DEVELOPER AGREEMENT BETWEEN THE CITY OF CARTERSVILLE AND BARTOW AREA FOR HABITAT FOR HUMANITY, INC. FOR NORTH TOWNE/MLK AFFORDABLE HOUSING PARTNERSHIP

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1 DEVELOPER AGREEMENT BETWEEN THE CITY OF CARTERSVILLE AND BARTOW AREA FOR HABITAT FOR HUMANITY, INC. FOR NORTH TOWNE/MLK AFFORDABLE HOUSING PARTNERSHIP THIS DEVELOPER AGREEMENT (this Agreement ) is entered this day of, 2010 by and between the City of Cartersville, Georgia, a political subdivision of the State of Georgia (herein called City ) and Bartow Area For Habitat for Humanity, Inc., a Georgia not-for-profit corporation (herein called Habitat Affiliate ). WHEREAS, the Georgia Department of Community Affairs ( DCA ) awarded the City of Cartersville a Supplemental Disaster Recovery Fund Community Development Block Grant for Disaster Recovery ( Grant ) on 18th day of November, WHEREAS, the primary purpose of Grant is to address neighborhood destabilization created by foreclosed-upon homes, the recent water related flooding and dilapidated and vacant residential properties; and WHEREAS, pursuant to that certain DCA Grant dated November 18, 2009, (as the same may be amended from time to time, the Award ), DCA has awarded to City a Grant under said program in the total amount of $745, to be used as follows: Acquisition, demolition, rehabilitation and/or construction of affordable housing. WHEREAS, DCA has published State of Georgia Community Development Block Grant Program Disaster Recovery Funds Recipient s Manual, FY 2009 (the Recipient s Manual (and subsequent amendments ), which sets forth requirements for administration of the Award; and WHEREAS, Habitat Affiliate is a nonprofit organization that builds affordable homes in City of Cartersville and Bartow County, Georgia and sells them to families with incomes at or below 60% of the Area Median Income ( AMI ) ( Qualified Families ) at no profit; and WHEREAS, DCA included funding to Habitat Affiliate under the Grant as provided therein, and requires that this funding be administered through City; and WHEREAS, City has agreed to administer the portion of the Grant funds up to $745, to Habitat Affiliate to fund acquisition, rehabilitation and resale of Grant eligible properties located in the area described on Exhibit 1 attached hereto ( Service Area ), which Habitat Affiliate will then sell to Qualified Families at no profit; and page 1 of 21

2 WHEREAS, City and Habitat Affiliate have entered into that certain Master Loan Agreement of even date herewith, (herein called MLA ) attached hereto as Exhibit 2 and by reference made a part hereof. NOW, THEREFORE, it is agreed between the parties hereto that: I. SCOPE OF SERVICE A. Activities. City hereby engages Habitat Affiliate to perform the responsibilities described in the MLA and this Agreement. Habitat Affiliate will be responsible for undertaking such responsibilities in a manner satisfactory to City and consistent with any standards required as a condition of providing these funds. Habitat Affiliate is engaged as a developer and not as a subrecipient. Such program will include the following activities eligible under Grant (the Activities ): Program Delivery Activity #1 Activity #2 Activity #3 Acquire Vacant, foreclosed and other property and Single Family Units located within the Service Area (the Properties ). Rehabilitate or demolish where necessary and build new residential units on the Properties Sell the Properties to Qualified Families at no profit pursuant to a purchase money mortgage at 0% interest (each, a Mortgage ). Each Activity is an eligible activity under the Grant requirements. Habitat Affiliate shall obtain prior approval from the City prior to acquiring a Housing Unit. If Habitat desires to conduct activities under other Grant Eligible Uses, it shall notify City in advance and comply with the reasonable requirements of City and DCA with respect to such activities. General Administration In addition to the Activities, Habitat Affiliate will perform services of a general administrative nature in support of the Activity, such as selection and screening and approval of Qualified Families. B. Grant Objectives. Habitat Affiliate certifies that not less than 25% ($186,475.00) of total funds made available to Habitat Affiliate ($745,897.00) will be used to benefit individuals and households whose income does not exceed 50 percent of AMI. Habitat Affiliate further agrees that all households assisted with Grant funds are at or below 120% AMI. page 2 of 21

3 C. Levels of Accomplishment Goals and Performance Measures. Habitat Affiliate agrees to provide the following levels of program services by the dates set forth below, as such dates may be extended by City: Activity Completion Date Obligate entire amount of Loan November 18, 2011 Acquire not less than 4 Properties. November 18, 2011 Rehabilitate/Build up to 6 Properties November 18, 2011 Sell 6 Properties to Qualified Families November 18, 2011 Timely completion of the work specified in this Agreement is an integral and essential part of performance. The obligation and expenditure of Grant funds is subject to Federal deadlines and could result in the loss of the Grant funds. By the acceptance and execution of this Agreement, it is understood and agreed by Habitat Affiliate that the project will be completed as expeditiously as possible and that Habitat Affiliate will make every effort to ensure that the project will proceed and will not be delayed. Failure to meet these deadlines may result in cancellation of this Agreement and the revocation of GRANT funds. The City may extend the date the property may be sold by, upon request by Habitat Affilate, in the City s sole discretion. D. Staffing. Habitat Affiliate will utilize both paid staff and volunteers in implementing the Activities. E. Performance Monitoring. City will monitor the performance of Habitat Affiliate against goals and performance standards as stated above. Substandard performance as determined by City will constitute noncompliance with this Agreement. If action to correct such substandard performance is not taken by Habitat Affiliate within a reasonable period of time after being notified by City, contract suspension or termination procedures may be initiated. II. AGREEMENT TERM This Agreement shall commence on the date indicated above herein and, except as otherwise provided herein, shall remain in effect until (a) November 18, 2011 or (b) such earlier date on which Habitat Affiliate completes all obligations required to be performed by it hereunder. III. PAYMENT A. Maximum Grant Amount. It is expressly agreed and understood that the total amount to be disbursed by City under this Agreement shall be limited to the funds approved and advanced by DCA and in no event shall the disbursed funds exceed $745, or such larger amount as DCA may allocate under the terms of this Agreement. page 3 of 21

4 B. Project Administration. Habitat Affiliate agrees to administer the project in accordance with the applicable requirements of the Recipient s Manual (and subsequent amendments) and other applicable federal, state, and local laws, ordinances and regulations including the requirements set forth in the DCA Grant #09DRI-X attached hereto as Exhibit 3 and by reference made a part hereof. Habitat Affiliate shall perform all acts with responsibility to DCA in the same manner as DCA is required to perform all acts with responsibility to the Federal government. The scope of activities to be performed, pursuant to this Agreement, will be governed by, and limited to, the following: 1. Habitat Affiliate may not request disbursement of funds under this Agreement until the funds are needed for payment of eligible costs. The amount of each request must be limited to eligible costs as determined by DCA. 2. City shall provide Grant funds to Habitat Affiliate, as either an advance or a reimbursement, for property documented and eligible costs that DCA determines to be customary and reasonably associated with the project, as follows: a. Costs of acquisition, including purchase price and all usual and customary closing costs. b. Costs of rehabilitation, including supplies, materials, and hiring contractors, subcontractors, and trades necessary to complete the work. All work for which a licensure or certification program exists locally or in the State of Georgia must be carried out by properly licensed or certified individuals. c. Costs of disposition, including title insurance, recording fees and all other usual and customary closing costs. d. Project Delivery Costs. Staff and overhead costs incurred by Habitat Affiliate directly related to carrying out a project and charged to a specific Grant funded project for performance, in accordance with the schedule (to be provided by the Habitat Affilate for each residential unit acquired and/or constructed based on performance activities for a single family house). e. Such other costs as may be approved by DCA (and subject to DCA approval of terms and conditions) including but not limited to: i. If provided by Habitat Affiliate pursuant to its recent qualification as a HUD-approved counseling agent, the reasonable cost of providing homeowner counseling, as contemplated by Section V (G) hereof. page 4 of 21

5 ii. Other such related costs that have the same intent as this Agreement, are eligible for Grant funding, and are pre-approved by DCA f. Costs such as screening potential homebuyers, performing income qualification procedures, preparing required documentation and similar internal indirect functions may be payable only as administrative expenses. C. Draw Procedures. Draw-downs for the payment of eligible expenses shall be made in accordance with performance as specified in Section I in accordance with the requirements and procedures set out in Exhibit 4, the MLA Instructions For Completing Request For Drawdown of Grant Funds For Individual Project. Any funds that are not expended or not expended in accordance with the applicable guidelines or restrictions set forth herein shall be returned promptly to City. D. Environmental Review. Payments are contingent upon environmental review requirements. Upon City s request, Habitat Affiliate will provide to City information necessary to ensure compliance with environmental review requirements. IV. NOTICES Notices required by this Agreement shall be in writing and delivered via mail (postage prepaid), commercial courier, or personal delivery or sent by facsimile or other electronic means. Any notice delivered or sent as aforesaid shall be effective on the date of delivery or sending. All notices and other written communications under this Agreement shall be addressed to the individuals in the capacities indicated below, unless otherwise modified by subsequent written notice. Communication and details concerning this contract shall be directed to the following contract representatives: City Habitat Affiliate Sam Grove, City Manager Robin Hooker, Executive Director City of Cartersville Bartow Area For Habitat for P.O. Box 1390 Humanity Cartersville, Georgia P. O. Box 3392, Telephone: (770) Cartersville, Georgia Fax No: (770) Telephone: (770) Fax No: (770) V. SPECIAL CONDITIONS AND COVENANTS City and Habitat Affiliate understand and affirm that this Agreement is made pursuant to the Grant program and agree to abide by all requirements of that program. page 5 of 21

6 Those requirements are specified in: the Recipient s Manual, as amended and the regulations pertaining to the CDBG program as amended. A. The key Grant requirements applicable to this Agreement are as set out in the Grant attached as Exhibit 4 and the Recipient s Manual. B. Principal Residence. Habitat Affiliate agrees that all Properties acquired, rehabilitated and re-sold by it pursuant to this Agreement will be sold for use as a principal residence (and not as a rental property) and will be used as a principal residence during the Affordability Period. This requirement shall be implemented pursuant to the Declaration of Covenants. C. Properties. Habitat Affiliate agrees that all Properties purchased by it with funds provided pursuant to this Agreement will meet the requirements of the Grant and Recipient s Manual. D. Intentionally Omitted. E. Rehabilitation Standards. Any rehabilitation of a Property with funds provided pursuant to this Agreement shall be to the extent necessary to comply with applicable laws, codes, and other requirements relating to housing safety, quality, and habitability, as outlined in the Recipient s Manual (and subsequent amendments). Rehabilitation may include improvements to increase the energy efficiency or conservation of such Properties or provide a renewable energy source or sources for such Properties. F. Bank Regulator s Guidance. Habitat Affiliate agrees to comply with the bank regulator s guidance for non-traditional mortgages (see Statement on Subprime Mortgage Lending issued by the Office of the Comptroller of the Currency, Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Department of the Treasury, and National Credit Union Administration, available at G. Tenants of Foreclosed-Upon Properties. Habitat Affiliate agrees to comply with the requirements contained in ARRA regarding protections for tenants, if any, of foreclosed-upon properties. H. Repayment. If the requirements contained in paragraphs E - G, above, are violated, Habitat Affiliate shall be required to repay to City all GRANT funds expended with respect to the non-compliant GRANT Property(ies); provided, however, City agrees to provide Habitat Affiliate with notice of any such violation and a ninety (90) day opportunity to cure the violation. For the affordability requirements contained in paragraphs A - C, above, the repayment requirements and cure procedures are set forth in the Declaration of Covenants. VI. GENERAL CONDITIONS page 6 of 21

7 A. General Compliance. Habitat Affiliate agrees to comply with the requirements of federal and state laws and regulations as outlined in the Grant and the Recipient s Manual amended and the procedures related thereto as indicated therein, Part 570 (the U.S. Housing and Urban Development regulations concerning Community Development Block Grants. B. Independent Contractor. Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. Habitat Affiliate shall at all times remain an independent contractor with respect to the services to be performed under this Agreement. City shall be exempt from payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers Compensation Insurance, as Habitat Affiliate is an independent contractor. C. Hold Harmless. Habitat Affiliate shall hold harmless, defend and indemnify City from any and all claims, actions, suits, charges and judgments whatsoever that arise out of Habitat Affiliate s performance or nonperformance of the activities called for in this Agreement. D. Workers Compensation. Habitat Affiliate shall provide Workers Compensation Insurance coverage for all of its employees involved in the performance of this Agreement. E. Insurance & Bonding. Habitat Affiliate shall carry sufficient insurance coverage to protect contract assets from loss due to theft, fraud and/or undue physical damage, and as a minimum shall purchase a blanket fidelity bond covering all employees in an amount equal to cash advances from City. Habitat Affiliate shall comply with the bonding and insurance requirements of 24 CFR and 84.48, Bonding and Insurance. F. City Recognition. Habitat Affiliate shall insure recognition of the role of City in providing services through this Agreement. All activities, facilities and items utilized pursuant to this Agreement shall be prominently labeled as to funding source. In addition, Habitat Affiliate will include a reference to the support provided herein in all publications made possible with funds made available under this Agreement. G. Amendments. City and Habitat Affiliate may amend this Agreement at any time provided that such amendments make specific reference to this Agreement, and are executed in writing, signed by a duly authorized representative of each organization, and approved by DCA and the City s governing body. Such amendments shall not invalidate this Agreement, nor relieve or release City or Habitat Affiliate from its obligations under this Agreement. City may, in its discretion, amend this Agreement to conform with Federal, state or local governmental guidelines, policies and available funding amounts, or for other page 7 of 21

8 reasons. If such amendments result in a change in the funding, the scope of services, or schedule of the activities to be undertaken as part of this Agreement, such modifications will be incorporated only by written amendment signed by both City and Habitat Affiliate. H. Suspension or Termination. In accordance with 24 CFR the Grant and Recipient s Manual, City may suspend or terminate this Agreement if Habitat Affiliate materially fails to comply with any terms of this Agreement, which include (but are not limited to) the following: i. Failure to comply with any of the rules, regulations or provisions referred to herein, or such statutes, regulations, executive orders, and HUD guidelines, policies or directives as may become applicable at any time; ii. iii. iv. Failure, for any reason, of Habitat Affiliate to fulfill in a timely and proper manner its obligations under this Agreement; Ineffective or improper use of funds provided under this Agreement; or Submission by Habitat Affiliate to City reports that are incorrect or incomplete in any material respect. In accordance with 24 CFR the Grant and Recipient s Manual, this Agreement may also be terminated for cause by either City or Habitat Affiliate, in whole or in part, by setting forth the reasons for such termination, the effective date, and, in the case of partial termination, the portion to be terminated. However, if in the case of a partial termination, City determines that the remaining portion of the award will not accomplish the purpose for which the award was made, City may terminate the award in its entirety. Upon termination, Habitat Affiliate shall refund to City all monies not approved for expenditure at that time by City and shall refund any other monies received pursuant to this Agreement but not expended or obligated by City at the time of termination. Notwithstanding any other provision contained in this Agreement to the contrary, after November 18, 2011 City may terminate this Agreement at any time for City s convenience upon giving Habitat Affiliate thirty (30) days written notice of City s intention to terminate this Agreement. In the event of termination of this Agreement by the City, Habitat Affiliate shall be entitled to payment for fees earned and costs advanced up to the date of termination. page 8 of 21

9 I. Builder s Risk Insurance. In addition to the insurance requirements set out in paragraph VI (E.) Habitat Affiliate shall obtain and maintain a policy of insurance on each Housing Unit during the rehabilitation period covering all perils with the City listed as an additional named insured. VII. ADMINISTRATIVE REQUIREMENTS A. Financial Management. Habitat Affiliate agrees to comply with the applicable provisions of the Recipient s Manual (and subsequent amendments). B. Documentation and Record Keeping. i. Records to be Maintained Habitat Affiliate shall maintain all records that are pertinent to the activities to be funded under this Agreement, including those records required by the Federal regulations specified in 24 CFR and the Recipient s Manual. Such records shall include but not be limited to: ii. a. Records providing a full description of each activity undertaken; b. Records demonstrating that each activity undertaken meets the GRANT Objectives; c. Records required to determine the eligibility of activities; d. Records required to document the acquisition, improvement, use or disposition of real property acquired or improved with GRANT funds; e. Records documenting compliance with the fair housing and equal opportunity components of the CDBG program; and f. Records necessary to document compliance with the GRANT affordability requirements.. Retention Habitat Affiliate shall retain all financial records, supporting documents, statistical records, and all other records pertinent to the Agreement for a period of five (5) years after the sale of the last property to a Qualified Family, except that documents relating to compliance with the Grant affordability requirements must be retained for five (5) years after the Affordability Period terminates. Notwithstanding the above, if there is litigation, claims, audits, negotiations or other actions that involve any of the records cited and that have started before the expiration of the applicable period, then such records must be retained until completion of the actions and resolution of page 9 of 21

10 all issues, or the expiration of the applicable period, whichever occurs later. iii. Homeowner Data Habitat Affiliate shall maintain documentation of data demonstrating homeowner eligibility for services provided. Such data shall include, but not be limited to, homeowner name, address, income level or other basis for determining eligibility, and description of service provided. Such information shall be made available to City monitors or their designees for review upon request. iv. Disclosure Habitat Affiliate understands that homeowner information collected under this contract is private and the use or disclosure of such information, when not directly connected with the administration of City s or Habitat Affiliate s responsibilities with respect to services provided under this contract, is prohibited by the Privacy Act, 5 USC 552a unless written consent is obtained from such person receiving service and, in the case of a minor, that of a responsible parent/guardian. v. Audits & Inspections. Habitat Affiliate agrees to comply with the applicable provisions of the Recipient s Manual (and subsequent amendments). vi. Duplicate Records. Copies of all records and documents described in Paragraph VIII (B) above shall be provided to the City at such time as they are generated. Failure to comply with this requirement may result in delay of payment of Drawdown Requests. C. Reporting Requirements. Habitat Affiliate shall submit regular monthly Progress Reports to City in the form and content required by City. D. Procurement. Habitat Affiliate agrees to comply with the applicable provisions of the Recipient s Manual (and subsequent amendments) page 10 of 21

11 VIII. RELOCATION, REAL PROPERTY ACQUISITION AND ONE-FOR-ONE HOUSING REPLACEMENT Habitat Affiliate agrees to comply with (a) the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended (URA), and implementing regulations at 49 CFR Part 24 and 24 CFR (b); (b) the requirements of 24 CFR (c) governing the Residential Anti-displacement and Relocation Assistance Plan under section 104(d) of the Housing and Community Development Act; and (c) the requirements in 24 CFR (d) governing optional relocation policies. It is not anticipated that persons will be displaced as a result of Habitat Affiliate s acquisition and rehabilitation of foreclosed upon homes or residential properties, but in the event that such displacement does occur, Habitat Affiliate shall provide relocation assistance to displaced persons as defined by 24 CFR (b)(2). Habitat Affiliate also agrees to comply with applicable City ordinances, resolutions and policies concerning the displacement of persons from their residences. IX. PERSONNEL & PARTICIPANT CONDITIONS A. Civil Rights i. Compliance Habitat Affiliate agrees to comply with all applicable civil rights laws, rules, and ordinances of the City of Cartersville, Bartow County, the State of Georgia and with Title VI of the Civil Rights Act of 1964 as amended, Title VIII of the Civil Rights Act of 1968 as amended, Section 104(b) and Section 109 of Title I of the Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and Executive Order as amended by Executive Orders 11375, 11478, and ii. Nondiscrimination Habitat Affiliate agrees to comply with the non-discrimination in employment and contracting opportunities laws, regulations, and executive orders referenced in 24 CFR , as revised by Executive Order The applicable non-discrimination provisions in Section 109 of the HCDA are still applicable. iii. Land Covenants This contract is subject to the requirements of Title VI of the Civil Rights Act of 1964 (P. L ) and 24 CFR and In regard to page 11 of 21

12 the sale, lease, or other transfer of land acquired, cleared or improved with assistance provided under this Agreement, Habitat Affiliate shall cause or require a covenant running with the land to be inserted in the deed or lease for such transfer, prohibiting discrimination as herein defined, in the sale, lease or rental, or in the use or occupancy of such land, or in any improvements erected or to be erected thereon, providing that City and the United States are beneficiaries of and entitled to enforce such covenants. Habitat Affiliate, in undertaking its obligation to carry out the program assisted hereunder, agrees to take such measures as are necessary to enforce such covenant, and will not itself so discriminate. iv. Section 504 Habitat Affiliate agrees to comply with all Federal regulations issued pursuant to compliance with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794), which prohibits discrimination against the individuals with disabilities or handicaps in any Federally assisted program. City shall provide Habitat Affiliate with any guidelines necessary for compliance with that portion of the regulations in force during the term of this Agreement. B. Affirmative Action i. Approved Plan Habitat Affiliate agrees that it shall be committed to carry out pursuant to City s specifications an Affirmative Action Program in keeping with the principles as provided in President s Executive Order of September 24, City shall provide Affirmative Action guidelines to Habitat Affiliate to assist in the formulation of such program. Habitat Affiliate shall submit a plan for an Affirmative Action Program for approval prior to the disbursement of funds under this Agreement. ii. Women- and Minority-Owned Businesses (W/MBE) Habitat Affiliate will use its best efforts to afford small businesses, minority business enterprises, and women s business enterprises the maximum practicable opportunity to participate in the performance of this contract. As used in this contract, the terms small business means a business that meets the criteria set forth in section 3(a) of the Small Business Act, as amended (15 U.S.C. 632), and minority and women s business enterprise means a business at least fifty-one (51) percent owned and controlled by minority group members or women. For the purpose of this definition, minority group members are Afro-Americans, Spanishspeaking, Spanish surnamed or Spanish-heritage Americans, Asian- Americans, and American Indians. Habitat Affiliate may rely on written page 12 of 21

13 representations by businesses regarding their status as minority and female business enterprises in lieu of an independent investigation. iii. Access to Records re Affirmative Action Habitat Affiliate shall furnish all information and reports required hereunder and will permit access to its books, records and accounts by City, HUD or its agent, or other authorized Federal officials for purposes of investigation to ascertain compliance with the rules, regulations and provisions stated herein regarding Affirmative Action. iv. Notifications Habitat Affiliate will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer, advising the labor union or worker s representative of Habitat Affiliate s commitments hereunder, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. v. Equal Employment Opportunity and Affirmative Action (EEO/AA) Statement Habitat Affiliate will, in all solicitations or advertisements for employees placed by or on behalf of Habitat Affiliate, state that it is an Equal Opportunity or Affirmative Action employer. vi. Subcontract Provisions Habitat Affiliate will include the provisions of Paragraphs X.A, Civil Rights, and B, Affirmative Action, in every subcontract or purchase order, specifically or by reference, so that such provisions will be binding upon each of its subcontractors. C. Employment Restrictions i. Prohibited Activity Habitat Affiliate is prohibited from using funds provided herein or personnel employed in the administration of the program for: political activities; inherently religious activities; lobbying; political patronage; and nepotism activities. ii. Labor Standards page 13 of 21

14 Habitat Affiliate agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis-Bacon Act as amended, the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq.) and all other applicable Federal, state and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this Agreement. Habitat Affiliate agrees to comply with the Copeland Anti-Kick Back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the U.S. Department of Labor at 29 CFR Part 5. Habitat Affiliate shall maintain documentation that demonstrates compliance with hour and wage requirements of this part. Such documentation shall be made available to City for review upon request. Habitat Affiliate agrees that, except with respect to the rehabilitation or construction of residential property containing less than eight (8) units, all contractors engaged under contracts in excess of $2, for construction, renovation or repair work financed in whole or in part with assistance provided under this contract, shall comply with Federal requirements adopted by City pertaining to such contracts and with the applicable requirements of the regulations of the Department of Labor, under 29 CFR Parts 1, 3, 5 and 7 governing the payment of wages and ratio of apprentices and trainees to journey workers; provided that, if wage rates higher than those required under the regulations are imposed by state or local law, nothing hereunder is intended to relieve Habitat Affiliate of its obligation, if any, to require payment of the higher wage. Habitat Affiliate shall cause or require to be inserted in full, in all such contracts subject to such regulations, provisions meeting the requirements of this paragraph. iii. Section 3 Clause a. Compliance Compliance with the provisions of Section 3 of the HUD Act of 1968, as amended, and as implemented by the regulations set forth in 24 CFR 135, and all applicable rules and orders issued hereunder prior to the execution of this contract, shall be a condition of the Federal financial assistance provided under this contract and binding upon City, Habitat Affiliate and any of Habitat Affiliate s subcontractors. Failure to fulfill these requirements shall subject City, Habitat Affiliate and any of Habitat Affiliate s subcontractors, their successors and assigns, to those sanctions specified by the Agreement through which Federal assistance is provided. Habitat Affiliate certifies and agrees that no page 14 of 21

15 contractual or other disability exists that would prevent compliance with these requirements. Habitat Affiliate further agrees to comply with these Section 3 requirements and to include the following language in all subcontracts executed under this Agreement: The work to be performed under this Agreement is a project assisted under a program providing direct Federal financial assistance from HUD and is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended (12 U.S.C. 1701). Section 3 requires that to the greatest extent feasible opportunities for training and employment be given to low- and very low-income residents of the project area, and that contracts for work in connection with the project be awarded to business concerns that provide economic opportunities for low- and very lowincome persons residing in the metropolitan area in which the project is located. Habitat Affiliate further agrees to ensure that opportunities for training and employment arising in connection with a housing rehabilitation (including reduction and abatement of lead-based paint hazards), housing construction, or other public construction project are given to low- and very low-income persons residing within the metropolitan area in which the GRANT-funded project is located; where feasible, priority should be given to low- and very low-income persons within the service area of the project or the neighborhood in which the project is located, and to low- and very low-income participants in other HUD programs; and award contracts for work undertaken in connection with a housing rehabilitation (including reduction and abatement of lead-based paint hazards), housing construction, or other public construction project to business concerns that provide economic opportunities for low- and very low-income persons residing within the metropolitan area in which the CDBG-funded project is located; where feasible, priority should be given to business concerns that provide economic opportunities to low- and very low-income residents within the service area or the neighborhood in which the project is located, and to low- and very low-income participants in other HUD programs. page 15 of 21

16 D. Conduct Habitat Affiliate certifies and agrees that no contractual or other legal incapacity exists that would prevent compliance with these requirements. b. Notifications Habitat Affiliate agrees to send to each labor organization or representative of workers with which it has a collective bargaining agreement or other contract or understanding, if any, a notice advising said labor organization or worker s representative of its commitments under this Section 3 clause and shall post copies of the notice in conspicuous places available to employees and applicants for employment or training. c. Subcontracts Habitat Affiliate will include this Section 3 clause in every subcontract and will take appropriate action pursuant to the subcontract upon a finding that the subcontractor is in violation of regulations issued by the grantor agency. Habitat Affiliate will not subcontract with any entity where it has notice or knowledge that the latter has been found in violation of regulations under 24 CFR Part 135 and will not enter into any subcontract unless the entity has first provided it with a preliminary statement of ability to comply with the requirements of these regulations. i. Assignability Habitat Affiliate shall not assign or transfer any interest in this Agreement without the prior written consent of City thereto; provided, however, that claims for money due or to become due to Habitat Affiliate from City under this contract may be assigned to a bank, trust company, or other financial institution without such approval. Notice of any such assignment or transfer shall be furnished promptly to City. ii. Subcontracts a. Approval Habitat Affiliate shall be permitted to enter into subcontracts in the performance of this contract. b. Monitoring page 16 of 21

17 Habitat Affiliate will monitor all subcontracted services on a regular basis to assure contract compliance. Results of monitoring efforts shall be summarized in written reports and supported with documented evidence of follow-up actions taken to correct areas of noncompliance. c. Content Habitat Affiliate shall cause all of the provisions of this Agreement in its entirety to be included in and made a part of any subcontract executed in the performance of this Agreement. d. Selection Process Habitat Affiliate shall undertake to insure that all subcontracts entered into in the performance of this Agreement shall be awarded on a fair and open competition basis in accordance with applicable procurement requirements. Executed copies of all subcontracts shall be forwarded to City along with documentation concerning the selection process upon request of City. iii. Hatch Act Habitat Affiliate agrees that no funds provided, nor personnel employed under this Agreement, shall be in any way or to any extent engaged in the conduct of political activities in violation of Chapter 15 of Title V of the U.S.C. iv. Conflict of Interest Habitat Affiliate agrees to abide by the provisions of 24 CFR and , which include (but are not limited to) the following: a. Habitat Affiliate shall maintain a written code or standards of conduct that shall govern the performance of its officers, employees or agents engaged in the award and administration of contracts supported by Federal funds. b. No employee, officer or agent of Habitat Affiliate shall participate in the selection, or in the award, or administration of, a contract supported by Federal funds if a conflict of interest, real or apparent, would be involved. page 17 of 21

18 c. No covered persons who exercise or have exercised any functions or responsibilities with respect to GRANTassisted activities, or who are in a position to participate in a decision-making process or gain inside information with regard to such activities, may obtain a financial interest in any contract, or have a financial interest in any contract or subcontract with respect to the Grant-assisted activity, or with respect to the proceeds from the Grant-assisted activity, either for themselves or those with whom they have business or immediate family ties, during their tenure or for a period of one (1) year thereafter. For purposes of this paragraph, a covered person includes any person who is an employee, agent, consultant, officer, or elected or appointed official of City, Habitat Affiliate, or any designated public agency. v. Lobbying Habitat Affiliate hereby certifies that: a. No Federal appropriated funds have been paid or will be paid, by or on behalf of it, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement; b. 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, it will complete and submit Standard Form-LLL, Disclosure Form to Report Lobbying, in accordance with its instructions; and c. It will require that the language of paragraph (d) of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative page 18 of 21

19 agreements) and that all Habitat Affiliates shall certify and disclose accordingly: d. Lobbying Certification This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S.C. 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. vi. Copyright If this Agreement results in any copyrightable material or inventions, City and/or grantor agency reserves the right to royalty-free, non-exclusive and irrevocable license to reproduce, publish or otherwise use and to authorize others to use, the work or materials for governmental purposes. vii. Religious Activities Habitat Affiliate agrees that funds provided under this Agreement will not be utilized for inherently religious activities prohibited by 24 CFR (j), such as worship, religious instruction, or proselytization. E. GRANT-Specific Certifications i. Federal Election Law Violations Habitat Affiliate certifies that the organization has not been indicted for a violation under Federal law relating to an election for Federal office, nor does it employ an applicable individual, which means an individual who is (A) employed by Habitat Affiliate in a permanent or temporary capacity; (B) contracted or retained by Habitat Affiliate; or (C) acting on behalf of, or with the express or apparent authority of, Habitat Affiliate; and who has been indicted for a violation under Federal law relating to an election for Federal office. X. ENVIRONMENTAL CONDITIONS A. Air and Water. Habitat Affiliate agrees to comply with the following requirements insofar as they apply to the performance of this Agreement: page 19 of 21

20 - Clean Air Act, 42 U.S.C., 7401, et seq.; - Federal Water Pollution Control Act, as amended, 33 U.S.C., 1251, et seq., as amended, 1318 relating to inspection, monitoring, entry, reports, and information, as well as other requirements specified in said Section 114 and Section 308, and all regulations and guidelines issued thereunder; - Environmental Protection Agency (EPA) regulations pursuant to 40 CFR Part 50, as amended. B. Flood Disaster Protection. In accordance with the requirements of the Flood Disaster Protection Act of 1973 (42 U.S.C. 4001), Habitat Affiliate shall assure that for activities located in an area identified by the Federal Emergency Management Agency (FEMA) as having special flood hazards, flood insurance under the National Flood Insurance Program is obtained and maintained as a condition of financial assistance for acquisition or construction purposes (including rehabilitation). C. Lead-Based Paint. Habitat Affiliate agrees that any construction or rehabilitation of residential structures with assistance provided under this Agreement shall be subject to HUD Lead-Based Paint Regulations at 24 CFR , and 24 CFR Part 35, Subpart B. Such regulations pertain to GRANT-assisted housing and require that all owners, prospective owners, and tenants of properties constructed prior to 1978 be properly notified that such properties may include lead-based paint. Such notification shall point out the hazards of lead-based paint and explain the symptoms, treatment and precautions that should be taken when dealing with lead-based paint poisoning and the advisability and availability of blood lead level screening for children under seven. The notice should also point out that if lead-based paint is found on the property, abatement measures may be undertaken. The regulations further require that, depending on the amount of Federal funds applied to a property, paint testing, risk assessment, treatment and/or abatement may be conducted. D. Historic Preservation. Habitat Affiliate agrees to comply with the Historic Preservation requirements set forth in the National Historic Preservation Act of 1966, as amended (16 U.S.C. 470) and the procedures set forth in 36 CFR Part 800, Advisory Council on Historic Preservation Procedures for Protection of Historic Properties, insofar as they apply to the performance of this Agreement. In general, this requires concurrence from the State Historic Preservation Officer for all rehabilitation and demolition of historic properties that are fifty years old or older or that are included on a Federal, state, or local historic property list. E. Exceptions. Nothing in Paragraph X (C) or (D) shall prohibit the City from withholding approval of the acquisition of any Housing Unit if the City, acting in its sole discretion, has reason to believe such acquisition would require additional review or testing for compliance with the requirements set out in those provisions. page 20 of 21

21 XI. SEVERABILITY If any provision of this Agreement is held invalid, the remainder of the Agreement shall not be affected thereby and all other parts of this Agreement shall nevertheless be in full force and effect. XII. SECTION HEADINGS AND SUBHEADINGS The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement. XIII. WAIVER City s failure to act with respect to a breach by Habitat Affiliate does not waive its right to act with respect to subsequent or similar breaches. The failure of City to exercise or enforce any right or provision shall not constitute a waiver of such right or provision. XIV. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between City and Habitat Affiliate for the use of funds received under this Agreement and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between City and Habitat Affiliate with respect to this Agreement. Date:, 2010 IN WITNESS WHEREOF, the Parties have executed this contract as of the date first written above. CITY OF CARTERSVILLE By: Mayor BARTOW AREA FOR HABITAT FOR HUMANITY, INC. By: President Attest City Clerk Attest: Secretary page 21 of 21