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21-057
ORDINANCE NO. 2 1-057 AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE A GRANT AGREEMENT WITH THE UNITED WAY OF DENTON COUNTY, INC. PROVIDING FOR WORKING CAPITAL FOR THE EMERGENCY SOLUTIONS GRANT PROGRAM IN FURTHERANCE OF THE COORDINATED SYSTEM OF HOMELESS ASSISTANCE PROGRAMS; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVDING AN EFFECTIVE DATE. WHEREAS, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), Public Law 116-136, was signed by President Trump on March 27, 2020, to respond to the growing effects of this historic public health crisis, and allocated $4 billion in Emergency Solutions Grant Program (“ESG-CV”) funds to provide additional funding to state and local governments; and WHEREAS, ESG-CV Grant funding is provided to assist people experiencing homelessness or at risk of homelessness to regain stability in permanent housing quickly after experiencing a housing crisis or homelessness; and WHEREAS, the City has a special concern for making homelessness rare, brief, and nomecurring; and WHEREAS, the Texas Department of Housing and Community Affairs (“TDHCA”) has awarded to the United Way CARES Act ESG-CV Round 2 funds as part of a coordinated system of homeless assistance programs in the City for the purpose of paying for contractual services named in the United Way’s ESG-CV application to TDHCA for homelessness prevention and rapid re-housing and in response to the COVID-19 pandemic; and WHEREAS, the ESG-CV grant program provides reimbursement of expenditures, so to meet the immediate working capital needs of the United Way for the ESG-CV grant programs, the United Way has requested from multiple entities a total of Sl,500,000 in working capital, of which amount a total of 8500,000 has been requested from the City; and WHEREAS, pursuant to Resolution 20-2191, the City authorized and ratified the execution of a Letter of Intent to provide the $500,000 requested by the United Way in connection with the ESG-CV grant programs in accordance with the terms of an agreement to be considered by the City Council of the City at a later date; and WHEREAS, the City now wishes to enter into a Grant Agreement with the United Way substantially in the form attached hereto as Exhibit A (the “Agreement“) to provide the United Way with a grant of $500,000 as working capital to be repaid by the United Way, with interest, to the City at the conclusion of the ESG-CV grant program with funds from the $3,300,333 grant awarded to the United Way under its ESG-CV2 Service Agreement with the TDHCA or from other sources if necessary; and WHEREAS, the City Council of the City hereby finds that the Agreement serves a municipal and public purpose, is in the public interest, and is of benefit to the citizens of the City; NOW THEREFORE, Page 1 THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this Ordinance are incorporated herein by reference. SECTION 2. The City Manager, or his designee, is hereby authorized to execute the Agreement and to carry out the duties and responsibilities of the City under the Agreement, including the expenditure of funds as provided for therein. SECTION 3. This Ordinance shall become effective immediately upon its passage and lpproval. Th, mAtt,„ t, ,ppr,„, thi, Ordinan„ wa, made by :bsc hv;-s and seconded by ('0 nail \aM( , the Ordinance was passed and approved by the following vote n - a : Nay Abstain AbsentAye Mayor Gerard Hudspeth: / Birdia Johnson, District 1 : / Connie Baker, District 2: / Jesse Davis, District 3 : / John Ryan, District 4: / Deb Armintor, At Large Place 5 J Paul Meltzer, At Large Place 6: a T'et)f Uk<lPASSED AND APPROVED this the gtA day of GEmh 051111111/ ATTEST: ROSA RIOS, CITY SECRETARY a APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: Page 3 Exhibit A GRANT AGREEMENT BETWEEN THE CITY OF DENTON AND UNITED WAY OF DENTON COUNTY HONmLESS INITATIVES: UNITED WAY-TDHCA ESG-CV2 SERVICE AGREEMENT This Grant Agreement (“Agreement”) is hereby entcfed into by and. between the City of Denton, a Texas municipal corporation, acting by and through its City Manager, hereinafter referred to as “City,== and The United Way of Denton County. InG„ with offices, located at .t 314 Teasley Lane, Denton, Texas 76205, heQinafter called ".United .Way". WHEREAS, the Colbnavi-rus Aid, Relief, and EConomic Security Act (-CARES Act”), Public Law t 16-]36, was signed by President Trump on March 27, 2020, to respond to the growing effects of this hibtoric public health crisis, arid allOcated $4 billion jn Emergency S6lutiohs Grant Program (:!ESG-CV”) flUIdS to provide additional funding to $tate and local governments; and WHEREAS, ESG-CV Grant funding is provided to apist people expFriencing homelessness or at risk of holneles£ness to regain stability in permanent housing quickly after experiencing a housing crjsis or homelessnes§: and WHEREAS. the City has a special concern for making hQmelessne$s rare. brief. and nonrecurring; and WI'IEItEAS, the Texas Department of Hougjng and .Comtnunity AfFairs (•'TDHCA'’) has awarded td the Uhited way CARES ACt- ESC-CV Rc)and 2 funds as part of a coordinated system of hortleless as$istpnce progrqms in the City .for the purpose of paying for contractual services named in the United Way’s ESC-CV application to TDHC A for hornelessne-s§ prevention and rapid re-ho-using add in response to the CC)VI D-19 pandemic; and WHEREAS, the ESG-'CV grant program provides r6imbursement of expenditul-es, so to mQet the immediate working capita1 needs of the United Way for'the EgG-CV grant programs, the UnitQd Way has +eqaested from mulliple entities a total of $1.500,000. in working capital, of which amount a total of $500.000 has been requested from the City; and WHEREAS, the United Way is willing to repay in accordance with the terms and conditions of this Agreement the $500,000, With interest, tO the City at the conclusi9n of the .EgG- CV grant program with funds Prowl the $3,300,333 grant award under the ESG-(:V2 Service Agreement betweeh the United Way and TDHCA ("United Way-?TDHCA ESG-CV2 Service Agreement") or from other sources if necQssary; and WHEREAS. the City is willing to provide the. United Way with a grant 'Qf $500,000 as working capital to be used in $uppoll of City of Denton residents and to be repaid.-all in accordance with the terms and. conditions of this Agreement. NOW. THEREFORE, in consideration of the representationg, wa-nanties, Covenants and agreements herein contained, the recQipt and pdequacy of which -is hereby acknowledged and accepted, the Parties hereby agree as fOllows: I TERM This Agreement shall cotnmelice OIl or as of February 1 Q, 202 1 , and shall terminate on March 31, 2022, unless sooner terminated -in accordance with Section 5 “Termination.'’ The City shall have the right, bat .not the obligation, tp extend The fenn of this agredlnQnt by providing written notice of the extension to the United Way. 2 OBLiGATIONS AND AUTHORITY A. The Grant Amount. The City hereby agrees tp provide $500,000 (the "GQnt Amc>utlt'’) to the Ullited Way, and the United Way hereby aQcepts .the Grant Amount."fron1 the City and agrees to -repay -Such amount, with intel'egt, ih aec-drdaltce with Section 2.D. of this Agreemern in jawful nroney of the United .States ofAmQr iga. This Ora.nt Amount shall only be used for the programs of United Way und6r the United Way-TDHCA ESG-CV2 Service AgrQemQlit apd thF Granl Amoun! shall only be used to support Ci;y of DejIto}1 residents. B. Agreement Execution. Upon the' United Way’s executiOn of the United Way-TDHCA ESG-CV2 Service Agreement, the United Way will prQvide the executed copy to be included in Exhibit A of this Agreement. The City will then execute this Agreement with the United Way. C. Grant Am9unt Payment. The payn\cul -of the Grant Amount by the City to the United Way shall take place following the execution pf bolh the Unjted Way-TDHCA ESG-CV2 Service Agreetnent -and this Agreement. The City shall deliver the Grant Amount to the United Way via the City’s -commeniaI Cheek, by .federal wire transfer, or jn such other manner as may be mutually agreed upon by the United W4y and the City. D. Grant Aniount Repayment. The United WAy shall repay the Grant Amount, with intQre5t as provided hereunder, to the C.ity within ten.(10) days after th9 earJiesr to occur of- the following: (i) United Way’s receipt of the final payment of funds due flUId the. I'DHC A pur£aadt to the United Way-TDHC-A ESG-CV2 Service Agreement, (ii) the expjration or termination of the. United Way:TDHCA ESG-CV2 Service Agreement, (iii) the expiration or termination of this Agreement. or (iv) March 3 1, 202-2. Interest on the Grant Amount shall be calculated at a rate of one quarter of one percent (0.25%) per year, accruing from the date the Grant Amount ii delivered to the United WaV anal repayment is received by the City. There will .be no penalty assessed for an early-rQpaylnent of the Grant Amount, plus interest ihcurred until the date of such early repayMent. The repayment -of the Grant Amount, plus interest, shall be made via cqn.meNial Check, by federal Wire transfer, or in such other-manner as mg)’ be mutually agreed upon by the United way and the City. The United :Way’s np4yment Qbligation hereunder shall survive lhe tQnninati.on or expiration of this AgreeMent. E. Authority, The United Way and-the City each has the .authority from its governing body to enter-into this Agreement and to perfonn its obligations in the tihe and nlanner required hereunder. 3. EVALUATION United Way agrees to .paRicipat.e in a monitoring and evaluation system \\’hereby the program services supported by the Grant Amoulit can be monitored. United Way agrees to make available its financiql tecords for review by City qt City's discretIon. In addition, U-IItied Way agl'ees -to provide City the followi rIg data 'a-nd reports, or- coFies thereof: 2 A. B C D, All external or internal audits. United. Way shall gul)rn it a copy of the. annual independent audit to City within- ten (10) days of receipt. All external or internal evaluation. reF)ons. An explanation of any major changes in program services. To comply with this section; United Way ag Fees to maintain records that will provide accurate, current, separate, and complete disclosure of the status of funds received and the services performed adder the United Way-TDHCA ES.G=CV2 Service Agreement, incIHd ing the residency and jurisdiction of those individuals and families assisted by the program and assisted by the Grant Amount. United Way’s record systeln shall CQntgjn sufficient documentation to provide. jn detail ftIII .suppol+ and jus$ficatiQn for each expenditure. United Way agrees to retain all books, recofds, d6ctiments, reports,' and written accdunting procedures pertaining to the expendit lu-e of funds received under this Agr9etnent for five years. Nothing in theabove subsections.shall be construed to relieve United Way 6fmspqnsibi lily for retaining accurate and current i-ecords that clearly ref]ect the level pnd benefit Df program sell' ices suFp6rted by the Grant Amount, E. 4.DIRECTORS' MEETINGS A. During the term of this Agreernent, United Way shall deliver tO City copies of all iotices of meetings of its BQard-of Directors, setting forth the tiITle.and plaee thereof .wherein these prOgl'aIn sewices are a part of the subject matter of the heating. Such notice. shall be d£livered Lo City in a tinle jy lnanue.r to give adequate notice, and shall inQlude an agenda and a brief description of the matters to be discussed. United WaV understands and agrees that Cily's repreSentatives shall be affdrded acCess to all meetings of iTs Board of D'ir'cctors. B. Minu(es of all meetings of United Way’s-governing body shall be available to City within ten ( 1 0) working days of approval. 5. TERMINATION Thi City may terminate this Agreement for cause by givjng Rn (10) days advance written notice to the United Way if the United Way violates any I'epresentati6ns, warranties, terms, condition£, covehants, -agreements. or gual:antees of this Agreement; if the UnitQd Way fails to repay the Grant Amount, with interest, at the time for repayment. in accordance with the terms and --conditions of this Agreement; in the event of the Uliited Way’s insoEvency or fi ]ing of bankruptcy, diss.olution, or receivership; or if the United Way violates any law, rule, regulation or ordinahce to which it is bound to eomply under the terms of this Agreement or othenv ise. 6.COMPLIANCE WITH LAWS. ACCESS TO RECORDS AND SUBCONTh4CT REQUIREMENTS A. United Way assures and certifies that it witl Comply with all applicable-federal laws, ru19s and regulqtions; laws, rules aid regUlations of the StaR of Texas; and ordinances of the City of Denton. B. United Way ghall give the City and any authorize.d representative of the City, access to and the right tQ reproduce.all records be.jonging to or in use by United Way pellaining to this Agmenrent. Such access ghali c6ntinue for five years in accdrdarrce with Section 3.D of this Agreelnent. United Way shall maintain such records in an accessible IOcatioh. 3 C. All su!>contracts entered inlo by the United Way will be subject to the nquirenrent$ of this Agreernent. The United Way agrees to be responsible to City for the performanCe of its Subcontractors. 7. WARRANTIES- United Way !'epres91t$ gnd warrants that as of the commencement oF the term -of this Agteement and during ofthe team of this Agreement: A. Ajl information, reports, an.d data heretofore or hereafter requested by City and furnished to City, are.colnplete. and accurate as of the date shoWn on tha infonna-tion, data, dr report, and, since that date, hive nQt undergo_ne any $ignificant change -without writtQn notice to CITY B. Any supporting financial statements -heretQfore requested by City aDd furnished to City. are complete, accurate, and fairly refleet the nnancia1 condition of United Way bn the date grown on said reI)art, and the rQsults of the operaTion for the period covered by the report, and f.hat singe said d,ate, there has been no rnaterial change, adverse or otherwise, ih the financial condition of United Way. C. No litigation or jegal proceedings are presently pending or threatened against .the United Way D. None of the provisions Irel'eir} contravene or are in contlict with the authority under which United Way is doing bUsiness or with the provisions of any existing indenture or agreement of United Way. E. United Way has thc power to enter into this Agreelnent and to acCept 4nd. repay the GraDI Amg tInt hereunder, and has !4ken a]I .necessary 4ction to authorize such acceptance .and repayment pursuant to the terrns and conditioNs of this Agreement. F. None of-the assets of Udited Way is subject to any lien or enculnbrance of any Character, except for punent taxes not delinquent, except as shown in the financial staternents bird/or Other doculnents furnished by United Way to City. G. Each qf these representations and w4l'rarities shall be deemed to be ongoing and continue for the duration of the term of this AgreeITient, 8. INDEMNIFICATION To the extenF authorized by law, the United Way agrees to provide the defense for, and to indemnify and hold harmless City and City's agents, represeptatives, employees, elected arid appointed offlcial§. and contractors from:any and all claims, suits, causes .of action, dernands, damages, losses, attorney fees, expenses, and liability arising aut df this Agreement, the use of-the funds contracted for hereunder, or the program -adminisjration and impJementatiop in .connection with this.' Agreement, except to the extent cau£ed by the willful act or omission of City or City=s agents, representatIves, employees, elected or appointed officjals, or contr4ctors. 9i MISCELLANEOUS A. United Way shall not transfer, pledge or otherwise assign this Agreenrent or any interest therein, or any claiM arising thereunder to ’any parT.Or parties, .bank, trust comppny Ol other tlnanciat institution. without the pribr written approval of City. B. If any provision of thi£ Agreement is held to be invalid, illegal, or unenforceab]e, the {emaihing provisions shall remain in full force and effect and continue to.conform to the original intent of both parties hereto. 4 C. All reports, dQcuments. studies, charts, schedujes, proposals, appended .docurnentation to any proposal, content of basic proposal, and Contracts and ill resp9n Pds, h\qyit'ies, con'espond6nGe, and related material sub}nitted by Unitpd Way to City shall become the property of City upon receipt. D. Debarment: UnitQd Way dertifies that it is not listed on the System for Award M4nagelnent (SAM)as debarred, suspended, or otherwise excluded from or ineligible for participation in federal assistance progr-ams under Executive Order 12549 and 24 CFR Part 24. E. In ho event shall any payment to United Way hereunder, or any other act or failure of City to. insist in any one or more InStances upon the terms and conditi9n$ of this Agreement, conslitute or be construed in any way to be a waiver by -City of any breach or default which m4y then or SubseqUently be cornm-ittet1 by United Way. Neither gba II such payment, act, or omission in ani m.anper impair or’ prejudice any right, power, privilege, or remedy available to City to enforce its fights herbuhder. which rights, powers. privileges, or remQdies are always sp.ecifiQally preserved. No represent4tive or agent of 'City lnqy waive the e-ffect-o'f'this provision. F. This Agl-eemdnt Constitutes the entite- agredment between the PBrtjes-hereto with respect to the subject matter described in this Agreement, and any prior agreenrent, assertion, stateMent, understanding, or other dohmitment antec pdent. to this Agreement, whether wHit$n or oral, shall have no force or effect whatsoever; nor shall an agreeuient, assertion. statement, -understanding, or other c6rnmitlhent occdrring during the tenn of this Agreement, or subsequent thereto, have any legal force or effect whatsoever, unless properly executed by both parties in writjng abd, ifapptopriate, -recorded as an amendment of this Agreernent. G. In the event any disagreement or dispute shoilld arise between the parlid£ h9reto pertgining to the ihterFretajian or meaning of a Oy pall of this Agreetnent or its governing rules, codes, laws, ordinances, or regulations. City will have the final authority to render or to secure an Inter>reLatIon . H. This Agree.ment shall be interpl'ete.d in accordance with the laws of the State of Texas a-nd venue of any litigation concerning this AgrQemedt shall be. in a court competent jurisdiction sitting in Denton County, Texas. 10. NOTICE A. Any notice or Other written- instrument required or permitted to be delivered uider- the tQrms of this Agreelnent shall be deelned to have been received if delivered. via hand-delivery or sent via a .nationally recognIzed Courier or delivery sdrv jce, addressed to United Way or City, as the casp may be, at th9 foII.owing Qddressp$: TO CITY: City Manager City of Denton 215 E. McKinney Denton, Texas 7620 1 TO UNITED WAY: United Way of Denton County, Inc. Attn: President & CEO 1314 Teasley Lane, Denton, Texas 76205 w/ a copy to: City Attorney 21 5 E. McKinney Denton, TX 76201 B. Either party may change its notice address by sending notice of change of address to the other in accordance with the provisions of Section 10. A. Until written notice of such change is received by the other party, the party’s last address designated for notice shall remain such party's address for notice. IN WITNESS OF WHEREOF, this Agreement has been executed on this the q HI day of ft\> C,/ he \I , 202 1 . CITY OF DENTON BY ©BgWEhm CITY MANAGER ATTEST:""“": \~„R.~*=BY: \ '\ ROSA RIos SECRETARY CITY SECRETARY \111111111 D APPROVED AS TO LEGAL FORM: CITY ATTORNEY 6 THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and opdrational obligations-and business terMs '''--\, q. }a--'-f- .J Sic6ature Community Services Manager Title Cornmunity Development Department 02/03/21 Date Signed: Exhibit A Texas Department of Housing and Community Affairs Service Agreement with the United Way of Denton County Contract: #44206070041 FY 2020 Emergency Solutions Grants (ES(3) Program Contract Term: 01/14/202 1-03/3 1/2022 Agency: United Way of Denton County DocuSign Envelope ID: 0392392D-DEC5=lC4E-B9C3-02EEFF252B74 TEXAS DEPARTMENT OF HOUSING AND COMMUNITY AFFAIRS EMERGENCY SOLUTIONS GRANTS PROGRAM (ESG) AND CORONAVIRUS AID, RELIEF, AND ECONOMIC SECURITY Acr (CARES ACT) CONTRACr NUMBER 44206070041 WITH United Way of Denton County, Inc., A TEXAS NONPROFIT CORPORATION CFDA No.: 14.231 Emergency Solutions Grants Program Awarding Federal Agency: United States Department of Housing and Urban Development Federal Award Number: E-20-DW-48-0001 Federal Award Year: 2020 Pass Through Entity: Texas Department of Housing and Community Affairs Unique Entity Identifier Number: 782112114 SECTION 1. PARTIES TO THE CONTRACT This Fiscal Year (FY) 2020 Emergency Solutions Grants Program and CARES Act Contract Number 44206070041 (“Contract") is made by and between the Texas Department of Housing and Community Affairs, a public and official agency of the State of Texas, (“Department”) and United Way of Denton County, Inc., a Texas nonprofit corporation (“Subrecipient”). Subrecipient is a private nonprofit organization as defined in 24 CFR §576.2. SECTION 2. CONTRACT TERM FOR PERFORMANCE AND CLOSE-OUT PROCESS This Contract shall commence on January 14, 2021 and, unless earlier terminated as provided herein, terminate as follows: (1) the Subrecipient is permitted to incur allowable expenses under this Contract until March 31, 2022 (“Contract Term"); and (2) the Department’s obligations under the Contract shall end forty-five (45) calendar days after the Contract Term, and is conditioned on the Subrecipient’s successful completion of the terms herein (“Close-Out Process” ) . SECTION 3. SUBRECIPIENT PERFORMANCE A.Subrecipient shall develop and implement an Emergency Solutions Grants Program (“ESG") in accordance with the terms of this Contract and the exhibits and addendums attached to this Contract incorporated herein for all relevant purposes. Subrecipient shall develop and implement the ESG to assist homeless individuals or persons at risk of homelessness to quickly regain stability in permanent housing. Subrecipient shall implement the ESG in accordance with, but not limited to, the provisions of the Homeless Emergency Assistance and Rapid Transition to Housing Act as amended (42 U.S.C. 911302 et. seq.), as amended (“Federal Act”); Coronavirus Aid, Relief, and Economic Security Act (Public Law 116-136) (“CARES Act”); the U.S. Department of Housing and Urban Development (“HUD”) regulations codified in 24 CFR Parts 91,200, and 576 (“Federal Regulations"); CPD Notice 20-08 (“Notice”); the implementing State rules under Title 10, Part 1, Chapter 1, Chapter 2 and Chapter 7, Subchapter A and Subchapter C, of the Texas Administrative Code (collectively, the “ESG State Rules“).Subrecipient shall perform all activities in accordance with the terms of the Budget and Performance Statement attached hereto as Exhibit A, the Certification Regarding Lobbying for Contracts, Grants, Loans, and Cooperative Agreements attached hereto as Addendum A, Certification Regarding Drug-Free Workplace Requirements attached hereto as Addendum B, the Certification Regarding Debarment, Suspension and Other Responsibility Matter attached hereto as Addendum C, the assurances, certifications, and all other statements made by Subrecipient in its ESG application, and with all other terms of this Contract. All exhibits and addendums attached hereto are incorporated herein for all relevant purposes. B The Subrecipient is liable for any associated disallowed costs if a person who is eligible to receive the benefit or services described in the Budget and Performance Statement attached hereto as Exhibit A 44206070041, United Way of Denton County, Inc.Page 1 of 31 DocuSign Envelope ID: 0392392D-DEC54C4E-B9C3-02EEFF252B74 does not actually receive them and the Subrecipient reported the costs or received reimbursement for the costs. C.Performance related to established targets will be reported in the ESG monthly performance report and failing to meet targets may be considered in deobligation of funds in this Contract, and in future funding opportunities with the Department. D.All funds must be expended in accordance with the Budget and Performance Statement attached hereto as Exhibit A, prior to the expiration of the Contract Term and reported within the Close-Out Processing date. The Department reserves the right to request an additional expenditure plan if it appears funds will not be expended within the Contract Term, and may deobligate funding in whole or in part if expenditure deadlines are missed. E SERVICE AREA. ESG activities under this Contract are limited to occur in areas located in Denton County, Texas, and in Continuum of Care Region Number TX-607 (Texas Balance of State) unless otherwise approved by the Department by amendment to this Contract. F LAND USE RESTRICTION AGREEMENT. Some Subrecipient activities may require that Subrecipient enter into a land use restriction agreement in accordance with Section 35(C) of this Contract, as further detailed in 10 TAC 97.3. SECTION 4.DEPARTMENT FINANCIAL OBLIGATIONS A.In consideration of Subrecipient's ongoing and satisfactory performance of this Contract, Department shall reimburse Subrecipient for the actual allowable costs incurred beginning not earlier than March 13, 2020 (except for project based rental assistance which may be reimbursed beginning the date of environmental clearance or March 13, 2020, whichever is later), and prior to the expiration of the Contract Term by Subrecipient in the amount specified in the Budget and Performance Statement attached hereto as Exhibit A. B.Department's obligations under this Contract are contingent upon the actual receipt and availability by the Department of adequate Emergency Solutions Grants Program and CARES Act (“ESG-CV”) funds from HUD. If sufficient ESG-CV funds are not available to make payments under this Contract, Department shall notify Subrecipient in writing within a reasonable time after such fact is determined. Department may then terminate this Contract and will not be liable for the failure to make any payment to Subrecipient under this Contract. C.Notwithstanding any other provision of this Contract, Department shall only be liable to Subrecipient for eligible costs incurred or performances rendered for activities specified in 24 CFR Part 576, the Notice, and the CARES Act. D.In addition to the pre-award costs allowable under 2 CFR 9200.458, Subrecipient may submit for reimbursement costs for activities that are exempt under 24 CFR 958.34 or Categorical Exclusions under 658.35(b), not subject to 958.5 and that were performed in accordance with this Contract. E. F The Department shall not be liable for costs submitted after the Close-Out Process date which is 45 calendar days after end of the Contract Term. The Department shall not be liable for costs related to providing emergency shelter after the earlier of the end of the Contract Term or January 31, 2022. 44206070041, United Way of Denton County, Inc. Page 2 of 31 DocuSign Envelope ID: 0392392D-DEC5-+C4E-B9C3-02EEFF252B74 SECTION 5.METHOD OF PAYMENT/CASH BALANCES A DISBURSEMENT PROCEDURES. Subrecipient shall establish procedures to minimize the time elapsing between the disbursement of ESG-CV funds from Department to Subrecipient and the expenditure of such funds by Subrecipient. B.REIMBURSEMENT. The Department will reimburse Subrecipients for eligible costs incurred during the contract term whereby reimbursement of costs incurred by a Subrecipient is made only after submission of the Monthly Performance Report in accordance with the requirements of 10 TAC §7.5. C D ALLOWABLE EXPENSES. All funds paid to Subrecipient pursuant to this Contract are for the exclusive benefit of the eligible Program Participants of ESG services and for the payment of allowable expenditures. REFUND. Subrecipient shall refund to Department any sum of money which has been paid to Subrecipient by Department, which Department determines has not been spent strictly in accordance with the terms of this Contract. Subrecipient shall make such refund no later than the date specified in the notice that repayment is required, but if no date is specified within five (5) business days in accordance with 10 TAC 91.21(e) SECTION 6.ADMINISTRATIVE REQUIREMENTS. COST PRINCIPLES AND AUDIT REQUIREMENTS A.ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES. 1. Subrecipient isa private nonprofit organization, and will follow the requirements under 2 CFR Part 200 2. IfSubrecipient wishes to utilize procurement flexibilities as provided for in the CARES Act, it must submit a procurement plan to the Department, and the Department must approve the plan in writing. B LIABILITY FOR COSTS. Department shall not be liable to Subrecipient for certain costs, including but not limited to costs which: 1. Are not used to prevent the spread of, prepare for, and respond to Coronavirus Disease 2019 pandemic (“COVID-19") among individuals and families who are homeless or receiving homeless assistance or are not used to support additional homeless assistance and homelessness prevention activities to mitigate the impacts created by COVID-19; 2. Have been reimbursed to Subrecipient or are subject to reimbursement to Subrecipient by any source other than Department; 3. Are not allowable costs; 4.Are incurred to involuntary separate a family; 5. Are incurred to provide certain legal services for immigration and citizenship matters and issues relating to mortgages; 6.Are incurred to provide certain substance abuse treatment services; 7.Are incurred to pay arrears for temporary storage fees; 8. Are incurred to pay or modify a debt; 44206070041, United Way of Denton County, Inc.Page 3 of 31 DocuSign Envelope ID: 0392392D-DEC5dlC4E-B9C3-02EEFF252B74 9. Are incurred to acquire property or to construct new property (except as approved by the Department in writing in accordance with Section 9E ; 10. Are incurred for the rehabilitation of structures to the extent that those structures are used for explicitly religious activities; 11. Are expended on activities prior to the submission of a Request for Release of Funds and prior to the release of funds by HUD; 12. Are used in a manner that requires persons experiencing homelessness to receive treatment or perform any other prerequisite activities as a condition for receiving shelter, housing, or other services or assistance; 13. Are not strictly in accordance with the terms of this Contract, including the exhibits; 14. Have not been reported to Department during the Close-Out Process of this Contract; 15. Are not incurred between March 13, 2020, and before the expiration of the Contract Term (except for project based rental assistance which may be reimbursed for costs incurred after the date of environmental clearance or March 13, 2020, whichever is later); or 16. Are incurred by a unit of general purpose local government, to replace funds provided by a local government for street outreach and emergency shelter services during the preceding 12-month period, without a HUD-approved exception. C ACCESS. Department reserves the right to conduct additional audits of the funds received and performances rendered under this Contract. Subrecipient agrees to permit Department or its authorized representative to audit Subrecipient’s records related to its performance under this Contract and to obtain any documents, materials, or information necessary to facilitate such audit. D AUDIT. In accordance with 10 TAC 91.403(e), if Subrecipient expends $750,000 or more in federal and/or state awards or have an outstanding loan balance associated with a federal or state resource of $750,000 or more with continuing compliance requirements, or a combination thereof must have a Single Audit or Program-Specific Audit conducted. If the Subrecipient's Single Audit is required by 2 CFR Part 200, Subpart F, the report must be submitted to the Federal Audit Clearinghouse (“FAC”) the earlier of 30 calendar days after receipt of the auditor's report or nine (9) months after the end of its respective fiscal year. As noted in 10 TAC §l.403. Subrecipient is required to submit a notification to Department within five (5) business days of submission to the FAC. Along with the notice, indicate if the auditor issued a management letter. If there is a management letter, a copy of the letter must be sent to the Department. Both the notice and the copy of the management letter, if applicable, must be submitted to SAandACF@tdhca.state.tx.us. E AUDIT CERTIFICATION FORM. For any fiscal year ending within and the year after the Contract Term, Subrecipient must submit an Audit Certification Form (available from the Department) within sixty (60) calendar days after the Subrecipient’s fiscal year end as outlined in 10 TAC 91.403. F SUBAWARDS. The Subrecipient shall include this language in any subcontract that provides the Department or HUD the ability to directly review, monitor, and/or audit the operational and financial performance and/or records of work performed under this Contract. 44206070041, United Way of Denton County, Inc.Page 4 of 31 DocuSign Envelope ID: 0392392D-DEC54C4E-B9C3-02EEFF252B74 SECTION 7. TERMINATION, DEOBLIGATION. AND SUSPENSION A TERMINATION. Department may terminate or suspend this Contract, in whole or in part, at any time Department determines that there is cause for termination. Cause for termination includes, but is not limited to, Subrecipient’s failure to comply with any term of this Contract or reasonable belief that Subrecipient cannot or will not comply with the requirements of this Contract. If the Department determines that a Subrecipient has failed to comply with the terms of the Contract, or to provide services that meet appropriate standards, goals, or other requirements established by the Department, the Department will notify Subrecipient of the deficiencies to be corrected and may require the deficiencies be corrected prior to implementing suspension. B DEOBUGATION. Any decision to obligate or deobligate additional funds shall be made in writing by Department in its sole but reasonable discretion based upon the status of grant funding to Department and Subrecipient’s overall compliance with the terms of this Contract. C SUSPENSION. Nothing in this Section 7 shall be construed to limit Department’s authority to withhold payment and immediately suspend this Contract if Department identifies possible instances of fraud, abuse, waste, fiscal mismanagement, or other deficiencies in Subrecipienfs performance. D LIABILITY. Department shall not be liable for any costs incurred by Subrecipient during suspension or after termination of this Contract. Subrecipient shall not be relieved of any liability to Department for damages by virtue of any breach of this Contract by Subrecipient E WITHHOLDING OF PAYMENTS. Notwithstanding any exercise by Department of its right of termination or suspension, Department may withhold any payment due to Subrecipient until such time as the exact amount of damages due to Department or other liability is agreed upon or is otherwise determined in writing between the Parties. SECTION 8. MATCH REQUIREMENT No Match funds are required to be provided under the Contract. SECTION 9. ALLOWABLE EXPENDITURES A.The permissibility ofSubrecipient’s costs incurred in the performance of this Contract shall be determined in accordance with the provisions of Section 6 and the regulations set forth in 10 TAC §7.24, 24 CFR 9576.100 through 24 CFR §576.109, and the CARES Act, subject to the limitations and exceptions set forth in this Section. B.ESG funds may be used for administrative activities as well as program components as set forth in 10 TAC 97.32(b), 24 CFR §576.101 through 9576.107, and the CARES Act, only as reflected in the Budget and Performance Statement attached as Exhibit A. C Administrative costs incurred by Subrecipient in performing this Contract are to be based on actual programmatic expenditures and shall be allowed up to the amount outlined in the Budget and Performance Statement attached hereto as Exhibit A of this Contract. Eligible administrative costs include: 1. General management, oversight and coordination including indirect costs (with an indirect cost rate as approved by the Federal cognizant agency), and 2. Environmental review. 44206070041, United Way of Denton County, Inc.Page 5 of 31 DocuSign Envelope ID: 0392392D-DEC54C4E-B9C3-02EEFF252B74 D.In addition to allowable costs under 10 TAC 97.24 and 24 CFR 9576.100 through 24 CFR §576.109, funds may be utilized for training on infectious disease prevention and mitigation and to provide hazard pay, including for time worked on or after March 13, 2020, and the end of the Contract Term, for staff working directly to prevent the spread of, prepare for, and respond to COVID-19 among persons who are homeless or at risk of homelessness. E.In addition to allowable costs under 10 TAC 97.24 and 24 CFR 9576.100 through 24 CFR 9576.109, funds may be utilized for may be used to provide temporary emergency shelters (through leasing of existing property, temporary structures, or other means) prevent the spread of, to prepare for, and respond to COVID-19. If Subrecipient intends to expend funds for temporary emergency shelter for shelter operations, renovation, major rehabilitation, construction, in a manner other than leasing of existing property, it must submit an expenditure plan to the Department and the Department must approve the plan in writing. SECTION 10. TERMINATING ASSISTANCE A. B. If a Program Participant violates program requirements, the Subrecipient may terminate the assistance in accordance with Section 576.402 of the Federal Regulations. Termination under this Section 10 does not bar the Subrecipient from reinstating the same individual or family at a later date and providing further assistance under this Contract. SECTION 11.RECORDKEEPING REqUIREMENTS A GENERAL. Subrecipient shall comply with all the recordkeeping requirements set forth in 10 TAC §7.8 and 24 CFR 9576.500, and shall maintain fiscal and programmatic records and supporting documentation for all expenditures made under this Contract B OPEN RECORDS. Subrecipient acknowledges that all information collected, assembled, or maintained by Subrecipient pertaining to this Contract, except records confidential by law, is subject to the Texas Public Information Act (Chapter 552 of Texas Government Code) and must provide citizens, public agencies, and other interested parties with reasonable access to all records pertaining to this Contract subject to and in accordance with the Texas Public Information Act. C ACCESS TO RECORDS. Unless prohibited by applicable laws, Subrecipient shall give HUD, the U.S. General Accounting Office, the Texas Comptroller, the State Auditor’s Office, and Department, or any of their duly authorized representatives, access to and the right to examine and copy, on or off the premises of Subrecipient, all records pertaining to this Contract. Such right to access shall continue as long as the records are retained by Subrecipient. D RECORD RETENTION. Subrecipient agrees to maintain such records in an accessible location for the greater of five (5) years after the expenditure of all funds from the grant, or the period specified below: 1. Where funds from this Contract are used for the renovation of an emergency shelter involves costs charged to the ESG grant that exceed seventy-five percent (75%) of the value of the building before renovation, records must be retained until ten (10) years after the date that ESG funds are first obligated for the renovation. 2. Where funds from this Contract are used to convert a building into an emergency shelter and the costs charged to the ESG grant for the conversion exceed seventy-five percent (75%) of the value of the building after conversion, records must be retained until ten (10) years after the date that ESG funds are first obligated for the conversion. 44206070041, United Way of Denton County, Inc.Page 6 of 31 DocuSign Envelope ID= 0392392D-DEC5-+C4E-B9C3-02EEFF252B74 E EXCEPTIONS. Exceptions to the record retention periods outlined above include: (i) if any litigation claim, negotiation, inspection, or other action has started before the expiration of the required retention period records must be retained until completion of the action and resolution of all issues which arise under it; and (ii) a date consistent with any other period required by federal or state law or regulation. Subrecipient agrees to cooperate with any examination conducted pursuant to this Subsection E. Upon termination of this Contract, all records are property of the Department. F CARES ACT FUNDS. Subrecipient shall track, account for, and report on this funding separate from any other ESG or other funding. Subrecipient will report to the Department or to HUD upon request to what extent these funds were used as matching funds for other activities or programs. G SUBCONTRACTS. Subrecipient shall include the substance of this Section 11 in all subcontracts under this Contract. SECTION 12.REPORTING REQUIREMENTS A REPORTS. Subrecipient shall submit to Department such reports on the performance of this Contract as may be required by Department including, but not limited to, the reports specified in this Section 12. B MONTHLY REPORTS. Pursuant to 10 TAC 97.5, Subrecipient shall electronically submit to the Department no later than the last day of each month following the preceding month in the Contract Term a performance report listing required demographic information, the number of persons assisted, and the outcomes achieved in the previous month, and an expenditure report listing all expenditures of funds under this Contract during the previous month. These reports are due even if Subrecipient has no new activity to report during the month. C CONSTRUCTION ACTIVITIES. If this Contract provides assistance for acquisition, renovation, rehabilitation, or conversion, in addition to the electronic final report, Subrecipient shall submit cover photographs of the finished construction work, and verification of passed inspections in the form of certificate occupancy not later than the last day of the Close-Out Process date. This is not required for those temporary emergency shelters that have been determined by State or local health officials to be necessary to prevent the spread of. prepare for, and respond to COVID-19, and that were approved by the Department in accordance with Section 9E of this Contract, except for the Accessibility Standards required by 10 TAC Chapter 1 Subchapter B, as further detailed in this Contract. D DATA COLLECTION. Pursuant to 10 TAC 97.6, Subrecipient must enter client-level data into the Homeless Management Information System (“HMIS”). Victim service or legal service providers may use a comparable database. E INVENTORY REPORTS. Subrecipient shall submit to Department no later than the last day of the Close- Out Process a cumulative inventory report of all real property and tangible personal property having a useful life of more than one year or a per-unit acquisition cost which equals or exceeds the lesser of the capitalization level established by entity for financial statement purposes, or $5,000, acquired in whole or in part with funds received under this or previous ESG contracts, in accordance with 10 TAC 961.401 and 1.407 F DEFAULT. If Subrecipient fails to submit within forty-five (45) calendar days of its due date, any report or response required by this Contract, including responses to monitoring reports, Department may, in its sole discretion, suspend payments, , and initiate proceedings to terminate the Contract. If Subrecipient receives ESG funds from Department over two or more Contract Terms, termination proceedings may be initiated on this Contract for Subrecipient’s failure to submit a report, including an audit report, from a prior contract. 44206070041, United Way of Denton County, Inc.Page 7 of 31 DocuSign Envelope ID: 0392392D-DEC54C4E-B9C3-02EEFF252B74 G ANNUAL REPORTS. Subrecipient must submit yearly information as required by HUD for the Consolidated Annual Performance and Evaluation Report, including but not limited to HMIS exports and information related to compliance with Section 3 of the HUD Act of 1968, as required by HUD. SECTION 13. CHANGES AND AMENDMENTS A.AMENDMENTS AND CHANGES REqUIRED BY LAW. Any change, addition, or deletion to the terms of this Contract required by a change in state or federal law or regulation is automatically incorporated herein and is effective on the date designated by such law or regulations without the requirement of a written amendment hereto. Said changes, additions, or deletions referenced under this Subsection A of Section 13 of this Contract may be further evidenced in a written amendment. B C GENERAL. Except as specifically provided otherwise in this Contract, any changes, additions, or deletions to the terms of this Contract shall be in writing and executed by both Parties to this Contract. FACSIMILE SIGNATURES. If any Party returns an executed copy by facsimile machine or electronic transmission, the signing party intends the copy of its authorized signature printed by the receiving machine or the electronic transmission, to be its original signature. D.REQUEST. Written requests for Contract amendments must be received in writing by the Department by no later than thirty (30) calendar days prior to the end of the Contract Term, and such requests will be considered at the discretion of the Department in accordance with 10 TAC §7.4(e), except that requests to move funds to Emergency Shelter or Street outreach will only be considered if any ESG CARES first or second allocation funds are returned or made available, and are reallocated at the discretion and authority of the Department’s Executive Director or designee. SECTION 14. PROGRAM INCOME A.Program income includes any gross income received by the Subrecipient, its Affiliate, or their subcontractor directly generated by a grant-supported activity, or earned only as a result of the grant agreement during the Contract Term. Any security or utility deposits refunded from vendor or fees associated with ESG-funded emergency shelters or other ESG program activity must be treated as program income. B.In accounting for program income, Subrecipient and its Affiliate or subcontractor must accurately reflect the receipt of such funds separate from the receipt of federal funds and Subrecipient /Affiliate or subcontractor funds. C.Program income earned and expended during the Contract Term by Subrecipient or subcontractor must be reported to the Department and the costs must be eligible ESG-CV costs that supplement the Subrecipient’s ESG program. D.Program income received by the Subrecipient and its Affiliate or subcontractor during the Contract Term and not expended during the Contract Term along with program income received two (2) years following the end of the Contract Term must be returned to the Department. Program income must be returned within ten (10) working days of receipt by the Subrecipient/Affiliate or subcontractor. E Income directly generated by a grant-support activity received by the Subrecipient and its Affiliate or subcontractor after the two (2) year period described in Subsection D of this Section 14 is no longer program income, and may be retained by the Subrecipient or subcontractor. 44206070041, United Way of Denton County, Inc.Page 8 of 31 DocuSign Envelope ID: 0392392D-DEC5-+C4E-B9C3-02EEFF252B74 SECTION 15.INDEPENDENT SUBRECIPIENT AND INDEMNIFICATION It is agreed that Department is contracting with Subrecipient as an independent contractor. Subrecipient agrees to hold the Department harmless and to the extent allowed by law indemnify Department against any disallowed costs or other claims which may be asserted by any third party occurring or in any way incident to, arising out of, or in connection with the services to be performed by Subrecipient under this Contract. SECTION 16.PURCHASE AND PROCUREMENT STANDARDS A.Subrecipient shall comply with 2 CFR Part 200, this Contract, and all applicable federal, state, and local laws, regulations, and ordinances for making procurements under this Contract, and as detailed in Section 6B(2) of this Contract. B.In the use of ESG-CV funds under this Contract, Subrecipient and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as applicable and as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency ("EPA”) at 40 CFR Part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired by the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. SECTION 17.SUBCONTRACTS/SUBGRANTS A.Subrecipient may not subgrant funds awarded under this Contract. Any subcontract for the delivery of services will be subject to monitoring by the Department per Section 24 of this Contract. B. C. Intentionally Left Blank. In no event shall any provision of this Section 17 be construed as relieving Subrecipient of the responsibility for ensuring that the performances rendered under all subcontracts are rendered so as to comply with all of the terms of this Contract. Department maintains the right to monitor and require Subrecipient’s full compliance with the terms of this Contract. SECTION 18. ENVIRONMENTALREVIEW A.Activities are subject to environmental review under 24 CFR Part 58, unless waived under the CARES Act for those temporary emergency shelters that have been determined by State or local health officials to be necessary to prevent the spread of, prepare for, and respond to COVID-19.. The Subrecipient shall supply to the Department all available, relevant information necessary to perform any environmental review required for each property or activity as required by 24 CFR Part 58. B.The Subrecipient or subcontractor may not commit or expend any funds on acquisition, construction, project-based vouchers, or leasing activities that subject to environmental regulations where ESG funds are part of the project (as defined in 24 CFR §58.32), until an environmental review that meets the standards outlined in 24 CFR Part 58 has been reviewed and approved in writing by the Department. SECTION 19. WRiTrEN STANDARDS A. Subrecipient must establish and consistently apply written standards within its program and written standards must contain the required topics listed in 24 CFR 9576.400(e). Subrecipient must provide the Department a copy of the Subrecipient’s written standards. IfSubrecipient changes the written standards 44206070041, United Way of Denton County, Inc. Page 9 of 31 DocuSign Envelope ID: 0392392D-DEC54C4E-B9C3-02EEFF252B74 during the Contract Term, Subrecipient must submit revised standards to the Department before implementation. B.Subrecipient may not require persons or families experiencing homelessness to receive treatment or perform any prerequisite activity or activities as a condition for receiving shelter, housing, or other services under this Contract. C.The written standards must include the expanded definition of At-risk of Homelessness as provided under the CARES Act, which expands the definition to include those individuals or households at or below 50% of Area Median Family Income. D.Subrecipient shall develop and implement procedures to ensure the confidentiality of records pertaining to any individual provided family violence prevention or treatment services under any project assisted under this Contract, and that the address or location of any family violence shelter project assisted will, except with written authorization of the person or persons responsible for the operation of such shelter, not be made public. SECTION 20.MANAGEMENT OF EQUIPMENT AND INVENTORY Subrecipient shall comply with 2 CFR Part 200, and 10 TAC §l.407. SECTION 21. TRAVEL For any travel for which Subrecipient seeks reimbursements under this Contract, Subrecipient shall abide by travel polities that adhere to 2 CFR Part 200 or the State of Texas travel policies for any travel funded by this Contract either directly or indirectly. Subrecipient’s written travel policy shall delineate the rates that Subrecipient shall use in computing the travel and per diem expenses of its board members and employees. SECTION 22.INSURANCE AND BONDING REQUIREMENTS A INSURANCE. Subrecipient shall maintain adequate personal injury and property damage liability insurance. Subrecipient is encouraged to obtain pollution occurrence insurance in addition to the general liability insurance. Generally, regular liability insurance policies do not provide coverage for potential effects of many health and safety measures, such as lead disturbances and other pollution occurrence items. Subrecipient should review existing policies to determine if lead contamination is covered. B.BONDING REQUIREMENTS. Subrecipient shall comply with the bonding requirements in 10 TAC 91.405 and 91.406. SECTION 23. LITIGATION AND CLAIMS Subrecipient shall give Department immediate written notice of any claim or action filed with a court or administrative agency against Subrecipient and arising out of the performance of this Contract or any subcontract hereunder. Subrecipient shall furnish to Department copies of all pertinent papers received by Subrecipient with respect to such action or claim. SECTION 24.TECHNICAL ASSISTANCE AND MONITORING Department may issue technical guidance to explain the rules and provide directions on terms of this Contract. Department or its designee may conduct periodic on or off-site monitoring and evaluation of the efficiency, economy, and efficacy of Subrecipient’s performance of this Contract. Department will advise Subrecipient in writing of any deficiencies noted during such monitoring. Department will provide technical assistance to Subrecipient and will require or suggest changes in Suk>recipient’s program implementation or in Subrecipient’s 44206070041, United Way of Denton County, Inc. Page 10 of 31 DocuSign Envelope ID: 0392392D-DEC54C4E-B9C3-02EEFF252B74 accounting, personnel, procurement, and management procedures in order to correct any deficiencies noted. Department may conduct follow-up visits to review and assess the efforts Subrecipient has made to correct previously noted deficiencies. Department may suspend or terminate this Contract, or invoke other remedies in the event monitoring or other reliable sources reveal material deficiencies in Subrecipient’s performance or if Subrecipient fails to correct any deficiency within the time allowed by federal or state law or regulation or by the terms of this Contract. SECTION 25. LEGAL AUTHORITY A LEGAL AUTHORITy. Subrecipient assures and guarantees that it possesses the legal authority to enter into this Contract, to receive and manage the funds authorized by this Contract, and to perform the services Subrecipient has obligated itself to perform hereunder. The execution, delivery, and performance of this Contract will not violate Subrecipient’s constitutive documents or any requirement to which Subrecipient is subject and represents the legal, valid, and binding agreement of Subrecipient, enforceable in accordance with its terms. B SIGNATURE AUTHORITY. The person signing this Contract on behalf of Subrecipient hereby warrants that he/she has been duly authorized by Subrecipient’s governing board to execute this Contract on behalf of Subrecipient and to validly and legally bind Subrecipient to the terms, provisions and performances herein C TERMINATION. Department shall have the right to terminate this Contract if there is a dispute as to the legal authority of either Subrecipient or the person signing this Contract on behalf of Subrecipient to enter into this Contract or to render performances hereunder. Subrecipient is liable to Department for any money it has received from Department for performance of the provisions of this Contract, if the Department has terminated this Contract for reasons enumerated in this Section 25. D.MERGER; DEFAULT. Subrecipient understands that it shall be an event of default under this Contract, if the Subrecipient liquidates, terminates, dissolves, merges, consolidates or fails to maintain good standing in the State of Texas, and such is not cured prior to causing material harm to Subrecipient’s ability to perform under the terms of this Contract. E NONPROFIT ORGANIZATION. Subrecipient is a private nonprofit charitable organization organized and operated exclusively for exempt purposes set forth in section 501(c)(3) of the Internal Revenue Code, Subrecipient is and will continue to remain duly organized, validly existing and in good standing under the laws governing its creation and existence, and will continue to be duly authorized and qualified to transact any and all applicable business contemplated hereunder in the State of Texas, and possesses and will continue to possess all requisite authority, power, licenses, permits and franchises to conduct its business and to execute, deliver and comply with its obligations under the terms of this Contract, the execution, delivery and performance of which have been or will be duly authorized by all necessary action. SECTION 26. COMPLIANCE WITH LAWS A.FEDERAL, STATE AND LOCAL LAW. Subrecipient shall comply with the McKinney-Vento Homelessness Assistance Act, the federal rules and regulations promulgated under 24 CFR Parts 58, 91, and 576, Title 10, Part 1 of the Texas Administrative Code, and all other applicable federal, state, and local laws and regulations applicable to the performance of this Contract. Subrecipient shall not violate any federal, state, or local laws, stated herein or otherwise, nor commit any illegal activity in the performance of or associated with the performance of this Contract. No funds under this Contract shall be used for any illegal activity or activity that violates any federal, state or local laws. B. DRUG-FREE WORKPLACE ACT OF 1988. The Subrecipient affirms by signing this Contract and the “Certification Regarding Drug-Free Workplace Requirements" attached hereto as Addendum B that it is 44206070041, United Way of Denton County, Inc. Page 11 of 31 DocuSign Envelope ID: 0392392D-DEC5'+C4E-B9C3-02EEFF252B74 implementing the Drug-Free Workplace Act of 1988 (41 U.S.C. §701, et seq) and HUD’s implementing regulations including, without limitation, 2 CFR Parts 182 and 2429. C.LIMITED ENGLISH PROFICIENCY (“LEP”). Subrecipient must provide program applications, forms, and educational materials in English, Spanish, and any appropriate language, based on the needs of the service area and in compliance with the requirements in Executive Order 13166 of August 11, 2000. To ensure compliance, the Subrecipient must take reasonable steps to insure that LEP persons have meaningful access to programs and activities. Meaningful access may entail providing language assistance services, including oral and written translation, where necessary. D LEAD-BASED PAINT. Lead-based paint remediation and disclosure applies to all ESG-CV funded shelters and all housing occupied by participants. The Lead-Based Paint Poisoning Prevention Act (42 U.S.C. §§4821-4846), the Residential Lead-Based Paint Hazard Reduction Act of 1992 (42 U.S.C 994851-4856), and the relevant subparts of the implementing regulations at 24 CFR Part 35, Subparts A, B, H, J, K, M, and R apply to activities under this grant program. The Suk)recipient must also comply with the Lead, Renovation, Repair, and Painting Program Final Rule, 40 CFR Part 745, where applicable. E PROTECTED HEALTH INFORMATION. If Subrecipient collects or receives documentation for disability, medical records or any other medical information in the course of administering the ESG CARES Act Program, Subrecipient shall comply with the Protected Health Information state and federal laws and regulations, as applicable, under 10 TAC 91.24, Chapter 181 of the Texas Health and Safety Code, the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) (Pub.L. 104–191, llO Stat. 1936, enacted August 21, 1996), and the HIPAA Privacy Rules (45 CFR Part 160 and Subparts A and E of 45 CFR Part 164) F INFORMATION SECURITY AND PRIVACY REQUIREMENTS. 1. General. Subrecipient shall comply with the information security and privacy requirements under 10 TAC 91.24 to ensure the security and privacy of Protected Information (as said term is defined under 10 TAC §l.24). Information Security and Privacy Agreement (“ISPA"). Prior to beginning any work under this Contract, Subrecipient shall either (i) have an effective, fully executed ISPA, as required by 10 TAC 91.24, on file with the Department, or (ii) will execute and submit to the Department an ISPA in accordance with instructions found on the Department’s website at the “Information Security and Privacy Agreement" link. VIOLENCE AGAINST WOMEN ACT (“VAWA”). VAWA provides basic protections for applicants and residents receiving rental assistances. Pursuant to 24 CFR §576.409 the “Notice of Occupancy Rights under the Violence Against Women Act” based on HUD form 5380, and the “Certification of Domestic Violence, Dating Violence, Sexual Assault, or Stalking,” HUD form 5382, must be provided by the ESG Subrecipient 10 1.All applicants for short- and medium-term rental assistance at the time of admittance or denial; 2. Program Participants of short- and medium-term rental assistance prior to execution of a Rental Assistance Agreement; 3. Program Participants of short- and medium-term rental assistance with any notification of eviction or notification of termination of assistance; and 4. Program Participants of short- and medium-term rental assistance either during an annual recertification or lease renewal process, whichever is applicable. 44206070041, United Way of Denton County, Inc. Page 12 of 31 DocuSign Envelope ID: 0392392D-DEC54C4E-B9C3-02EEFF252B74 H CONFIDENTIALITY: COMPLIANCE WITH VIOLENCE AGAINST WOMEN ACT. Subrecipient shall develop and implement procedures to ensure the confidentiality of records pertaining to any individual provided family violence prevention or treatment services under any project assisted under this Contract/ and that the address or location of any family violence shelter project assisted will, except with written authorization of the person or persons responsible for the operation of such shelter, not be made public in accordance with 24 CFR 95.2007. I EMERGENCY TRANSFER PLAN. Subrecipient will be required to develop and follow an Emergency Transfer Plan pursuant to 24 CFR 95.2005(e) that will inform Program Participants of the availability of the Emergency Transfer Plan. Within three calendar days after Program Participants request transfers/ Subrecipient will inform Program Participants of their eligibility under their Emergency Transfer Plans, and keep records of all outcomes. J DISPLACED PERSONS. Subrecipient must follow Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. 994201 – 4655) (“URA”) and its implementing regulations at 49 CFR Part 24, Subpart B, and HUD Handbook 1378. K.SECTION 3. If participating in covered activities, Subrecipient if utilizing ESG funds for constructionr renovation, repair, rehabilitation, or conversion of buildings is responsible for compliance with 24 CFR Part 75, referred to as "Section 3," and shall include the requirements of Section 3 in all subcontracts covered by Section 3. Homeless individuals have hiring priority over Section 3 residents. L.PREVENTION OF TRAFFICKING. Subrecipient and its contractors must comply with Section 106(g) of the Trafficking Victims Protection Act of 2000, as amended (22 U.S.C. §7104 et seq.). If Subrecipient or its contractor or subcontractor engages in, or uses labor recruiters, brokers or other agents who engage in any of the prohibited activities under Section 106(g) of the Trafficking Victims Protection Act of 2000, Department may terminate this Contract and Subrecipient hereby agrees and acknowledges that upon termination, Subrecipient's rights to any funds shall be terminated. SECTION 27.PREVENTION OF WASTE, FRAUD. AND ABUSE A.Subrecipient shall establish, maintain, and utilize systems and procedures to prevent, detect, and correct waste, fraud, and abuse in activities funded under this Contract. The systems and procedures shall address possible waste, fraud, and abuse by Subrecipient, its employees, clients, vendors, subcontractors, to the extent they are permitted, and administering agencies. Subrecipient’s internal controls systems and all transactions and other significant events are to be clearly documented, and the documentation is to be readily available for monitoring by Department. B.Subrecipient shall give Department complete access to all of its records, employees, and agents for the purpose of monitoring or investigating the ESG Program. Subrecipient shall immediately notify Department of any discovery of waste, fraud, or abuse. Subrecipient shall fully cooperate with Department's efforts to detect, investigate, and prevent waste, fraud, and abuse. C.Subrecipient may not discriminate against any employee or other person who reports a violation of the terms of this Contract, or of any law or regulation, to Department or to any appropriate law enforcement authority, if the report is made in good faith. SECTION 28 CERTIFICATION REGARDING UNDOCUMENTED WORKERS Pursuant to Chapter 2264 of the Texas Government Code, by execution of this Contract, Subrecipient hereby certifies that Subrecipient, or a branch, division, or department of Subrecipient does not and will not knowingly employ an undocumented worker, where “undocumented worker” means an individual who, at the time of 44206070041, United Way of Denton County, Inc. Page 13 of 31 DocuSign Envelope ID: 0392392D-DEC5-4C4E-B9C3-02EEFF252B74 employment, is not lawfully admitted for permanent residence to the United States or authorized under law to be employed in that manner in the United States. If, after receiving a public subsidy, Subrecipient or a branch, division, or department of Subrecipient is convicted of a violation under 8 U.S.C. §1324a(f), Subrecipient shall repay the public subsidy with interest, at the rate of five percent (5%) per annum, not later than the 120th day after the date the Department notifies Subrecipient of the violation. SECTION 29. coNFLicr OF INTEREST A.Subrecipient shall maintain written standards of conduct governing the performance of its employees engaged in the award and administration of contracts. Failure to maintain written standards of conduct and to follow and enforce the written standards is a condition of default under this Contract and may result in termination of the Contract or deobligation of funds. In addition, the written standards must meet the requirements in 2 CFR §200.318 B.No employee, officer, or agent ofSubrecipient shall participate in the selection, award, or administration of a contract supported by federal funds if a real or apparent conflict of interest would be involved. Such a conflict would arise when the employee, officer, or agent, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of the Parties indicated herein, has a financial or other interest in the firm selected for an award. This also applies to the procurement of goods and services under 24 CFR 99200.317 and 200.318. C.The officers, employees, and agents of the Subrecipient shall neither solicit nor accept gratuities, favors, or anything of monetary value from contractors, or parties to subagreements. Subrecipient may set standards for situations in which the financial interest is not substantial or the gift is an unsolicited item of nominal value. The standards of conduct shall provide for disciplinary actions to be applied for violations of such standards by officers, employees, or agents of the Suk>recipient. D.The provision of any type or amount of ESG assistance may not be conditioned on an individual's or family's acceptance or occupancy of emergency shelter or housing owned by Department, the Subrecipient, or a parent or subsidiary of the Subrecipient. E.No Subrecipient may, with respect to individuals or families occupying housing owned by the Subrecipient, or any parent or subsidiary of the Subrecipient, carry out the initial evaluation required under Section 576.401 of the Federal Regulations or administer homelessness prevention assistance under Section 576.103 of the Federal Regulations. F.Intentionally left blank. SECTION 30. POLITICAL ACTIVITY AND LEGISLATIVE INFLUENCE PROHIBITED A.None of the funds provided under this Contract shall be used for influencing the outcome of any election, or the passage or defeat of any legislative measure. This prohibition shall not be construed to prevent any state official or employee from furnishing to any member of its governing body upon request, or to any other local or state official or employee or to any citizen information in the hands of the employee or official not considered under law to be confidential information. B.No funds provided under this Contract may be used directly or indirectly to hire employees or in any other way fund or support candidates for the legislative, executive, or judicial branches of government, the State of Texas, or the government of the United States. C. None of the funds provided under this Contract shall be used to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any 44206070041, United Way of Denton County, Inc. Page 14 of 31 DocuSign Envelope ID: 0392392D-DEC54CHE-B9C3-02EEFF252B74 Federal contract, grant or any other award governed by the Byrd Anti-Lobbying Amendment (31 U.S.C. §1352) as the Development Owner and each of its tiers have certified by their execution of the “Certification Regarding Lobbying for Contracts, Grants, Loans, and Cooperative Agreements" attached hereto as Addendum A and incorporated herein for all relevant purposes. SECTION 31.NON.DISCRIMINATION. FAIR HOUSING, EQUAL ACCESS AND EQUAL OPPORTUNITY A NON-DISCRIMINATION. A person shall not be excluded from participation in, be denied the benefits of, be subjected to discrimination under, or be denied employment in the administration of or in connection with any program or activity funded in whole or in part with funds made available under this Contract, on the grounds of race, color, religion, sex, national origin, age, disability, political affiliation, belief, sexual orientation or gender identity. B. C. EqUAL ACCESS. Subrecipient agrees to follow the Equal Access to Housing Final Rule [FR 5359-F-02]. EQUAL OPPORTUNITY. Subrecipient and its subcontractors agree to carry out an Equal Employment Opportunity Program in keeping with the principles as provided in President’s Executive Order 11246 of September 24, 1965, as amended, and its implementing regulations at 41 CFR Part 60. D REASONABLE ACCOMMODATIONS AND ACCESSIBLITY. Subrecipient shall operate each program or activity receiving ESG financial assistance so that the program or activity, when viewed in its entirety, is readily accessible and usable by individuals with disabilities. Subrecipient is also required to provide reasonable accommodations for persons with disabilities. E AFFIRMATIVELY FURTHERING FAIR HOUSING. By Subrecipient’s execution of the Contract, Subrecipient agrees to affirmatively further fair housing by using funds in a manner that follows the “State of Texas’ Analysis of Impediments" and will maintain records in this regard. F SUBCONTRACTS. Subrecipient will include the substance of this Section 31 in all subcontracts under this Contract. SECTION 32.coNSTRUcrioN, HABITABILITY, AND ACCESSIBILITY STANDARDS A LOCAL STANDARDS. Subrecipient shall ensure that any building for which ESG amounts are used for renovation, conversion, or major rehabilitation must meet local government safety and sanitation standards and shelter and housing standards as outlined in Section 576.403 of the Federal Regulations unless waived under the CARES Act for those temporary emergency shelters that have been determined by State or local health officials to be necessary to prevent the spread of, prepare for, and respond to COVI D-19 B ACCESSIBILITY STANDARDS. Subrecipient must meet the accessibility standards under (i) Section 504 of the Rehabilitation Act of 1973 (5 U.S.C. 6794) and its implementing regulations at 24 CFR Part 8, (ii) the Fair Housing Act (42 U.S.C. 93601 et seq ) as implemented by HUD at 24 CFR Parts 100-115, 24 CFR 992.250, 24 CFR 992.202 and 24 CFR 95.105(a), (iii) Titles II and III of the Americans with Disabilities Act (42 U.S.C. 9612131-12189; 47 U.S.C. §§155, 201, 218 and 255) as implemented by U. S. Department of Justice at 28 CFR Parts 35 and 36, and (iv) the Equal Opportunity in Housing (Executive Order 11063 as amended by Executive Order 12259) and its implementing regulations at 24 CFR Part 107. C NATIONAL FIRE PROTECTION. None of the funds provided under this Contract may be used in connection with any dwelling unit unless the unit is protected by a hard-wired or battery-operated smoke detector installed in accordance with National Fire Protection Association Standard 74. 44206070041, United Way of Denton County, Inc.Page 15 of 31 DocuSign Envelope ID: 0392392D-DEC5'+C4E-B9C3-02EEFF252B74 SECTION 33.LIMITATION ON ABORTION FUNDING A.Pursuant to Chapter 2272 of the Texas Government Code, to the extent allowed by federal and state law, the Department may not enter into this Contract with an “abortion provider" or an “affiliate” of an abortion provider, as said terms are defined thereunder, if funds under this Contract are appropriated from state or local tax revenue. B.By execution of this Contract, the Subrecipient hereby certifies that, as a condition of receipt of any funds under this Contract from state or local tax revenue, it is eligible to receive said funds, and that it will not utilize said funds in any way contrary to this Section 33 during the Contract Term. SECTION 34.DEBARRED AND SUSPENDED PARTIES By signing this Contract, Subrecipient certifies that neither it nor its current principal employees, board members, agents, or contractors are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any federal department or agency as provided in the Certification Regarding Debarment, Suspension and Other Responsibility Matters attached hereto as Addendum C and incorporated herein for all relevant purposes. The terms “covered transaction", “debarred”, "suspended”, “ineligible”, “lower tier covered transaction", “participant”, “person", “primary covered transaction", “principal”, “proposal”, and "voluntarily excluded", as used in the certification attached as Addendum C, have the meaning set out in the Definitions and Coverage sections of rules implementing Executive Order 12549. Subrecipient also certifies that it will not award any funds provided by this Contract to any person who is proposed for debarment under 48 CFR Part 9, subpart 9.4 or that is debarred, suspended, or otherwise excluded from or ineligible for participation in federal assistance programs under Executive Order 12549. Subrecipient agrees that, prior to entering into any agreement with a potential subcontractors procured by Subrecipient, that the verification process to comply with this requirement will be accomplished by checking the System for Award Management ("SAM") at www.sam.gov and including a copy of the results in its project files. After said verification, Subrecipient may decide the frequency by which it determines the eligibility of its subcontractors during the term of the subcontractor’s agreement. Subrecipient may subsequently rely upon a certification of a subcontractor that is not proposed for debarment under 48 CFR Part 9, subpart 9.4, debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless Subrecipient knows that the certification is erroneous. Failure of Subrecipient to furnish the certification attached hereto as Addendum C or an explanation of why it cannot provide said certification shall disqualify Subrecipient from participation under this Contract. The certification or explanation will be considered in connection with the Department’s determination whether to continue with this Contract. Subrecipient shall provide immediate written notice to Department if at any time Subrecipient learns that the certification was erroneous when submitted or has become erroneous by reason of changed circumstances. Subrecipient further agrees by executing this Contract that it will include the certification provision titled “Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusive- Subcontracts," as set out in Addendum C, without modification, and this language under this Section 34, in all its subawards. SECTION 35. SPECIAL CONDITIONS A DIRECT DEPOSIT AUTHORIZATION. Department shall not release any funds under this Contract until Department has received a properly completed Direct Deposit Authorization form from Subrecipient and all Contract start-up documentation required by the Department. B RECAPTURE OF FUNDS. Intentionally left blank. C USE RESTRICTION PERIOD. Subrecipient shall ensure that any building rehabilitated with funds provided under this Contract is maintained as a shelter for the homeless for not less than a three (3)-year period or for not less than a ten (10)-year period if such funds are used for major rehabilitation or conversion of the building. The applicable period shall be calculated in accordance with 24 CFR 9576.103(c), unless utilized 44206070041, United Way of Denton County, Inc. Page 16 of 31 DocuSign Envelope ID: 0392392D-DEC5-+C4E-B9C3-02EEFF252B74 for the provision of temporary emergency shelters (though leasing of existing property, temporary structures, or other means) to prevent the spread of, prepare for, and respond to COVID-19, as approved by the Department in accordance with Section 9 E. of this contract. D E DRUG AND ALCOHOL POLICY. Subrecipient shall administer, in good faith, a policy designed to ensure that its homeless facility is free from the illegal use, possession, or distribution of drugs or alcohol. PARTICIPATION OF HOMELESS INDIVIDUALS AND FAMILIES. Subrecipient shall, to the maximum extent practicable, involve, through employment, volunteer services, or otherwise, homeless individuals and families in constructing, renovation, maintaining, and operating facilities assisted under this Contract, in providing services assisted under this Contract, and in providing services for occupants of facilities assisted under this Contract. F. ELIGIBILITY CONDITIONS FOR YOUTH 1. Notwithstanding any contrary requirements under the McKinney-Vento Homeless Assistance Act or 24 CFR Part 576, youth aged 24 and under seeking assistance (including shelter, services, or rental assistance) shall not be required to provide third party documentation that they meet the homeless definition in 24 CFR 9578.3 as a condition for receiving assistance. 2. Unaccompanied youth aged 24 and under, or families headed by youth aged 24 and under who have an unsafe primary nighttime residence and no safe alternative to that residence shall be considered homeless for purposes of assistance provided by any private nonprofit organization whose primary mission is to provide services to youth aged 24 and under and families headed by youth aged 24 and under. G HUD REGULATORY WAIVERS 1 HMIS Lead Activities. As a result of the COVID-19 pandemic, HUD expanded eligible uses of HMIS. HUD waived 24 CFR §576.107(a)(2) which authorizes use of ESG funds for managing and operating the HMIS database if the recipient is the HMIS lead agency, and 24 CFR 9576.107(b) to expand allowable costs to include activities for HMIS lead agencies. This waiver allows Subrecipient to use ESG funding for the provisions in 24 CFR §576.107(a)(2) and (b), even if the Subrecipient is not an HMIS lead agency. This waiver and these alternative requirements provide additional flexibility beyond the waiver extended to ESG-CV funds on May 22, 2020 by permitting ESG recipients who are not also HMIS Leads to pay for the costs eligible at 24 CFR 9576.107(b) and lifting the 6-month limit on the waiver so that this flexibility applies throughout the period the subrecipient uses funds to prevent, prepare for, and respond to coronavirus. The waiver of 24 CFR §576.107(a)(2) to expand HMIS eligible activities will be in effect from May 22, 2020, to the end of the Contract Term, and waiver to 24 CFR 9576.107(b) to expand HMIS costs will be in effect from September 1, 2020, to the end of the Contract Term. 2 Rental Assistance. HUD waived 24 CFR§576.106(a)(2), where medium-rent is defined as “for more than 3 months but not more than 24 months of rent” and established an alternative requirement where medium-term is established as for more than 3 months, but not more than 12 months. Up to an additional six months of rental arrears and fees on those arrears is eligible, and does not count toward the 12 months of rental assistance. This waiver applies from September 1, 2020, to the end of the Contract Term. 3. Re-evaluations for Homelessness Prevention. As a result of the COVID-19 pandemic, HUD changed re-evaluations from three to six months for homelessness prevention. HUD waived 24 CFR 9576.401(b) which requires a re-evaluation of the Program Participant’s eligibility and the 44206070041, United Way of Denton County, Inc. Page 17 of 31 DocuSign Envelope ID: 0392392D-DEC54C4E-B9C3-02EEFF252B74 types/amounts of assistance to occur not less than once every three months. With the waiver, re- evaluations for homelessness prevention will be required not less than once every six months. Waiving three-month re-evaluation requirement for homelessness prevention assistance is necessary to help Program Participants remain stable in housing during the economic uncertainty caused by COVID-19. This waiver applies from April 5, 2020, to March 31, 2022. 4.Housing Stability Case Management. HUD waived 24 CFR 9567.401(e)(1), which requires Program Participants to meet with a case manager not less than once per month, unless the Violence Against Women Act of 1994 or Family Violence Prevention and Services Act prohibits the shelter or housing being conditional on the Program Participant’s acceptance of services. This waiver is in effect from April 5, 2020, through the end of the Contract Term. 5 Short-Term and Medium-Term Rental Assistance. As a result of the COVID-19 pandemic, HUD waived the Fair Market Rent (FMR) requirement. HUD waived 24 CFR §576.106(d), which requires total gross rent to be equal or less than the FMR established by HUD, so long as the rent complies with HUD’s standards of rent reasonableness, as established under 24 CFR 9982.507. Moving people into permanent housing is especially critical to prevent the spread of COVID-19, and this waiver will assist providers to more quickly locate additional units to house persons experiencing homelessness. The rent reasonableness standard still applies. The FMR requirement is waived from April 5, 2020, through the end of the Contract Term. 6.Helping current ESG Program Participants Maintain Housing. In order to ensure current program participants receiving homelessness prevention and rapid re-housing assistance do not lose their housing during the coronavirus public health crisis and the subsequent economic downturn caused by the crisis, the requirements in 24 CFR 9576.105(c) and 9576.106(a) are waived and alternative requirements are established as follows: (a) The requirement at 24 CFR 9576.105(c) limiting the total period of time for which any program participant may receive the services under paragraph (b) to 24 months during any 3-year period is waived solely for those program participants who reach their 24- month maximum assistance during the period beginning on the presumed start of this crisis, January 21, 2020 – the date the first confirmed case was reported in the United States, and ending February 28, 2021, provided that the services are only extended for these program participants for up to a maximum of an additional six months; and (b) The requirement at 24 CFR 9576.106(a) limiting the total number of months a program participant can receive rental assistance to 24 months in a 3-year period is waived solely for those program participants who reach their 24-month maximum during the period beginning on the presumed start of this crisis, January 21, 2020 – the date the first confirmed case was reported in the United States, and ending February 28, 2021, provided that the rental assistance is only extended for these program participants for up to a maximum of an additional six months. 7. Coordination With Other Targeted Homeless Services. To ensure funds are deployed quickly to address the immediate public health crisis and prevent the spread of coronavirus, the coordination requirements at 24 CFR 9576.400(b) are waived from September 1, 2020 to the end of the Contract Term. 8. System and Program Coordination with Mainstream Resources. To ensure funds are deployed quickly to address the immediate public health crisis and prevent the spread of coronavirus, the coordination requirements at 24 CFR §576.400(c) are waived from September 1, 2020, to the end of the Contract Term. 44206070041, United Way of Denton County, Inc. Page 18 of 31 DocuSign Envelope ID: 0392392D-DEC5JIC4E-B9C3-02EEFF252B74 H INAPPLICABILITY OF RULES AND DEPARTMENT WAIVERS 1. Because these funds were not made out of the annual allocation, and were not awarded by local competition or NOFA, 10 TAC 967.33-7.34, §7.36-40, and 97.41(a) and (f), do not apply to this Contract. 10 TAC 97.43(b) is not applicable because ESG-CV funding does not require match. 2.On May 21, 2020, the Department’s Governing Board waived for limited temporary shelter activities 10 TAC 97.3(a)-(c), (e) [only for the requirement for the individual who will be executing a LURA] and (f) [all provisions except the Accessibility Standards], 10 TAC §7.32(c) for limited temporary shelter activities (as further described in this Contract and the Notice) through the earlier of the end of the Contract Term or January 31, 2022. 3. On May 21, 2020, the Department’s Governing Board waived 10 TAC 97.32(i) for the limited purpose of allowing HMIS funds to be expended under 24 CFR 9576.107(a)(2) until September 30, 2020 or other date allowed by HUD. 4.Through the authority of 10 TAC 91.5, the Department’s Executive Director waived the following sections of 10 TAC for the limited purpose of alignment with the HUD Notice 20-08 and effective September 1, 2020, to the earlier of the expiration date described in the Notice or the end of the Contract Term: §7.32(b) to allow contracts with only HMIS funds; 97.32(f) to allow expanded activities for street outreach; §7.32(g) to allow expanded activities for shelters; §7.32(h) to allow expanded activities through rapid re-housing and homelessness prevention; and 97.32(i) to allow expanded activities through HMIS;; and 97.42(e) to allow temporary shelters as described in the Notice to use the waiver for shelter standards. 1.EXTENSION OF WAIVERS. If as a result of the COVID-19 pandemic, HUD or the Department extends the time period for the above mentioned HUD Regulatory waivers or Department Waivers, and there are no substantive changes associated with said waiver, the Department may allow use of the waivers for the extended time period without the requirement of a written amendment hereto. In such an event, however, Subrecipient should retain any written correspondence from the Department regarding said extension of the COVID-19 related waivers. J ACTIVITIES AUTHORIZED UNDER THE NOTICE. Subrecipient may not utilize these funds for the activities described in the Notice, Section III Part E Subsection 3 titled Additional Eligible Activities, without prior written authorization from the Department. Such written authorization may be given to Subrecipient for some or all of the activities without the requirement of written amendment hereto, unless such activities would necessitate an amendment to Exhibit A or other provision in this Contract. Subrecipient should retain any written correspondence from the Department authorizing expenditures for said activities. K.BOARD CONDITIONS. Intentionally deleted. SECTION 36. NO WAIVER OF REMEDIES Any right or remedy given to Department by this Contract shall not preclude the existence of any other right or remedy; neither shall any action taken in the exercise of any right or remedy be deemed a waiver of any other right or remedy. The failure of Department to exercise any right or remedy on any occasion shall not constitute a waiver of Department's right to exercise that or any other right or remedy at a later time. SECTION 37. ORAL AND WRITIEN AGREEMENTS A. All oral and written agreements between the parties to this Contract relating to the subject matter of this Contract have been reduced to writing and are contained in this Contract. 44206070041, United Way of Denton County, Inc. Page 19 of 31 DocuSign Envelope ID: 0392392D-DEC5'+C4E-B9C3-02EEFF252B74 B.The attachments enumerated and denominated below are a part of this Contract and constitute promised performances under this Contract: 1 2 3 4 Addendum A – Certification Regarding Lobbying for Contracts, Grants, Loans, and Cooperative Agreements Addendum B – Certification Regarding Drug-Free Workplace Requirements Addendum C – Certification Regarding Debarment, Suspension and Other Responsibility Matter Exhibit A – Budget and Performance Statement SECTION 38. SEVERABILITY If any section or provision of this Contract is held to be invalid or unenforceable by a court or an administrative tribunal of competent jurisdiction, the remainder shall remain valid and binding. SECTION 39. COPYRIGHT Subrecipient may copyright materials developed in the performance of this Contract or with funds expended under this Contract. If copyrighted materials are developed under this Contract, the Department and HUD shall each have a royalty-free, nonexclusive, and irrevocable right to reproduce, publish, or otherwise use, and to authorize others to use, the copyrighted work for government purposes. SECTION 40. USE OF ALCOHOLIC BEVERAGES Funds provided under this Contract may not be used for the payment of salaries to any Subrecipient’s employees who use alcoholic beverages while on active duty, for travel expenses expended for alcoholic beverages, or for the purchase of alcoholic beverages. SECTION 41.FAITH BASED AND SECrARIAN ACTIVITY Funds provided under this Contract may not be used for sectarian or explicitly religious activities such as worship, religious instruction or proselytization, and must be for the benefit of persons regardless of religious affiliation. Subrecipient shall comply with the regulations promulgated at 24 CFR 9576.406. SECTION 42. FORCE MA,IURE If the obligations are delayed by the following, an equitable adjustment will be made for delay or failure to perform hereunder: A.Any of the following events: (i) catastrophic weather conditions or other extraordinary elements of nature or acts of God; (ii) acts of war (declared or undeclared), (iii) acts of terrorism, insurrection, riots, civil disorders, rebellion or sabotage; and (iv) quarantines, disease pandemics, embargoes and other similar unusual actions of federal, provincial, local or foreign Governmental Authorities; and B The non-performing party is without fault in causing or failing to prevent the occurrence of such event, and such occurrence could not have been circumvented by reasonable precautions and could not have been prevented or circumvented through the use of commercially reasonable alternative sources, workaround plans or other means. 44206070041, United Way of Denton County, Inc.Page 20 of 31 DocuSign Envelope ID: 0392392D-DEC54C4E-B9C3-02EEFF252B74 SECTION 43. ALTERNATIVE DISPUTE RESOLUTION In accordance with Section 2306.082 of the Texas Government Code, it is the Department’s policy to encourage the use of appropriate alternative dispute resolution procedures (“ADR”) under the Governmental Dispute Resolution Act and the Negotiated Rulemaking Act (Chapters 2009 and 2006 respectively, Texas Government Code), to assist in the fair and expeditious resolution of internal and external disputes involving the Department and the use of negotiated rulemaking procedures for the adoption of Department rules. As described in Chapter 154, Civil Practices and Remedies Code, ADR procedures include mediation. Except as prohibited by Department’s ex parte communications policy, Department encourages informal communications between Department staff and the Subrecipient, to exchange information and informally resolve disputes. Department also has administrative appeals processes to fairly and expeditiously resolve disputes. If at any time the Subrecipient would like to engage Department in an ADR procedure, the Subrecipient may send a proposal to Department’s Dispute Resolution Coordinator. For additional information on Department’s ADR policy, see Department’s Alternative Dispute Resolution and Negotiated Rulemaking at 10 TAC §l.17. SECTION 44. TIME IS OF THE ESSENCE Time is of the essence with respect to Subrecipient’s compliance with all covenants, agreements, terms and conditions of this Contract. SECTION 45.COUNTERPARTS AND FACSIMILE SIGNATURES This Contract may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signed signature pages may be transmitted by facsimile or other electronic transmission, and any such signature shall have the same legal effect as an original. SECTION 46. NUMBER. GENDER Unless the context requires otherwise, the words of the masculine gender shall include the feminine, and singular words shall include the plural. SECTION 47. NOTICE A If a notice is provided concerning this Contract, notice may be given at the following (herein referred to as "Notice Address”): As to Department: TEXAS DEPARTMENT OF HOUSING AND COIVllVIUNITY AFFAIRS P. O. Box 13941 Austin, Texas 78711-3941 Attention: Abigail Versyp, Director of Single Family and Homeless Programs Division Telephone: (512) 475-0908 Fax: (512) 475-1391 abigail.versyp@tdhca .state.tx.us As to Subrecipient: United Way of Denton County, Inc. 1314 Teasley Lane Denton, Texas 76205 Attention: Gary Henderson, President and CEO 44206070041, United Way of Denton County, Inc.Page 21 of 31 DocuSign Envelope ID: 0392392D-DEC54C4E-B9C3-02EEFF252B74 Telephone: (940) 566-5851 Gary@unitedwaydenton.org B.All notices or other communications hereunder shall be deemed given when delivered, mailed by overnight service, or five days after mailing by certified or registered mail, postage prepaid, return receipt requested, addressed to the appropriate Notice Address as defined in the above Subsection A of this Section 47. SEcrioN 48. ASSIGNMENT This Contract is made by Department to Subrecipient only. Accordingly, it is not assignable without the written consent and agreement of Department, which consent may be withheld in Department's sole discretion. SECTION 49. VENUE AND JURISDICTION This Contract shall be construed under and in accordance with the laws of the State of Texas. Venue for any litigation regarding this Contract shall be fixed in any court of competent jurisdiction in Travis County, Texas; provided, however, the foregoing shall not be construed as a waiver by either party of sovereign immunity, official immunity or any other immunity or defense provided by law. EXECUTED to be effective on January 14, 2021. SUBRECIPIENT: United Way of Denton County, Inc., a Texas nonprofit corporation DocuSignod by: ,y: [ AnI awAyuk Name: (=;?=Fi;6agF;gtI Title: President and CEO Date. 1/22/2021 1 1: 54: 31 PM PST THIS CONTRACr IS NOT EFFECTIVE UNLESS SIGNED BY THE EXECUTIVE DIRECTOR OF THE TEXAS DEPARTMENT OF HOUSING AND COMMUNITY AFFAIRS, OR HIS/HER AUTHORIZED DESIGNEE. DEPARTMENT: TEXAS DEPARTMENT OF HOUSING AND COMMUNITY AFFAIRS, a public and official agency of the State of Texas Name: Abigail Verysp Title: Its duly authorized officer or representative _ 1/25/2021 1 8,49,11 AM CSTDate: 44206070041, United Way of Denton County, Inc. Page 22 of 31 DocuSign Envelope ID: 0392392D-DEC54C4E-B9C3-02EEFF252B74 TEXAS DEPARTMENT OF HOUSING AND COMMUNITY AFFAIRS EMERGENCY SOLUTIONS GRANTS PROGRAM (ESG) and Coronavirus Aid, Relief, and Economic Security Act (CARES Act) CONTRACr NUMBER 44206070041 WITH United Way of Denton County, Inc., A TEXAS NONPROFIT CORPORATION ADDENDUM A CERTIFICATION REGARDING LOBBYING FOR CONTRACTS, GRANTS, LOANS, AND COOPERATIVE AGREEMENTS The undersigned certifies, to the best of its knowledge and belief, that: 1.No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment or modification of any Federal contract, grant, loan, or cooperative agreement. 2.If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit standard form -LLL, "Disclosure Form to Report Lobbying", in accordance with its instructions. 3. The undersigned shall require that the language of this certification be included in the award documents for all sub-awards at all tiers (including subcontracts and contracts under grants, loans, and cooperative agreements) shall certify and disclose accordingly. This certification is material representation of fact on which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U. S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Statement for Loan Guarantees and Loan Insurance The undersigned states, to the best of its knowledge and belief, that: If any funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this commitment providing for the United States to insure or guarantee a loan, the undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions. Submission of this statement is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required statement shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. 44206070041, United Way of Denton County, Inc. Page 23 of 31 DocuSign Envelope ID: 0392392D-DEC54C4E-B9C3-02EEFF252B74 United Way of Denton County, Inc., a Texas nonprofit corporation By: Name: Gary Henderson Title: President and CEO 1/22/2021 1 1: 54: 31 PM PSTDate: 44206070041, United Way of Denton County, Inc.Page 24 of 31 DocuSign Envelope ID: 0392392D-DEC54C4E-B9C3-02EEFF252B74 TEXAS DEPARTMENT OF HOUSING AND COMMUNITY AFFAIRS EMERGENCY SOLUTIONS GRANTS PROGRAM (ESG) AND CORONAVIRUS AID, RELIEF, AND ECONOMIC SECURITY ACT (CARES ACT) CONTRACr NUMBER 44206070041 WITH United Way of Denton County, Inc., A TEXAS NONPROFIT CORPORATION ADDENDUIVI B CERTIFICATION REGARDING DRUG-FREE WORKPLACE REQUEREIVIENTS This certification is required by the regulations implementing the Drug-Free Workplace Act of 1988: 45 CFR Part 76, Subpart, F. Sections 76.630(c) and (d)(2) and 76.645 (a)(1) and (b) provide that a Federal agency may designate a central receipt point for STATE-WIDE AND STATE AGENCY-WIDE certifications, and for notification of criminal drug convictions. For the Department of Health and Human Services, the central point is: Division of Grants Management and Oversight, Office of Management and Acquisition, Department of Health and Human Services, Room 517-D, 200 Independence Avenue, SW Washington, DC 20201. The undersigned certifies that it will or will continue to provide a drug-free workplace by: (a) Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the grantee’s workplace and specifying the actions that will be taken against employees for violation of such prohibition; (b) Establishing an ongoing drug-free awareness program to inform employees about- (1) The dangers of drug abuse in the workplace; (2) The grantee’s policy of maintaining a drug-free workplace; (3) Any available drug counseling, rehabilitation, and employee assistance programs; and (4) The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace; (c) Making it a requirement that each employee to be engaged in the performance of the grant be given a copy of the statement required by paragraph (a); (d) Notifying the employee in the statement required by paragraph (a) that, as a condition of employment under the grant, the employee will: (1) Abide by the terms of the statement; and (2) Notify the employer in writing of his or her conviction for a violation of a criminal drug statute occurring in the workplace no later than five (5) calendar days after such conviction; (e) Notifying the agency in writing, within 10 calendar days after receiving notice under paragraph (d)(2) from an employee or otherwise receiving actual notice of such conviction. Employers of convicted employees must provide notice, including position title, to every grant officer or other designee on whose grant activity the convicted employee was working, unless the Federal agency has designated a central point for the receipt of such notices. Notice shall include the identification number(s) of each affected grant; (f) Taking one of the following actions, within 30 calendar days of receiving notice under paragraph (d)(2), with respect to any employee who is so convicted- (1) Taking appropriate personnel action against such an employee, up to and including termination, consistent with the requirements of the Rehabilitation Act of 1973, as amended; or 44206070041, United Way of Denton County, Inc.Page 25 of 31 DocuSign Envelope ID: 0392392D-DEC54C4E-B9C3-02EEFF252B74 (2) Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health, law enforcement, or other appropriate agency; (g) Making a good faith effort to continue to maintain a drug-free workplace through implementation of paragraphs (a), (b), (c), (d), (e) and (f). Place(s) of Performance [site(s) for the performance of work done in connection with the specific grant] (include street address, city, county, state, zip code): 1 2 3 4 Workplace identifications must include the actual address of buildings (or parts of buildings) or other sites where work under the grant takes place. Categorical descriptions may be used (e.g., all vehicles of a mass transit authority or State highway department while in operation, State employees in each local unemployment office, performers in concert halls or radio studios). If Subrecipient does not identify the workplaces at the time of application, or upon award, if there is no application, the Subrecipient must keep the identity of the workplace(s) on file in its office and make the information available for Federal inspection. Failure to identify all known workplaces constitutes a violation of the Subrecipient’s drug-free workplace requirements. This certification is a material representation of fact upon which reliance is placed when the Department awards the grant. If it is later determined that Subrecipient knowingly rendered a false certification, or otherwise violates the requirements of the Drug-Free Workplace Act, Department, in addition to any other remedies available to the Federal Government, may take action authorized under the Drug-Free Workplace Act. United Way of Denton County, Inc., a Texas nonprofit corporation [knuSigned by: £an1 €tuhhr9t&By: Name: Gary Henderson Title: President and CEO Date: 1/22/2021 1: 54: 31 PM PST 44206070041, United Way of Denton County, Inc.Page 26 of 31 DocuSign Envelope ID: 0392392D-DEC54C4E-B9C3-02EEFF252B74 TEXAS DEPARTMENT OF HOUSING AND COMMUNITY AFFAIRS EMERGENCY SOLUTIONS GRANTS PROGRAM (ESG) AND CORONAVIRUS AID, RELIEF, AND ECONOMIC SECURITY Acr (CARES ACT) CONTRACr NUMBER 44206070041 WITH United Way of Denton County, Inc., A TEXAS NONPROFIT CORPORATION ADDENDUM C CERTIFICATION REGARDING DEBARIVIENT, SUSPENSION AND OTHER RESPONSIBILITY MIATrERS The undersigned certifies, to the best of its knowledge and belief, that it and its principals: (a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any Federal department or agency; (b) Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; (c) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this certification; (d) Have not within a three-year period preceding this application/proposal had one or more public transactions (Federal, State or local) terminated for cause or default; and (e) Will submit to the Department information about each proceeding that occurs during this Contract Term or during the recordkeeping period that: (1) is in connection with this award; (2) Reached its final disposition during the most recent five year period; and (3) is one of the following: 1. 11. 111. iv. A criminal proceeding that resulted in a conviction, as defined below; A civil proceeding that resulted in a finding of fault and liability and payment of a monetary fine, penalty, reimbursement, restitution, or damages of $5,000 or more; An administrative proceeding, as defined below, that resulted in a finding of fault and liability and your payment of either a monetary fine or penalty of $5,000 or more or reimbursement, restitution, or damage in excess of $100,000; or Any other criminal, civil, or administrative proceeding if: 1. It could have led to an outcome described in this section (e) paragraph (3), items (i) – (iii) of this award term and condition; 2. It had a different disposition arrived at by consent or compromise with an acknowledgment of fault on your part; and 44206070041, United Way of Denton County, Inc. Page 27 of 31 DocuSign Envelope ID: 0392392D-DEC54C4E-B9C3-02EEFF252B74 3. The requirement in this award term and condition to disclose information about the proceeding does not conflict with applicable laws and regulations. (4) For purposes of section (e) of this certification the following definitions apply: i.An "administrative proceeding" means a non-judicial process that is adjudicatory in nature in order to make a determination of fault or liability (e.g., Securities and Exchange Commission Administrative proceedings, Civilian Board of Contract Appeals proceedings, and Armed Services Board of Contract Appeals proceedings). This includes proceedings at the Federal and State level but only in connection with performance of a Federal contract or grant. It does not include audits, site visits, corrective plans, or inspection of deliverables. A “conviction", for purposes of this award term and condition, means a judgment or conviction of a criminal offense by any court of competent jurisdiction, whether entered upon a verdict or a plea, and includes a conviction entered upon a plea of nolo contendere. ii. Where the undersigned Subrecipient is unable to certify to any of the statements in this certification, such Subrecipient shall attach an explanation of why it cannot provide said certification to this Contract. The undersigned Subrecipient further agrees and certifies that it will include the below clause titled “Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Subcontracts/Lower Tier Covered Transaction,” without modification, in all subcontracts and in all solicitations for subcontracts: “CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILIW AND VOLUNTARY EXCLUSION - suBCONTRAcrs/ LOWER TIER COVERED TRANSACriONS (1) The prospective lower tier participant/subcontractor certifies, by submission of this proposal, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. (2) Where the prospective lower tier participant/subcontractor is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal LOWER TIER PARTICIPANT/ suBcoNTRAcroR: Entity Name, Entity Type By, Signature Authority Name, Title Date: This certification is a material representation of fact upon which reliance is placed when the Department awards the grant. If it is later determined that Subrecipient knowingly rendered an erroneous certification, in addition to any other remedies available to the Federal Government, the Department may terminate this Contract for cause or default. 44206070041, United Way of Denton County, Inc.Page 28 of 31 DocuSign Envelope ID: 0392392D-DEC5-iC4E-B9C3-02EEFF252B74 SUBRECIPIENT: United Way of Denton County, Inc., a Texas nonprofit corporation DocuSlgned by: ,„: I *“' '*''~/““" Name: Gaiy'F:ZigEL ii Title: President and CEO Date:1/22/2021 1 1: 54: 31 PM PST 44206070041, United Way of Denton County, Inc.Page 29 of 31 DocuSign Envelope ID: 0392392D-DEC54C4E-B9C3-02EEFF252B74 TEXAS DEPARTMENT OF HOUSING AND COMMUNITY AFFAIRS EMERGENCY SOLUTIONS GRANTS PROGRAM (ESG) AND CORONAVIRUS AID, RELIEF, AND ECONOMIC SECURITY Acr (CARES ACT) CONTRACr NUMBER 44206070041 WITH United Way of Denton County, Inc., A TEXAS NONPROFIT CORPORATION EXHIBIT A BUDGET AND PERFORIVIANCE STATEIVIENT Subrecipient shall carry out the following activities identified herein by implementing an Emergency Solutions Grants Program and CARES Act program in accordance with the Federal Act and its implementing rules under the CARES Act, Federal Regulations, and ESG State Rules. Close-Out Process:Ends forty-five (45) calendar days after the Contract Term Contract Term: January 14, 2021 – March 31, 2022 Service Area: Denton County FINANCIAL EXPENDITURE REQUIREMENTS: A. To assure the timely and appropriate use of ESG-CV funds, the Department has established the following expenditure benchmarks. The Department will review Subrecipient performance in expending program funds on a quarterly basis. Funds may only be obligated and expended during the current Contract Term, and reported during the Close-Out Process. Subrecipient is advised that failure to expend funding according to the expenditure schedule during the Contract Term may result in deobligation of funding up to the expenditure benchmark or affect future funding opportunities. B.Subrecipient must follow the following expenditure schedule as stated herein: 1.Contract 50% expended as provided in the Budget by October 31, 2021 2. Contract 100% expended as provided in the Budget by the end of the Contract Term March 31, 2022 C. INTENTIONALLY LEFT BLANK. D. BUDGET DESCRIPTION. The Contract budget outlined in this Exhibit A to the Contract includes itemization of funds for each component. E BUDGET Budget Categories Administration Data Collection (HMIS) Homeless Prevention Rapid Re-housing Total 44206070041, United Way of Denton County, Inc. Budget $156,136.00 $12,600.00 $2,569,597.00 $562,000.00 (;$3,300,333.00 Page 30 of 31 DocuSign Envelope ID: 0392392D-DEC5J+C4E-B9C3-02EEFF252B74 F. G INDIRECT COST RATE. Subrecipient will not utilize an indirect cost rate. BUDGET AMENDMENTS. 1.Funds budgeted may be amended by moving funding from one component to another. Requests to amend the budget must be submitted in writing to the Department. Requests to move funds to Emergency Shelter or Street Outreach will only be considered if any ESG CARES first or second allocation funds are returned or made available, and are reallocated at the discretion and authority of the Department’s Executive Director or designee. Amendment requests received after the expiration of the Contract Term may not be granted. 2. Administrative funds shall not exceed 5% of the amount of the budget for Program Participant components. 44206070041, United Way of Denton County, Inc.Page 31 of 31