto. Builders’ Risk insurance
shall be on a special form and shall also cover false work and temporary
buildings and shall insure against risk of direct physical loss or damage
from external causes including debris removal, and demolition
occasioned by enforcement of any applicable legal requirements and
shall cover reasonable compensation for architect’s service and
expenses required as a result of such insured loss and other “soft costs”
as required by the Agreement. Builders’ Risk insurance must provide
coverage from the time any covered property comes under
Subrecipient’s control and/or responsibility, and continue without
City of Phoenix
Page 10 of 30
interruption during construction, renovation, or installation, including any
time during which the covered property is being transported to the
construction installation site and while on the construction or installation
site awaiting installation. The policy will provide coverage while the
covered premises or any part thereof are occupied. Builders’ Risk
insurance shall be primary, and any insurance or self‐insurance
maintained by the County is not contributory. If the Agreement requires
testing of equipment or other similar operations, at the option of County,
Subrecipient will be responsible for providing property insurance for
these exposures under a Boiler and Machinery insurance policy or the
Builders’ Risk Insurance policy.
24.14 Certificates of Insurance
24.14.1
Within ten (10) calendar days following the closing of construction
financing for the Project, the Subrecipient shall furnish the County with
valid and complete Certificates of Insurance, or formal endorsements as
required by the Contract in the form provided by the County, issued by
Subrecipient’s insurer(s), as evidence that policies providing the required
coverage, conditions and limits required by this Agreement are in full
force and effect. Such certificates shall identify this Agreement number
and title.
24.14.2
In the event any insurance policy(ies) required by this Agreement is (are)
written on a claims-made basis, coverage shall extend for two years past
completion and acceptance of Subrecipient’s work or services and as
evidenced by annual certificates of insurance.
24.14.3
If a policy does expire during the life of the Agreement, a renewal
certificate must be sent to County 15 calendar days prior to the expiration
date.
24.15 Certificate holder shall be identified as:
Maricopa County
c/o Risk Management
301 W Jefferson St., Suite 910
Phoenix, AZ 85003
24.16 Cancellation and Expiration Notice
24.16.1
Applicable to all insurance policies required within the insurance
requirements of this Agreement, Subrecipient’s insurance shall not be
permitted to expire, be suspended, be canceled, or be materially
changed for any reason without 30 days prior written notice to Maricopa
County. Subrecipient must provide to Maricopa County, within ten
business days of receipt, if they receive notice of a policy that has been
or will be suspended, canceled, materially changed for any reason, has
expired, or will be expiring. Such notice shall be sent directly to Maricopa
County Human Services Department and shall be mailed, or hand
delivered to 234 N. Central Avenue, Phoenix, AZ 85004, or emailed to
the Human Services representative noted in the Agreement.
25.0
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 State of Arizona residents and may
involve access to secure or sensitive data or personal client data or development or
modification of software shall be performed within the borders of the United States. Unless
City of Phoenix
Page 11 of 30
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. This provision applies to work all performed by
Subrecipients or subcontractors at all tiers.
26.0
TECHNICAL ASSISTANCE
The County will provide reasonable technical assistance to the Subrecipient to assist in
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
Subrecipient of full responsibility and accountability for its actions and performance in
compliance with the terms of this Agreement.
27.0
STAFF AND VOLUNTEER TRAINING
The County may make available to the Subrecipient the opportunity to participate in any
applicable training activities conducted by the County.
28.0
CLEAN AIR ACT
The Subrecipient 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.
29.0
LOBBYING
29.1
No federal appropriated funds have been paid or will be paid by or on behalf of the
Subrecipient 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 Subrecipient shall complete and submit OMB
Form-LLL, titled “Disclosure of Lobbying Activities,” in accordance with its
instructions and 31 U.S.C. § 1352.
30.0
RELIGIOUS ACTIVITIES
The Subrecipient warrants that none of its costs incurred will include any expense related
to any religious activities.
31.0
POLITICAL ACTIVITY PROHIBITED
None of the funds, materials, property, or services contributed by the County under this
Agreement shall be used for any partisan political activity, or to further the election or defeat
of any candidate for public office.
32.0
COVENANT AGAINST CONTINGENT FEES
The Subrecipient 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,
City of Phoenix
Page 12 of 30
percentage, brokerage, or contingent fee. For breach or violation of this warranty, the
County may immediately terminate this Agreement without liability.
33.0
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.
34.0
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.
35.0
AGREEMENT COMPLIANCE MONITORING/AUDITING
35.1
The County will monitor the Subrecipient’s compliance as needed for fiscal and
programmatic performance under the terms and conditions of this Agreement and
applicable regulations promulgated by ARPA and Maricopa County. On-site visits
for compliance monitoring may be made by the County and/or its grantor agencies
at any time during the Subrecipient’s normal business hours, announced and/or
unannounced. For auditing purposes, the County shall provide the Subrecipient with
30-days’ advance notice of any proposed on-site visit. During an on-site visit(s), the
Subrecipient shall reasonably make all of its records and accounts related to work
performed or services provided under this Agreement available to the County for
inspection and copying.
35.2
The County shall request information for fiscal monitoring/audit per OMB Uniform
Guidance 2 C.F.R. § 200, to include as applicable:
35.2.1 Financial Management 2 C.F.R. § 200.302
35.2.2 Internal Controls 2 C.F.R. § 200.303
35.2.3 Bonds 2 C.F.R. § 200.304
35.2.4 Payment and Financial Reporting 2 C.F.R. § 200.305
35.2.5 Cost Sharing or Matching 2 C.F.R. § 200.306
35.2.6 Program Income 2 C.F.R. § 200.307
35.2.7 Revision of Budget and Program Plans 2 C.F.R. § 200.308
35.2.8 Period of Performance 2 C.F.R. § 200.309
35.2.9 Insurance Coverage 2 C.F.R. § 200.310
35.2.10
Record Retention and Access 2 C.F.R. §§ 200.334 – 200.338
35.2.11
Procurement Standards 2 C.F.R. § 200.318
35.2.12
Indirect Costs 2 C.F.R. § 200.414
35.2.13
Compensation-Personal Services 2 C.F.R. § 200.430
35.2.14
Audit Requirements 2 C.F.R. §§ 200.501-200.517
36.0
CONTINGENCY RELATING TO OTHER AGREEMENTS AND GRANTS
36.1
The Subrecipient shall, during the term of this Agreement, within fifteen (15)
business days from acceptance, inform the Director in writing of the award of any
other agreement or grant, including any other agreement or grant awarded by the
County, where the award may affect either the direct or indirect costs being paid or
reimbursed under this Agreement. The Subrecipient’s failure to notify the County of
City of Phoenix
Page 13 of 30
any such agreement shall be a breach of this Agreement and the County may
immediately terminate this Agreement without liability.
36.2
The Director may request, and Subrecipient 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 Director, 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.
36.3
If the Director determines that the award to the Subrecipient from 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 Subrecipient disputes the proposed cost
adjustment, then the dispute shall be resolved pursuant to the “Disputes” paragraph
of this Agreement.
37.0
MINIMUM WAGE REQUIREMENTS
The Subrecipient 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.
38.0
RECOGNITION OF COUNTY SUPPORT
The Subrecipient shall give recognition to the County and the funding source for its support
when the Subrecipient publishes materials or releases public information that is paid for in
whole or in part with funds received by the Subrecipient under this Agreement.
39.0
NONDISCRIMINATION, EQUAL OPPORTUNITY AND EQUAL ACCESS
The Subrecipient, 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, color, religion,
sex, national origin, age, disability, political affiliation or belief. The Subrecipient shall include
this clause in all its Subcontracts.
40.0
DISABILITY REQUIREMENTS
The Subrecipient 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.
41.0
EQUAL EMPLOYMENT OPPORTUNITY
41.1
The Subrecipient 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.
41.2
The Subrecipient 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.
City of Phoenix
Page 14 of 30
41.3
The Subrecipient shall and shall cause their respective subcontractors to comply
with:
41.3.1
Title VI and VII of the Civil Rights Act of 1964, as amended (42 U.S.C.
§§ 2000a, et seq.);
41.3.2
the Rehabilitation Act of 1973, as amended (29 U.S.C. §§ 701, et seq.);
41.3.3
the Age Discrimination in Employment Act of 1967, as amended (29
U.S.C. §§ 621, et seq.);
41.3.4
the Americans With Disabilities Act of 1990 (42 U.S.C. §§ 12101, et
seq.); and
41.3.5
Arizona Executive Order 2009-09, et seq. as amended, which mandates
that all persons shall have equal access to employment opportunities.
42.0
UNIFORM ADMINISTRATIVE REQUIREMENTS
The Subrecipient 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.
43.0
FINANCIAL MANAGEMENT
The Subrecipient 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 Subrecipient. All interest earned on the account shall be disbursed in the manner
specified by the County in accordance with applicable State of Arizona and federal
regulations. If an accounting system is used, then it shall be in accordance with generally
accepted accounting principles.
44.0
RETENTION OF RECORDS
44.1
This provision applies to all financial and programmatic records, supporting
document, statistical records, and other records of the Subrecipient that are related
to this Agreement.
44.2
The Subrecipient 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 County, federal and state
auditors and any other persons duly authorized by the County shall have full access
to, and the right to examine, copy, and make use of any and all of the records.
45.0
ADEQUACY OF RECORDS
If the Subrecipient’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 Subrecipient shall
reimburse the County for the services not supported and documented.
46.0
IMMIGRATION LAWS AND REGULATIONS
46.1
Federal Immigration and Nationality Act
46.1.1
The Subrecipient understands and acknowledges the applicability of the
Immigration Reform and Control Act of 1986 (“IRCA”). The Subrecipient
agrees to comply with the IRCA in performing under this Agreement and
to permit the County to reasonably inspect personnel records to verify
such compliance, to the extent required by law.
City of Phoenix
Page 15 of 30
46.1.2
By entering into this Agreement, the Subrecipient 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 Subrecipient shall obtain statements from
their subcontractors certifying compliance and shall furnish the
statements to the County upon request. These warranties shall remain
in effect through the term of the Agreement. The Subrecipient 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.
46.1.3
The County may request verification of compliance for any employee
or subcontractor performing work under the Agreement. Should the
County suspect or find that the Subrecipient or any of its subcontractors
are not in compliance, then the County 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 Subrecipient. All costs necessary to verify
compliance are the responsibility of the subrecipient or its
subcontractor.
46.2
Arizona Law: The Subrecipient warrants that it is in compliance with A.R.S. § 41-
4401 (e-verify requirements) and further acknowledges that:
46.2.1
The Subrecipient and their 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;
46.2.2
A breach of a warranty under this Subparagraph 46.2 shall be deemed
a material breach of this Agreement and the County may immediately
terminate this Agreement without liability; and
46.2.3
The County and any contracting government entity retain the legal right
to inspect the papers and employment records of the Subrecipient or
their Vendor’s employees who works on this Agreement to ensure that
such Party or Vendor is complying with the warranty provided under this
Subparagraph 46.2.3 and that the Subrecipient agrees to make all
papers and employment records of those employees available during
normal working hours in order to facilitate such an inspection.
47.0
DRUG FREE WORKPLACE ACT
The Subrecipient shall comply with the Drug-Free Workplace Act of 1988 (41 U.S.C. §§ 701,
et seq.), which requires that Subrecipients 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.
48.0
CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND
VOLUNTARY EXCLUSION
48.1
The undersigned, by signing this Agreement, represents that he/she has the
authority to bind the Subrecipient to the terms of this Certification. The Subrecipient,
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:
48.1.1
Are not presently debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from covered transactions by
any federal department or agency;
City of Phoenix
Page 16 of 30
48.1.2
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 a 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;
48.1.3
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
48.1.4
Have not, within a 3-year period preceding the Start Date of this
Agreement, had one or more public transactions (federal, state, or local)
terminated for cause or default.
48.2
The Subrecipient 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.
49.0
SUBRECIPIENT EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO
INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS:
49.1
The Subrecipient agrees that this Agreement and its employees working on this
Agreement will be subject to the whistleblower rights and remedies in the federal
pilot program 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;
49.2
The Subrecipient 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
Regulation. Documentation of such employee notification must be kept on file by
the Subrecipient and copies provided to County upon request; and
49.3
The Subrecipient shall insert the substance of this clause, including this Paragraph
49.0, in all subcontracts over the agreed upon simplified acquisition threshold
($250,000 as of June 2021).
50.0
WRITTEN CERTIFICATION PURSUANT TO A.R.S. § 35-393.01
If the Subrecipient 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 Subrecipient 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.
51.0
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.
52.0
DEFAULT AND REMEDIES FOR NONCOMPLIANCE
52.1
Notwithstanding anything to the contrary, this Section shall not be deleted or
superseded by any other provision of this Agreement.
City of Phoenix
Page 17 of 30
52.2
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.
52.3
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, had not been
reimbursed), the reimbursement of funds improperly expended, or the recovery of
funds improperly acquired. Noncompliance includes, but is not limited to:
52.3.1
Non-performance of any obligations required by this Agreement.
52.3.2
Noncompliance with any applicable federal, state, or local laws, rules,
or regulations.
52.3.3
Unauthorized expenditure of funds.
52.3.4
Noncompliance with applicable financial record requirements,
accounting principles, or standards established by OMB circulars and
2 C.F.R. §§ 200 et seq.
52.3.5
Noncompliance with recordkeeping, record retention, or reporting
requirements.
52.4
Notwithstanding the suspension or termination of this Agreement, or the final
determination of the proper disposition of funds, the Subrecipient, without intent to
limit or with restrictions, will be subject to the following:
52.4.1
Acknowledge that suspension or termination of this Agreement does
not affect or terminate any rights against that Party that have accrued
at the time of suspension or termination. Nothing herein shall be
construed to limit or terminate any right or remedy available under
Agreement.
52.4.2
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.
52.5
The Subrecipient 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.
53.0
ADMINISTRATIVE REQUIREMENTS
53.1
Accounting Standards - The Subrecipient 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
Subrecipient further agrees to maintain an adequate accounting system that
provides for appropriate grant accounting (including calculation of program
income).
53.2
Repayment of Funds – The Subrecipient agrees to repay funds provided under
this Agreement for noncompliance with the terms of this Agreement. Repayment
City of Phoenix
Page 18 of 30
shall be in accordance with the terms of this Agreement or the requirement of
applicable laws and regulations, including continuing use compliance. The County
shall 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 County.
53.3
Documentation and Record Keeping - The Subrecipient agrees to comply with this
Agreement and the following record keeping requirements:
53.3.1
Records to be maintained - The Subrecipient shall maintain all financial
records as required by 2 C.F.R. § 200, and OMB Circulars;
53.3.2
System
for
Award
Management
-The
Subrecipient
and
all
subcontractors or subrecipients 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.
53.3.3
Records Retention - The Subrecipient 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.
53.3.4
Disclosure - The Subrecipient 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 County's or the Subrecipient's responsibilities with respect to
services provided under this Agreement, is prohibited unless written
consent is obtained from such person receiving service.
53.3.5
Property Records - The Subrecipient 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.
54.0
UYGHUR FORCED LABOR PREVENTION ACT (UFLPA)
54.1
The Subrecipient warrants and certifies that it does not currently, and agrees for
the duration of the Agreement that it will not, use:
54.1.1
The forced labor of ethnic Uyghurs in the People’s Republic of China.
54.1.2
Any goods or services produced by the forced labor of ethnic Uyghurs
in the People’s Republic of China.
54.1.3
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.
54.2
If the Subrecipient becomes aware during the term of the Agreement that the
Subrecipient is not in compliance with this paragraph, the Subrecipient shall notify
the County within five business days after becoming aware of the noncompliance.
Failure of the Subrecipient to provide a written certification that the Subrecipient
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.
City of Phoenix
Page 19 of 30
55.0
FORCE MAJEURE
55.1
The Subrecipient 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.
55.2
The Subrecipient, 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.
55.3
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
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.
[Signatures contained on following page]
City of Phoenix
Page 20 of 30
IN WITNESS, the Parties have approved and signed this Agreement:
APPROVED BY:
City of Phoenix
Jeffrey Barton, City Manager
___________________________________
By: __________________ Date
Director of __________________
APPROVED BY:
MARICOPA COUNTY
____________________________________
Clint Hickman Date
Chairman Board of Supervisors
Attested to:
City Clerk Date
Attested to:
Juanita Garza, Clerk of the Board Date
IN ACCORDANCE WITH A.R.S. §§ 9-240 AND
11-952, THIS AGREEMENT HAS BEEN
REVIEWED
BY
THE
UNDERSIGNED
ATTORNEY WHO HAS DETERMINED THIS
AGREEMENT IS PROPER IN FORM AND
WITHIN THE POWERS AND AUTHORITY
GRANTED TO THE CITY OF PHOENIX
UNDER THE LAWS OF THE STATE OF
ARIZONA.
APPROVED AS TO FORM:
Julie M. Kriegh, City Attorney
By: Assistant Chief Counsel Date
IN ACCORDANCE WITH A.R.S. §§ 11-201, 11-
251, AND 11-952, THIS AGREEMENT HAS
BEEN REVIEWED BY THE UNDERSIGNED
ATTORNEY WHO HAS DETERMINED THIS
AGREEMENT IS PROPER IN FORM AND
WITHIN THE POWERS AND AUTHORITY
GRANTED TO MARICOPA COUNTY UNDER
THE LAWS OF THE STATE OF ARIZONA.
APPROVED AS TO FORM:
Kim Miles, Deputy County Attorney Date
City of Phoenix
Page 21 of 30
EXHIBIT A – HORIZON ON VILLA STATEMENT OF WORK
1.0
Project Description:
1.1
Horizon on Villa is a housing development project proposed through a partnership
between the City of Phoenix Housing Department (“Housing”), and Gorman and
Company, LLC (“Gorman”). It entails the new construction of a 109-unit mixed-
income, multifamily rental community within the Edison-Eastlake Community
(“EEC”) Choice Neighborhoods (“CN”) target area, made possible by a CN
Implementation Grant awarded by the U.S. Department of Housing and Urban
Development (“HUD”). Horizon on Villa is the third phase of the CN housing
redevelopment plan. The plan calls for 577 aged and obsolete public housing units
to be demolished and redeveloped into 1,016 mixed-income rental and
homeownership units across nine phases. In 2018, Housing received a $30 million
HUD CN Implementation Grant award to revitalize the EEC, a neighborhood that
included the state’s largest concentration of public housing and for decades
suffered from disinvestment. The EEC is bounded by 16th Street on the west, the
I-10 freeway on the north and east, and the Union Pacific Railroad to the south.
CN and other funds will be used to transform the EEC into a vibrant mixed-income
neighborhood to attract private investment and improve livability and quality of life
for its residents. Within the EEC lies three severely aged and distressed public
housing communities that included a total of 577 units: Frank Luke Homes built in
1942; A.L. Krohn Homes built in 1963 and Sidney P. Osborn Homes, constructed
in 1960. Due to age, obsolete infrastructure and poor design, these sites were no
longer a quality housing option with many of the systems having reached the end
of their useful life, in addition to units lacking the space and amenities that families
need today. This led Housing to apply for a CN Implementation grant to redevelop
these former public housing sites with the goal of increasing density and offering
new, modern, and mixed-income rental and homeownership units to
deconcentrate poverty while also improving the surrounding neighborhood by
adding community amenities and services.
1.2
Horizon on Villa will be constructed adjacent to Edison Park (which will be
undergoing a major renovation to expand its footprint beginning in 2024) and
across the street from the Harmony at the Park apartment community, also built
as part of the CN housing redevelopment plan. Horizon on Villa will use non-
competitive 4% Low-Income Housing Tax Credit (“LIHTC”) equity as well as public
and private financing, with a proposed financial closing in September 2024.
Construction is slated to start immediately thereafter and will take approximately
18 months to complete. This development, containing a mix of one to five-bedroom
units, will serve a variety of income levels from extremely low income to
unrestricted income, allowing individuals and families to continue their path
towards economic self-sufficiency and housing stability.
1.3
The Horizon on Villa development team includes a broad spectrum of high
capacity, well-respected governmental and for-profit partners. Housing is the
Phoenix Public Housing Authority (“PHA”) who is the lead for the CN
Implementation grant and has more than 35 years of direct experience in
development and oversight of affordable housing. Housing competitively procured
the co-development services of Gorman, who is serving as the lead developer and
guarantor during the initial 15-year LIHTC compliance period as well as the lead
project architect and general contractor. Housing’s instrumentality, Phoenix
City of Phoenix
Page 22 of 30
Housing Development Corporation (“PHDC”), will serve as co-developer. This
same team worked together to develop and construct the EEC’s Soluna and
Harmony at the Park CN multifamily rental communities, resulting in over 500 new
units of affordable and market rate housing to accommodate residents at various
income levels.
1.4
Horizon on Villa will be owned by a newly formed sole purpose entity, Horizon on
Villa, LLC, an Arizona limited liability company. Horizon on Villa MM, LLC will be
the .01% Managing Member. Gorman, through GEC Horizon on Villa, LLC (49%
Member/Manager), and the City of Phoenix, through HOV Housing, LLC (51%
Member), will be members of the Managing Member entity. Gorman will provide
financial guarantees for the project. An Investor Member of Horizon on Villa, LLC
will be added at financial closing. Gorman General Contractors, LLC, a subsidiary
of Gorman, will serve as the general contractor for Horizon on Villa, and will comply
with all Federal, State, and City requirements, as well as other employment and
subcontracting requirements imposed by the public housing program including, but
not limited to, Davis Bacon and Section 3.
1.5
Site and Neighborhood Information
In addition to the residential units, Horizon on Villa will include a leasing office, a
multi-purpose room that can be used for training programs and resident functions,
a fitness room, mail room, offices, maintenance shop, storage space and
restrooms. Open space will be situated throughout the property to allow
pedestrians to easily access additional outdoor community amenities. On-site
amenities include ramadas with barbeques, picnic tables and shaded seating
areas, and playgrounds designed to accommodate children of multiple ages. All
common areas will be fully accessible by all residents and interaction between
residents will be encouraged to help build a sense of community. As part of the
Horizon on Villa project, the site will include wired connectivity to all units and free
wi-fi in residential units and community spaces. As part of Housing’s PHXHousing
Connect Program (and associated with Phoenix’s designation as a HUD
ConnectHomeUSA community), Housing will offer free devices and no-cost
training to residents.
1.6
Located within the EEC, Horizon on Villa will be situated on the former A.L. Krohn
Homes public housing site bordered by Villa and McKinley streets from 18th to
20th streets. Housing owns the approximately 3.74-acre site and will execute a
ground lease for the development for at least 65 years. Demolition of the A.L.
Krohn Homes public housing buildings is complete to make way for Horizon on
Villa. All but five existing buildings on the site were demolished as part of a historic
preservation treatment plan. The five remaining buildings will retain the character
of the past but will be completely renovated into a Family Education Center offering
Head Start classrooms, and other community services and programs.
1.7
The Horizon on Villa site is located within the boundaries of La Ciudad, an ancient
Hohokam village. As part of the treatment plan, Housing is working with the City’s
Historic Preservation Office and the City Archaeology Office to mitigate the effects
related to the redevelopment of the Horizon on Villa site. Phase I and Phase II
archaeology will be conducted at the site. In addition, a portion of the Horizon on
Villa site is located within a groundwater contamination plume associated with the
Motorola 52nd Street National Priority List site that represents a recognized
City of Phoenix
Page 23 of 30
environmental concern. Soil testing will be conducted, and any contaminated soil
will be removed prior to commencement of construction while vapor barriers will
be installed as part of a radon mitigation system.
1.8
Located one mile east of downtown and spanning approximately 0.69 square
miles, the EEC is home to over 3,300 residents and over 150 business
establishments. The EEC has a mix of residential and commercial uses with
industrial uses concentrated in the southern portion. Most businesses are located
on the main thoroughfares (16th, 20th, Roosevelt, Van Buren, Washington, and
Jefferson streets). Major neighborhood amenities include Edison Elementary
School (K-8), Edison Park, Aeroterra Community Center, and Los Altos Ranch
Market. Horizon on Villa is near downtown Phoenix, a major employment center,
and educational institutions including Arizona State University, the University of
Arizona and Northern Arizona University, sporting, arts and cultural venues,
Phoenix Sky Harbor International Airport, Valleywise Health (formerly Maricopa
Integrated Health System). This location offers convenient access to the larger
metropolitan area. Residents will have accessibility to public transportation that
includes at least four bus routes and a light rail station within a ½ mile. The property
also has excellent freeway access for residents that own cars.
1.9
The EEC is a diverse and thriving neighborhood already seeing positive and
dramatic change due to the growing interest in urban living and the success of the
Valley Metro light rail system. Surrounding communities have experienced a surge
in transit-oriented development with new mixed-use, market rate multi-family
housing developed west of the EEC, and nearby corridors have become hotspots
for new businesses. Horizon on Villa is building upon the momentum and will offer
additional mixed-income housing for the community.
1.10
Unit Composition:
Horizon on Villa will be comprised of 109 mixed-income, high quality apartment
units with a variety of bedroom sizes to include: 25 one-bedroom, 33 two-bedroom,
42 three-bedroom, six four-bedroom, and three five-bedroom rental units. Of the
109 units, 73 will be available to households earning at or below 60% of the Area
Median Income (“AMI”). Fifty-one units, considered public housing replacement
units, will receive Section 8 Project-Based Voucher (“PBV”) assistance
administered by Housing’s Section 8 Administrator, Quadel AZ. The remaining
units, 22 LIHTC-only and 33 unrestricted market-rate, have been incorporated to
meet market demand and to comply with HUD CN requirements. ARPA-assisted
units will be 10 floating units, including two (2) one-bedroom units, three (3) two-
bedroom units, four (4) three-bedroom units, and one (1) four-bedroom unit. The
ARPA-assisted units can be layered with units from other funding sources. Each
bedroom size has various layouts resulting in a diverse mix of floorplans and unit
sizes. Public housing residents were relocated prior to construction and have first
right to return to an appropriately sized PBV unit upon completion. See chart below
for Horizon on Villa’s anticipated unit mix.
City of Phoenix
Page 24 of 30
ARPA
Units *units
can be
layered
with units
from other
funding
Section 8
PBV Units
LIHTC-
Only Units
Unrestricted
Market-Rate
Units
TOTAL Units *Due to
layering of funding,
columns do not add
up to the total
1-bedroom
2
0
9
16
25
2-bedroom
3
3
13
17
33
3-bedroom
4
42
0
0
42
4-bedroom
1
6
0
0
6
5-bedroom
0
3
0
0
3
TOTAL
10
54
22
33
109
1.11
Horizon on Villa will include a minimum of at least eleven (11) Type A accessible
units and three (3) additional hearing/vision impaired (“HVI”) equipped units to
accommodate the hearing and visually impaired. All remaining residential units will
be developed as Type B adaptable featuring universal design. In addition, Horizon
on Villa will be designed and constructed adhering to Enterprise Green
Communities criteria to obtain Enterprise Green Communities certification. Energy
Star rated light fixtures and appliances will be standard within all units.
Furthermore, the development will also meet the Arizona Department of Housing’s
("ADOH”) Qualified Allocation Plan’s energy efficiency requirements. Each unit will
include cable TV hookups, data and telephone access, pressure balancing
bath/shower controls, ceiling fans, and vertical blinds on all windows. The Energy
Star appliance package includes a dishwasher, garbage disposal, refrigerator, and
range with range hood. A washer and dryer are included in each unit. Units also
have a patio, balcony, porch, or deck depending upon floor and location.
1.12
Funding:
Horizon on Villa will be permanently financed through the following estimated
sources (subject to change at any time prior to financial closing) in addition to the
proposed $5 million in ARPA funds: $15.5 million in equity from the sale of 4%
LIHTC allocated through the ADOH; $15 million in HUD CN and other gap funding
sources; $3 million in HOME funds from ADOH; a $100 Manager capital
contribution; $1.2 million deferred developer fee; and conventional financing. Total
project cost is estimated at $54.7 million; with approximately $15 million in
permanent hard-debt financing. The deferred developer fee will be split with
Gorman deferring 65% of the amount and the PHDC deferring 35%. Gorman will
issue
a
request
for
proposals
to
seek
a
LIHTC
investor
and
construction/permanent lender. Other project partners include HUD, ADOH, and
the Phoenix IDA. The $5,000,000 in ARPA funds will be utilized for hard residential
construction costs, which will be expended as the first construction source of funds.
1.13
Supportive Services:
Housing will provide supportive services and resident programs. Residents of
Horizon on Villa would be eligible for services provided by Housing through the CN
Program such as case management, GED and ESL classes, college access
services, workforce and job fairs, children’s programming, Head Start, after school
City of Phoenix
Page 25 of 30
programming, food pantries, and referrals to homeownership counseling and
health related services.
1.14
Residents would also be eligible for services provided by Housing at the Aeroterra
Community Center and the Emmett McLoughlin Training and Education Center in
addition to services offered by Housing’s Coalition of Service Providers. The
Coalition provides a variety of programming that address Economic
Empowerment, Educational Advancement, Health and Nutrition, Character and
Leadership, and Youth Services. In addition, all eligible residents (those living in
Housing Choice Voucher and PBV units) can join the Family Self-Sufficiency
Program.
2.0
Subrecipient contributions:
2.1
Housing will contribute the following:
2.1.1 At least $5 million in gap funding to assist with project financing.
2.1.2 A ground lease for the project.
2.1.3 Case management and supportive services for Horizon on Villa residents
as in-kind services.
2.1.4 Renovate, operate and/or maintain adjacent community spaces, including
the on-site Family Education Center, Edison and Linear Parks, and
Edison Impact Hub.
2.1.5 On-going community engagement offerings.
3.0
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. All
work shall meet decent, safe and sanitary housing standards consistent with
HOME regulations including HUD Housing Quality Standards and Maricopa
County Housing Rehabilitation Standards. These standards are available on the
Maricopa County website under Housing & Community Development or upon
request.
3.2
Occupancy Requirements – The Project staff shall determine and verify income
eligibility of tenants for the ARPA-assisted units prior to occupancy of a unit. The
occupancy of the ARPA-assisted units must be by households whose income is at
or below 60% AMI throughout the Period of Affordability. The Project shall define
“Annual Income” as it is defined at 24 C.F.R. Part 92 and shall document sources
of income and examine eligibility on an annual basis to meet requirements of
HOME regulations at 24 C.F.R. Part 92.203.
3.3
Rental Requirements - The ARPA-assisted units shall be designated as Low
HOME units, which are outlined in the HOME Income and Rent Limits. The Low
HOME rent limit is the maximum rent allowed for an ARPA-assisted unit; the
maximum rent amount includes the utility allowance. Any increase in the lesser of
these rent limits must be approved by HUD and the ADOH. The Subrecipient or
contractor operating the Project shall provide to Maricopa County a written request
for the increase in rent limits and supporting documentation for the justification of
this request. ARPA-Assisted units will require a minimum lease term of one year.
City of Phoenix
Page 26 of 30
3.4
Period of Affordability – The Period of Affordability for the LIHTC will be governed
by a 30-year Land Use Restrictive Agreement ("LURA”) managed by ADOH. This
time-period includes the initial 15-year compliance period dictated by the IRS plus
an additional 15-year extended year period that the project owner has committed
to for the 76 LIHTC units. Deeds of Trust will be recorded to secure funds as part
of the financial closing process, and Maricopa County will be added as a
beneficiary. Housing will also record a LURA with a minimum 30-year Period of
Affordability on assisted units as required by the funding source. Horizon on Villa
will go through HUD’s CN mixed-finance development closing process that
requires HUD approval of the project and respective project documents.
3.5
The income restrictions on the ARPA-assisted units shall remain in place for an
affordability period of thirty (30) years.
3.6
Program Income – Program income will be defined as excess cash flow. Nine
percent (9%) of program income generated through completion of this activity will
be recoverable by Maricopa County to reallocate to one or more future affordable
housing projects. Program income payments shall be made to Maricopa County
by the Subrecipient or contractor operating the Project annually before October 1,
commencing upon completion of the project. The Subrecipient or contractor
operating the Project will be required to submit an annual certification to document
program income activity.
3.7
Housing and Resource Communications – Housing shall require any subrecipient
or contractor operating the Project to notify designated contacts at the City and
Maricopa County at least ten (10) business days in advance of accepting new
applications for units to allow Maricopa County to communicate the opportunity to
their respective clients, partners, and residents.
Housing shall require any subrecipient or contractor operating the Project to
allow the placement of collateral material in leasing offices for the purpose of
marketing programs or services which residents may benefit from.
4.0
Deliverables:
Beneficiaries
ARPA Assisted
Non-ARPA Assisted
Total Assisted
Number of households (units)
10
99
109
Number of people served
annually (approximate)
46
381
427
5.0
Budget:
Fund Sources
Sources
Total
Maricopa County – ARPA
$5,000,000
ARPA Funds
Construction Hard Costs- Residential
$5,000,000
TOTALS
$5,000,000
City of Phoenix
Page 27 of 30
6.0
Proposed Project Schedule:
Project Milestone
Estimated
Completion
Date
Comments
Site Acquisition
Complete
City of Phoenix owns the site
Construction Loan (Closing Date)
Sep 2024
Partnership Closing (Closing Date)
Sep 2024
Permanent Loan Commitment
Jan 2024
Permanent Loan Closing
Sep 2024
Other Funds Firm Commitment
Feb 2024
LIHTC, Other Lenders
Other Funds Firm Commitment
Complete
Choice Neighborhoods Funds = $5,000,000
Other Funds Firm Commitment
Complete
ADOH HOME funds = $3,000,000
Environmental Review Completion
Apr 2023
Authority to Use Grant Funds
May 2023
Zoning Entitlements
Complete
Plans Submitted to the
Municipality
Jan 2024
Civil Permits Issued
Sep 2024
Building Permits Issued
Sep 2024
Contractors Notice to Proceed
Issued
Sep 2024
Construction Mobilization
Sep 2024
25% Completion
Feb 2025
50% Completion
Sep 2025
75% Completion
Dec 2025
Certificate of Occupancy
Apr 2026
ARPA-Assisted Units Occupied
Apr 2026
100% Occupancy
Jun 2026
City of Phoenix
Page 28 of 30
EXHIBIT B – SUPER 8 STATEMENT OF WORK
1.0
Project Description:
1.1
The City is partially funding the renovation of a 125-room former Super 8 hotel that
the City will convert to affordable rental housing units, prioritizing people aged 55
and over exiting homelessness. The hotel is located at 8130 N. Black Canyon
Highway.
1.2
The renovations will ensure individuals exiting homelessness have safe, affordable
studio units, including accessible or adaptable units for individuals with disabilities.
The newly renovated units, including the 40 ARPA-assisted studio units will be
rented to individuals exiting homelessness, with household income at or below
30% of the Area Median Income (“AMI”), who are in need of on-site supportive
services.
1.3
The hotel conversion will also support a larger community revitalization effort
including a building to the north of the future housing complex that is currently
being renovated by a private nonprofit entity to be an emergency shelter for
seniors. The clients will also have opportunities to utilize a new “innovation center”
resource directly to the south of the housing development that is under
development and will be a large City of Phoenix Workforce Development and
Training Center. The center will allow clients access to education, workforce
training and job opportunities.
2.0
Subrecipient contributions:
The City contributed the entire acquisition cost of $9.145 million and has set aside $2.5
million for security at the property and beginning the architectural and engineering
drawings. The City is seeking additional funding from the State of Arizona and Senator
Kelly’s office to support the renovation costs.
Source
Use
Amount
City of Phoenix American Rescue Plan
Act Funds
Acquisition
$9.145 million
City of Phoenix American Rescue Plan
Act Funds
Architect and
Engineering Costs
$2.5 million
Maricopa County American Rescue Plan
Act Funds
Phase 1 Renovation
$5 million
Senator Kelly Congressional Earmark
(Pending)
Phase 2 Renovation
$3 million
Rental Income
Annual Operating and
Onsite Supports
$1 - $2.25 million /
year
3.0
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. All
work shall meet decent, safe, and sanitary housing standards consistent with
HOME regulations including HUD Housing Quality Standards and Maricopa
County Housing Rehabilitation Standards. These standards are available on the
City of Phoenix
Page 29 of 30
Maricopa County website under Housing & Community Development or upon
request.
3.2
Occupancy Requirements – The Project staff shall determine and verify income
eligibility of tenants for the ARPA-assisted units prior to occupancy of a unit. The
occupancy of the ARPA-assisted units must be by households whose income is at
or below 30% AMI throughout the Period of Affordability. The Project will also
prioritize individuals aged 55 and over exiting homelessness. The Project shall
define “Annual Income” as it is defined at 24 C.F.R. Part 92 and shall document
sources of income and examine eligibility on an annual basis to meet requirements
of HOME regulations at 24 C.F.R. Part 92.203.
3.3
Rental Requirements – The ARPA-assisted units shall be designated as Low
HOME units, which are outlined in the HOME Income and Rent Limits. The Low
HOME rent limit is the maximum rent allowed for an ARPA-assisted unit; the
maximum rent amount includes the utility allowance. Any increase in the lesser of
these rent limits must be approved by HUD and ADOH. The Project operator shall
provide the County a written request for the increase in rent limits and supporting
documentation for the justification of this request. ARPA-Assisted units will require
a minimum lease term of one year.
3.4
Period of Affordability – The Subrecipient shall ensure all housing assisted under
this Agreement meets the Occupancy Requirements set forth in subsection 3.2,
above. These units shall remain in place for a Period of Affordability of 20 years
through a declaration of affirmative land use and restrictive covenants (“LURA”)
between the City and Maricopa County.
3.5
Program Income – All rental income will be utilized for on-site services,
maintenance operations and capital reserves for the property upkeep. Program
income will be defined as excess cash flow. Twenty percent (20%) of program
income generated through completion of this activity will be recoverable by
Maricopa County to reallocate to one or more future affordable housing projects.
Program income payments shall be made to Maricopa County by the Subrecipient
annually on June 1, commencing upon completion of the project. The Subrecipient
will be required to submit an annual certification to document program income
activity.
3.6
Housing and Resource Communications – The City shall require any subrecipient
or contractor operating the Project to notify designated contacts for both the City
and the County at least ten (10) business days in advance of accepting new
applications for housing to allow each agency to communicate the opportunity to
their respective clients, partners, and residents.
The City shall require any subrecipient or contractor operating the Project to allow the placement
of collateral material in leasing offices for the purpose of marketing programs or services which
residents may benefit from.
4.0
Deliverables:
Beneficiaries
ARPA Assisted
Non-ARPA Assisted
Total
City of Phoenix
Page 30 of 30
Number of households (units)
40
85
125
Number of people served
annually (approximate)
40
85
125
5.0
Budget:
Fund Sources
Sources
Total
Maricopa County – ARPA
$5,000,000
ARPA Funds
General Development Costs
Construction Hard Costs- Residential
$5,000,000
TOTALS
$ 5,000,000
6.0
Proposed Project Schedule:
Project Milestone
Estimated
Completion
Date
Comments
Site Acquisition
5/5/23
Other Funds Firm Commitment
12/31/23
Phase 1 Environmental Review
Completion
Fall, 2023
Zoning Entitlements
1/31/24
Plans Submitted to the
Municipality
3/31/24
Building Permits Issued
4/30/24
Contractors Notice to Proceed
Issued
6/1/24
Construction Mobilization
9/1/24
25% Completion
3/30/25
50% Completion
7/1/25
75% Completion
11/1/25
Certificate of Occupancy
3/1/26
ARPA-Assisted Units Occupied
6/1/26
100% Occupancy
10/31/26