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City of Avondale Page 1 of 28 INTERGOVERNMENTAL AGREEMENT BETWEEN MARICOPA COUNTY ADMINISTERED BY ITS HUMAN SERVICES DEPARTMENT AND CITY OF AVONDALE Agreement Number: __________________ Agreement Amount: $2,750,000 Agreement Start Date: September 13, 2023 Agreement Termination Date: December 31, 2025 ALN; 21.027 American Rescue Plan Act Unique Entity ID: GDTNM5BLN9Y4 1.0 PARTIES This financial Intergovernmental Agreement (“Agreement”) is between City of Avondale (“City” or “Subrecipient”) and Maricopa County (“County”) administered by its Human Services Department, (“Department”). The County and the Subrecipient collectively are referred to as “Parties” and individually as the “Party.” 2.0 PURPOSE Through this Agreement, the Parties will increase affordable housing availability in the Avondale area. The execution of this project shall assist low-income families in Maricopa County by increasing the availability of affordable housing. The County will allocate American Rescue Plan Act (ARPA) Funds to support the development of affordable housing projects throughout Maricopa County The City shall directly or through an eligible subrecipient or developer, construct and develop affordable homes to be sold to low- income homebuyers. 3.0 TERM OF AGREEMENT 3.1 The term of this Agreement is September 13, 2023, through December 31, 2025. 3.2 This Agreement may be extended, but not beyond December 31, 2026, with the condition the Subrecipient is compliant with the terms and conditions of this Agreement. Extensions shall be processed as identified in Section 4.0 (Amendments). 3.3 This Agreement shall be effective upon approval and signature by both Parties. City of Avondale Page 2 of 28 4.0 AMENDMENTS 4.1 Any changes to this Agreement shall be effective only by a written amendment signed by both Parties. 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 will be effective upon approval and execution by both the Chairman of the Board of Supervisors and the Subrecipient. Administrative Change Orders may address any of the following areas: 5.1.1 Modifications to the projects’ timeline if the last day of the project timeline is within the Agreement term including adjustments to the schedule included in Exhibit A and Exhibit B Statement of Work. 5.1.2 Modifications to budget line items if the Agreement total 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 $2,750,000 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 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 Exhibit A and Exhibit B, Statements of Work. City of Avondale Page 3 of 28 8.1.2 Ensure compliance with federal state, and County requirements as they relate to the ARPA requirements. 8.1.3 Ensure compliance with all laws, rules, and regulations. 8.1.4 Maintain sufficient qualified and trained staff to provide services under this Agreement. 8.1.5 Complete Quarterly Reports to the County no later than 30 days after the end of the quarter with the following information: 8.1.5.1 Status updates on projects’ milestones and timelines; 8.1.5.2 Current quarter expenditures; 8.1.5.3 Expenditure forecasting for the current quarter and duration of the projects; 8.1.5.4 Anticipated delays or issues; 8.1.5.5 Any significant disruptions to progress or timelines, and, 8.1.5.6 Any other issues or information the Department should know. 8.2 The County shall: 8.2.1 Provide monthly payment of Subrecipient invoices. 8.2.2 Respond to Subrecipient questions in a timely manner. 8.2.3 Provide technical assistance and training to Subrecipient’s staff as necessary to ensure proper administration services under this Agreement. 8.2.4 Report to the U.S. Department of Treasury on the Subrecipient’s use of ARPA Funds, under this Agreement. 8.2.5 Provide Invoice and Program Reporting template to Subrecipient. 9.0 COMPENSATION 9.1 This agreement is on a cost reimbursement basis. Subrecipient shall submit monthly 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 one (1) of this Agreement, or as may be amended, the Subrecipient shall submit the final reimbursement request. 9.3.2 The 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 10th and June 30th, 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 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. City of Avondale Page 4 of 28 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. 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 (3) years 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. 12.2 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 recipient receives a written notice of cancellation unless the notice specifies a later date. 12.3 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 13.0 of this Agreement. 12.4 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 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. 12.5 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. 12.6 The Parties may terminate this Agreement for convenience upon 30 day’s prior 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. City of Avondale Page 5 of 28 13.0 NOTICES Notifications and communications concerning this Agreement shall be directed to the following: Subrecipient: City of Avondale Christopher Lopez, Neighborhood and Family Services Director 623-333-2711 clopez@avondaleaz.gov 995 E. Riley Drive Avondale, AZ 85323 Maricopa County Human Services Department Jamie Macfarlane, Housing and Community Development Manager 602-506-5813 jamie.macfarlane@maricopa.gov 234 N. Central Avenue 3rd Floor Phoenix, AZ 85004 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 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. 14.3 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. 14.4 The County agrees 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. 14.5 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 interpreted 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 appropriate court in 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 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. City of Avondale Page 6 of 28 15.4 The Subrecipient shall comply with the regulations prohibiting conflict of interest. For purposes of this Agreement the terms within this subparagraph have the meanings prescribed by A.R.S. § 38-502. Therefore, 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, the County, or the project. 15.5 Subrecipient must make full written disclosure of any proposed payments to the County and receive written approval for the payments. 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 Subawards. 16.3 Subrecipient must ensure any Subaward recipient is compliant with all ARPA requirements, including all reporting requirements. 17.0 DISPUTES 17.1 Parties may attempt to informally resolve any dispute arising out of this Agreement for a reasonable time, not to exceed one-hundred-twenty (120) calendar days. Disputes not resolved in 120 days, shall be submitted in accordance with the following dispute resolution process: 17.1.1 Notice of the specific grounds of a dispute shall be in writing and filed with the County Representative herein identified in section 13.0, within ten (10) business days from the date the Subrecipient knew of, 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 Human Services 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 Human Services Department Director shall be final and not appealable. 17.1.4 Pending the decision of the Human Services Department Director, the Subrecipient shall diligently proceed with its performance of this Agreement in accordance with the decision. 17.1.5 In the event Subrecipient disagrees with the decision, the 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 determined by a court to be invalid, void, or illegal 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. City of Avondale Page 7 of 28 19.0 STRICT COMPLIANCE One Party’s acceptance of the other Party’s performance 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. 20.0 SINGLE AUDIT ACT REQUIREMENTS The Subrecipient is in receipt of ARPA 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 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 ARPA, HUD, or the County determines the Subrecipient is not in compliance with 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 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, City of Avondale Page 8 of 28 representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, committees, or commissions in connection with this Agreement, except as otherwise provided by law. 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 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. 24.0 INSURANCE 24.1 Each Party herein this Agreement is a public entity and shall provide the other Party a Certificate of Self-Insurance equal to: General Aggregate $3,000,000 Each Occurrence Limit $1,000,000 24.2 The 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 contract. 24.4 In the event 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 Contract and either continuous coverage will be maintained, or an extended discovery period will be exercised for a period of two (2) years beginning at the time work under this Contract 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 contract, 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. City of Avondale Page 9 of 28 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, 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 Contract 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 Contract 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 Contract amount, unless otherwise required by the Contract 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 contract. Builders’ Risk insurance must provide coverage from the time City of Avondale Page 10 of 28 any covered property comes under Subrecipient’s control and/or responsibility, and continue without 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 Contract 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 Contract are in full force and effect. Such certificates shall identify this Contract number and title. 24.14.2 In the event any insurance policy/policies required by this Contract is (are) written on a claims-made basis, coverage shall extend for two (2) 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 Contract, a renewal certificate must be sent to County fifteen (15) business 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 contract, 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 Contract. 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 described in the 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 specifically stated otherwise in City of Avondale Page 11 of 28 the specifications, this definition does not apply to indirect or “overhead” services, redundant back-up services, or services incidental to the performance of the Agreement. This provision applies to all work 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. City of Avondale Page 12 of 28 32.0 COVENANT AGAINST CONTINGENT FEES The Subrecipient warrants 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 County may immediately terminate this Agreement without liability. 33.0 RIGHTS IN DATA Each Party shall have the use of all 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 the other Party, upon request, any available relevant information 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 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 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, within fifteen (15) business days from acceptance of this Agreement, 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 City of Avondale Page 13 of 28 this Agreement. The Subrecipient’s failure to notify the County of any such award 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 awards or grants, when, in the opinion of the Director, the award 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 the award to the Subrecipient from such other awards 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” section herein this document. 37.0 MINIMUM WAGE REQUIREMENTS The Subrecipient warrants it shall pay all 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 ARPA for its support when the Subrecipient publishes materials or releases public information 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 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 applicants are employed and 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 Avondale Page 14 of 28 41.3 The Subrecipient shall and shall require all 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. 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 City of Avondale Page 15 of 28 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 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 it is compliant with A.R.S. § 41-4401 (E- Verify requirements) and further acknowledges that: 46.2.1 The Subrecipient, and its contractors and vendors, 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 46.2.2 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 such Party or Vendor is complying with the warranty provided under this Subparagraph 46.2.3 and the Subrecipient agrees to make all papers and employment records of those employees available during normal working hours 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 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; 48.1.2 Have not within a three (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, City of Avondale Page 16 of 28 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 three (3)-year period preceding the Start Date of this Agreement, had one (1) 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, vendors) 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 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, (herein section 49.0), in all subcontracts awarded above the agreed upon simplified acquisition threshold of $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 ten (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 (herein section 52.0) shall not be deleted or superseded by any other provision of this Agreement. 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 City of Avondale Page 17 of 28 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 Subrecipients, without intent to limit or with restrictions, are subject to the following: 52.4.1 Acknowledge suspension or termination of this Agreement does not affect or terminate any rights against that Party 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. 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 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. City of Avondale Page 18 of 28 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 – Subrecipient and all 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 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 (5) 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 -hundred- eighty (180) day period. 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 City of Avondale Page 19 of 28 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 other prudent precautions could be contemplated. [Signatures contained on following page] City of Avondale Page 20 of 28 IN WITNESS, the Parties have approved and signed this Agreement: APPROVED BY: The City of Avondale ___________________________________ Executive Director Date APPROVED BY: MARICOPA COUNTY ____________________________________ Clint Hickman, Chairman Date 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 AVONDALE UNDER THE LAWS OF THE STATE OF ARIZONA. APPROVED AS TO FORM: City Attorney 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 Avondale Page 21 of 28 EXHIBIT A – LEGACY AVONDALE INFILL HOUSING PHASE III STATEMENT OF WORK 1.0 Project Description: 1.1 The City of Avondale is responsible for the Legacy Avondale Infill Housing Phase III project which will utilize $1,750,000 of ARPA funding to develop six (6) single family homes on two (2) lots previously purchased with Neighborhood Stabilization Program (NSP) funding. The City will select a nonprofit developer and will convey the two (2) lots to the developer. Four (4) of the six (6) ARPA-assisted single-family homes are to be sold to low-income households who earn up to 120% of the Area Median Income (AMI) at the time of qualification. The City will also utilize HOME CHDO funds on two (2) of the ARPA-assisted homes and those homes will sell to homebuyers who have a household income of up to 80% of the Annual Median Income (AMI). The two (2) HOME CHDO-assisted ARPA units will be single story, ADA-accessible 3 bedroom/2bath 1225 square foot units. The other four (4) ARPA units will be two (2) story, 3 bedroom/2 ½ bath 1440 square foot homes. The locations are: • Assessor’s Parcel Number (APN) 500-17-081, 305 E. Hill Drive, Avondale • Assessor’s Parcel Number (APN) 500-17-083, 309 E. Hill Drive, Avondale 1.2 The developer will use $1,750,000 in ARPA Funding to pay for construction cost overages caused by the effects of the COVID pandemic on global supply chains and material costs. The homes will either be included in a Community Land Trust (CLT) which will maintain affordability in perpetuity or will have an affordability period of 20 years. 1.3 Funding Sources 1.3.1 $1,750,000 – ARPA Funds for construction hard costs 1.3.2 $600,000 – NSP Program Income to fund an environmental assessment, appraisals, market study, ALTA survey, architectural and engineering fees, and construction related expenses, including a portion of the developer fee. 1.3.3 $796,326 – CHDO HOME Funds for construction and construction related costs, of two (2) single level units to be sold to homebuyers earning 80% AMI and below. 1.3.4 The total project budget is: $3,146,326. 1.4 Period of Affordability and Income Restrictions – There will be six (6) ARPA Funded homes/units. Two (2) of 6 units will also receive HOME funding. It is the desire of the City to have the homes included in a Community Land Trust, in which case the homes would be affordable in perpetuity through a Land Use Restrictive Agreement (LURA) between the CLT and the City. The LURA documents the restrictions placed on the property, permanently secures the use of the property for affordable housing and grants the non-profit developer the right of first refusal if the home is sold. 1.4.1 The CLT will hold a 99-year renewable ground lease which requires that the homes remain owner-occupied and contain resale restrictions which require all future sales of the home to be sold to a low-income homebuyer and a “shared equity” provision. The “shared equity” provision limits the amount of appreciation to the seller and establishes an affordable sales price for a new buyer to acquire the home. City of Avondale Page 22 of 28 1.4.2 If it is not possible to include the 6 homes in a CLT, the period of affordability will be twenty (20) years. In accordance with the NSP regulations, the homes will be sold to families earning 120% and below of the Area Median Income (AMI) for the year in which the units are sold. Income restrictions for the 4 ARPA assisted units without HOME funding will be sold to households who earn up to 120% of the Area Median Income (AMI) and the 2 ARPA and HOME CHDO assisted units will be restricted to homebuyers earning up to 80% AMI. 1.5 Project and Amenities – Legacy Avondale Phase III is a new construction, infill housing project. Phases I and II consist of six (6) adjacent homes on two (2) sites completed in 2014. The dwellings included two (2) model unit designs: A and B units. Unit A is a single story, three (3) bedrooms, two (2) baths, two (2)-car garage, ADA-accessible dwelling of approximately 1225 square feet. Unit B is a two (2)- story dwelling of approximately 1440 square feet, with a visitable ground floor, three (3) bedrooms, two (2) and a half bath and a two (2)-car garage. The total number of units included two (2) “A” units and four (4) “B” units. 1.5.1 Legacy Avondale Phase III (the current project) will create an owner- occupied, single-family, sustainable residential development that capitalizes on its prominent urban location. The design will create functional and appropriate transitions to the existing, adjacent Phase I and II homes. The housing will take into consideration: market conditions, zoning code, and all applicable regulations, guidelines and adopted plans. The project will incorporate and implement best practices for sustainable construction and elements of energy efficiency into the design and construction of the homes. 1.5.2 The subject property is currently divided into two (2) parcels. 305 E. Hill Drive (APN #500-17-081) is to the west and is the larger of the two (2) at ± 14,560 square feet, or 0.33 acres. 309 E. Hill Drive (APN #500-17-083) is the smaller parcel on the eastern edge of the plot with ± 7,144 square feet or 0.17 acres. Note that these measurements are estimates provided through the Maricopa County Assessor’s Office, and subject to verification. Combined, the parcels are ± 0.5 acres comprising a rectangular 130’ by 167’ area. 1.5.3 Current zoning for both parcels is the Historic Avondale Infill Overlay (HAIO), which was established to promote and facilitate the development and redevelopment of vacant, underutilized, or abandoned properties within the City’s Historic Avondale Revitalization Area. 1.6 Supportive Services – Each homebuyer will be required to attend an approved homebuyer education class and homeownership counseling. The developer will also offer additional education tools such as financial counseling, coaching, and literacy classes. 2.0 Subrecipient Contributions: The City, as the Subrecipient, will provide: the land, which has a current appraised value of $330,000, to the developer, through a reconveyance; approximately $600,000 in NSP Program Income; and administrative support, including Section 3 compliance, to the nonprofit developer through the Development agreement. City of Avondale Page 23 of 28 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. 3.2 Occupancy Requirements – The Project staff will determine and verify income eligibility of homebuyers for the ARPA assisted-units prior to participation in the program. Eligibility will be determined using the definition in 24 CFR Part 5. 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 to meet requirements of HOME regulations at 24 C.F.R. Part 92.203. The four (4) ARPA-assisted units without HOME funding will be sold to households whose income is at or below 120% of the AMI and the two (2) ARPA and HOME CHDO assisted units will be sold to households whose income is at or below 80% of the AMI. 3.3 Affordability Period – The Subrecipient will ensure all housing assisted under this Agreement meets the affordability requirements set forth in 24 C.F.R. Part 92.254. If the homes are included in a CLT, they will be affordable in perpetuity. If this is not possible, the affordability period will be 20 years. 3.4 Program Income – Program Income will be defined as earnings from the sale of the homes. Fifty-six percent (56%) of program income generated through completion of this activity will be recoverable by Maricopa County to reallocate to one (1) or more future affordable housing projects. Program income payments shall be made to Maricopa County within sixty (60) days after receipt by the subrecipient. The subrecipient will be required to submit an annual certification to document program income activity. 4.0 Deliverables: Beneficiaries ARPA Assisted Non-ARPA Assisted Total Assisted Number of households (units) 6 0 6 5.0 Budget: Fund Sources Sources Total Maricopa County – ARPA Funds $1,750,000 Total: $1,750,000 Uses ARPA Funds Acquisition Costs Land $0 Building Acquisition $0 Other: taxes, title, recording $0 City of Avondale Page 24 of 28 General Development Costs Construction Hard Costs – Residential $1,650,000 Construction Costs – Nonresidential $0 Contractor OH, Profit, and Gen. Conditions $0 Environmental –Inspection and Remediation $0 Archeological reports $0 Site Planning $0 Architect Fees $0 Engineering Fees $0 Survey, Permit, Tests $0 Legal Fees $0 Other Professional Fees $0 Accounting and Cost Certification $0 Title and Recording $0 Market Study/Appraisal $0 Real Estate Taxes $0 Insurance $0 Construction Period Interest $0 Construction Perm Financing Fees $0 Marketing Expense $0 Soft Cost Contingency $0 Other: Bond financing, LIHTC fees $0 Developer’s Fee Developer’s Fee $100,000 Homeownership Counseling Counseling fee $0 Program Administration Costs* Program Management Services $0 Staff $0 TOTAL $1,750,000 6.0 Proposed Project Schedule: Project Milestone Est. Completion Date Comments City Executes Development Agreement with Developer 10/01/2023 Environmental Review Completion 10/1/2023 Authority to Use Grant Funds 12/1/2023 Plans Submitted to the Municipality 2/1/2024 Civil Permits Issued 03/04/2024 Construction Start 4/1/2024 25% Completion 7/1/2024 50% Completion 10/1/2024 75% Completion 1/1/2025 Certificate of Occupancy 3/1/2025-11/30/2025 ARPA-Assisted Units Occupied 3/1/2025-11/30/2025 100% Occupancy 3/1/2025-11/30/2025 City of Avondale Page 25 of 28 EXHIBIT B – AVONDALE INFILL HOUSING PROGRAM STATEMENT OF WORK 1.0 Project Description: 1.1 The City of Avondale is responsible for the Avondale Infill Housing Program which will utilize $1,000,000 of ARPA funding to develop two (2) single family homes on two (2) lots previously purchased with Neighborhood Stabilization Program (NSP) funding. The City will utilize a Request for Proposal to select a nonprofit developer and then will reconvey the two (2) lots to the developer. The two (2) single family homes will be sold to low-income households who earn up to 120% of the Area Median Income at the time of qualification. The homes will be 3-4 bedroom/2 bathroom with approximately 1200-1800 square foot units located at: • APN 500-17-100 320 E. Hill Drive, Avondale • APN 500-53-068 516 E. Dee Street, Avondale 1.2 The developer will use $1,000,000 in Maricopa County ARPA Funding to pay for construction cost overages caused by the effects of COVID pandemic on global supply chains and material costs. The homes will either be included in a Community Land Trust (CLT) which will maintain affordability in perpetuity or will have an affordability period of 20 years. 1.3 Funding Sources 1.3.1 $1,000,000 – ARPA Funds to be used for construction hard costs and contingency, environmental inspection and remediation, architect and engineering fees, survey, permit, tests, title and recording, construction contingency, and developer’s fees 1.3.2 $218,000 NSP – current appraised value of land 1.3.3 The total project budget is: $1,218,000. 1.4 Period of Affordability and Income Restrictions – There will be two (2) ARPA- assisted homes/units. It is the desire of the City to have the two (2) homes included in a Community Land Trust, in which case the homes would be affordable in perpetuity through a Land Use Restrictive Agreement (LURA) between the Community Land Trust and the City. The LURA restrictions placed on the property permanently secure the use of the property for affordable housing and grants the non-profit developer the right of first refusal if the home is sold. The CLT will hold a 99-year renewable ground lease which requires the homes remain owner- occupied and contains resale restrictions which require all future sales of the home to be sold to a low-income homebuyer with a “shared equity” provision. The “shared equity” provision limits the amount of appreciation to the seller and establishes an affordable sales price for a new buyer to acquire the home. If it is not possible to include the two (2) homes in a CLT, the period of affordability would be 20 years. In accordance with the NSP regulations, the homes will be sold to families earning 120% and below of the Area Median Income (AMI) for the year in which the units are sold. City of Avondale Page 26 of 28 1.5 Project and Amenities – The City will request proposals using a competitive Request for Proposal process to identify one (1) or two (2) developers for the construction of two (2) single-family homes on the lots. Plans for the homes will include: 1.5.1 Minimum 1200-1800 square feet 1.5.2 3-5 bedrooms 1.5.3 2 bathrooms 1.5.4 2-car concrete parking pad 1.5.5 Xeriscape landscaping 1.5.6 Plans must be suitable to the area and lot size 1.6 The following are desirable features that might be included as standard or as options: 1.6.1 2 car garage, with electricity and door opener 1.6.2 High-efficiency HVAC and water heaters 1.6.3 Front and back porches 1.6.4 Privacy fencing and gate to the backyard 1.7 Supportive Services – Each homebuyer will be required to attend an approved homebuyer education class and homeownership counseling. The developer will also offer additional education tools such as financial counseling, coaching, and literacy classes. 2.0 Subrecipient Contributions: The City, as the Subrecipient, will provide the land, which has a current appraised value of $218,000, to the developer through a reconveyance. 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. 3.2 Occupancy Requirements – The Project staff will determine and verify income eligibility of homebuyers for the ARPA assisted-units prior to participation in the program. Eligibility will be determined using the definition in 24 CFR Part 5. The two (2) ARPA units will be sold to households whose income is at or below 120% Area Median Income. 3.3 Affordability Period – The Subrecipient shall ensure all housing assisted under this Agreement meets the affordability requirements set forth in Section 1497 of the Dodd-Frank Wall Street Reform and Consumer Protection Act-Neighborhood Stabilization Program, 24 CFR part 570. If the homes are included in a CLT, they will be affordable in perpetuity. If this is not possible the affordability period will be 20 years. 3.4 Program Income – Program Income will be defined as earnings from the sale of the homes. Eighty-three percent (83%) of program income generated through City of Avondale Page 27 of 28 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 within sixty (60) days after receipt by the subrecipient. The subrecipient will be required to submit an annual certification to document program income activity. 4.0 Deliverables: Beneficiaries ARPA Assisted Non-ARPA Assisted Total Assisted Number of households (units) 2 0 2 5.0 Budget: Fund Sources Sources Total Maricopa County – ARPA $1,000,000 Total: $1,000,000 Uses Use ARPA Funds Acquisition Costs Land $0 Building Acquisition $0 Other: taxes, title, recording $0 General Development Costs Construction Hard Costs – Residential $710,000 Construction Costs – Nonresidential $0 Contractor OH, Profit, and Gen. Conditions $0 Environmental – Inspection and Remediation $10,000 Archeological reports $0 Site Planning $0 Architect and Engineering Fees $100,000 Engineering Fees $0 Survey, Permit, Tests $75,000 Legal Fees $0 Other Professional Fees $0 Accounting and Cost Certification $0 Title and Recording $5,000 Market Study/Appraisal $0 Real Estate Taxes $0 Insurance $0 Construction Period Interest $0 Construction Perm Financing Fees $0 Marketing Expense $0 Soft Cost Contingency $0 Other: Bond financing, LIHTC fees $0 Developer’s Fee Developer’s Fee $100,000 City of Avondale Page 28 of 28 Homeownership Counseling Counseling fee $0 Program Administration Costs* Program Management Services $0 Staff $0 TOTAL $1,000,000 6.0 Proposed Project Schedule: Project Milestone Est. Completion Date Comments RFP 10/2023 City Will Enter Development Agreement with Developer 1/2023 City Will Reconvey Land to Developer (Closing Date) 1/2024 Environmental Review Completion 12/2023 Plans Submitted to the Municipality 2/2024 Civil Permits Issued 2/2024 February to May 2024 Permits and site prep Building Permits Issued 3/2024 Construction Start 4/2024 25% Completion 7/2024 50% Completion 9/2024 75% Completion 12/2024 Certificate of Occupancy 01/2025 ARPA – Assisted Units Occupied 03/2025 100% Occupancy 03/2025