HomeMy WebLinkAboutContract 47757 MAY 2 7 2016 CITY SECRETAW
q� �Y,�1F�PORTWOt7.STATE OF TEXAS § CONTRACT Mo.
COUNTY OF TARRANT §
This contract ("Contract") is made and entered into by and between the City of
Fort Worth (hereafter "City"), a Texas municipal corporation, and the North Texas Area
Community Health Centers, Inc. a Texas nonprofit corporation (hereafter "Developer").
City and Developer may be referred to individually as a "Party" and jointly as "the
Parties."
The Parties state as follows:
WHEREAS, City receives grant monies from the United States Department of
Housing and Urban Development through the Community Development Block Grant
("CDBG")Program, Catalog of Federal Domestic Assistance No. 14.218;
WHEREAS, a national objective of the CDBG Program is to benefit low and
moderate income families in accordance with the CDBG Regulations at 24 CFR Parts
570.200 and 570.208;
WHEREAS, Developer is Tarrant County's only Federally Qualified Health Center
and provides comprehensive primary and preventative health services for primarily low and
moderate income children and adults in clinics that are located in service areas that are
designated as Medically Underserved Areas and Health Professional Shortage Areas;
WHEREAS, Developer proposes to use CDBG funds for an eligible project under
the CDBG Regulations whereby Developer will construct and operate a new community
health center on the north side of Fort Worth which will also include office space for its
staff and administrative operations; and
WHEREAS, Developer proposes to use New Markets Tax Credits available under
Section 45D of the Internal Revenue Code of 1986, as amended(the"Code"),to provide a
portion of the capital financing of the project, and has received one or more letters of
interest from Qualified Community Development Entities (as defined in Section 45D of
the Code) with respect to the commitment of an allocation of these tax credits.
NOW, THEREFORE, in consideration of the mutual covenants, obligations and
responsibilities contained herein, including all Exhibits and Attachments, and subject to
the terms and conditions hereinafter stated,the Parties understand and agree as follows:
1. INCORPORATION OF RECITALS. City and Developer hereby agree that
the recitals set forth above are true and correct and form the basis upon which the Parties
have entered into this Contract.
2. DEFINITIONS. In addition to terms defined in the body of this Contract,
the following terms shall have the definitions ascribed to them as follov
OFFICIAL RECORD
CDBG CONSTRUCTION CONTRACT CITY SECRETARY
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North Texas Area Community Health Centers,Inc.
Northside Community Health Center FT.'NVOR'T6�,TX Rev.5-27-16
Area Median Income or AMI means the median family income for the Fort Worth-
Arlington metropolitan statistical area as set annually by HUD.
Business Diversity Enterprise Ordinance or BDE means the City's Business Diversity
Ordinance, Ordinance No. 20020-12-2011.
CDBG means Community Development Block Grant.
CDBG Funds means the CDBG grant funds supplied by City to Developer under the
terms of this Contract.
CDBG Regulations means regulations found at 24 CFR Part 570 et seq.
CDBG Requirements means (i) building the Health Center; (ii) during the Performance
Period, (a) operating the Health Center in the building while providing health services to
a population 51% of whom are Income Eligible Clients; (b) collecting Client
Documentation from all clients provided health services by Developer in the Health
Center; and (c) complying with all applicable provisions of the CDBG Regulations.
City Requirements means (i) that the Health Center (a)must begin serving patients by
December 31, 2018; (b) operate continuously during the Performance Period; and (c)
serve at least 8,000 Unduplicated Clients in each year of the Performance Period; and (ii)
Developer must use its best efforts to create 15 new jobs at the Health Center by the 5th
year of the Performance Period.
Client Documentation means the City's Certification of Income Statement attached
hereto as part of Exhibit"G" —Documentation of CDBG Requirements.
Complete Documentation means the following documentation as applicable:
• Attachments I and II, with supporting documentation as follows:
o Proof of expense: copies of timesheets, invoices, leases, service
contracts or other documentation showing the nature of the cost and
that payment is due by Developer.
o Proof of payment: cancelled checks, bank statements, or wire
transfers necessary to demonstrate that amounts due by Developer
were actually paid by Developer.
• Other documentation: (i)final lien releases signed by Developer's general
contractor or subcontractors,if applicable; (ii)copies of all City permits and
City-issued "pass" inspections for such work; (iii) documentation showing
compliance with BDE or DBE bidding process for procurement or Contract
activities, if applicable; (iv) proof of contractor, vendor or subcontractor
eligibility as described in Section 6.6; and (v) any other documents or
records reasonably necessary to verify costs spent and regulatory
compliance for the project.
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• Complete Documentation shall meet the standards described in the attached
Exhibit "J"—Standards for Complete Documentation.
Completion means the substantial completion of the construction of the Health Center as
evidenced by a Neighborhood Services Department Minimal Acceptable Standard
Inspection Report, a HUD Compliance Inspection Report, all applicable City final
inspection approvals, and verification that the National Objective has been met.
Completion Deadline means December 31, 2018.
DBE means disadvantaged business enterprise in accordance with 49 CFR Part 26.
Deed of Trust means the deed of trust from Developer in favor of City covering the
Property and securing the indebtedness evidenced therein as well as Developer's
performance of the requirements of this Contract and of the CDBG Regulations, as the
same may be extended, amended,restated, supplemented or otherwise modified from time
to time. The form of the Deed of Trust is attached as part of Exhibit "E" — Loan
Documents.
Developer or NTACHC means the North Texas Area Community Health Centers, Inc.
Director means the Director of the Neighborhood Services Department.
Effective Date means May 31, 2016, the date the Developer closes on the purchase of the
Property and the Loan Documents are dated.
Health Center means the building to be constructed by Developer on the Property in
which Developer will operate a community health center.
HUD means the United States Department of Housing and Urban Development.
IDIS means Integrated Disbursement Information System, HUD's project tracking
system.
Income Eligible Client means a patient or client whose annual income adjusted for family
size does not exceed 80% of AMI using the most current HUD Income Guidelines and
Technical Guidance for Determining Income and Allowances. The definition of annual
income to determine client income eligibility shall be the definition contained in 24 CFR
Part 5.609, as amended from time to time.
Loan Documents means security instruments,including without limitation the Promissory
Note and Deed of Trust, or any other similar instruments evidencing, securing or
guaranteeing City's interest in the project and further evidencing,securing, or guaranteeing
Developer's performance of the CDBG Requirements and the City Requirements during
the Performance Period,as the same may from time to time be extended,amended,restated,
supplemented or otherwise modified.
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Loan means the CDBG Funds provided to Developer by City in the form of a subordinate
forgivable, deferred payment loan under the terms of this Contract as more particularly
described in the Loan Documents.
National Objective means at least 51% of the clients served by Developer at the Health
Center during the Performance Period must be Income Eligible Clients.
Neighborhood Services Department means the City's Neighborhood Services
Department, created on February 17, 2015 in Ordinance No. 21651-02-2015.
New Markets Tax Credits, NMTC, or tax credits means the tax credits allocated to the
project by the Qualified Community Development Entities as authorized by U. S.
Department of the Treasury.
Performance Period means the 5 year period during which Developer will fulfill the
CDBG Requirements, the City Requirements and continuously meet the National
Objective, and will comply with all other terms and conditions of this Contract and the
Loan Documents. The Performance Period begins on the date that the use of the Required
Improvements first meets the National Objective which, in City's sole satisfaction,
establishes such date with reasonable certainty.
Plans means the plans and specifications for the Required Improvements prepared by
Developer's architect which have been delivered to and reviewed and approved by City on
or before the Effective Date, and any amendments and change orders thereto approved by
City.
Program means the health services provided by Developer in the Health Center more
particularly described in Exhibit "A"—Project Summary and Scope of Work and
Exhibit "K"—Services Performed.
Promissory Note means the note in the amount of the CDBG Funds executed by
Developer payable to the order of City as the same may be extended, amended, restated,
supplemented or otherwise modified from time to time. The form of the Promissory Note
is attached as part of Exhibit "E" —Loan Documents.
Property means the land on which the Required Improvements shall be constructed as
more particularly described in and encumbered by the Deed of Trust.
Qualified Active Low Income Community Business or QALICB means the nonprofit
corporation that qualifies as a QALICB within the meaning of Section 45D of the Code in
connection with the proposed NMTC financing for the project.
Qualified Community Development Entities or CDEs means the lenders of the QLICI
loans to Developer for the project.
Qualified Low Income Community Investment or QLICI means the loan or loans from
the CDEs to the Developer.
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Reimbursement Request means all reports and other documentation described in Section
10.
Required Improvements or the project means all the improvements to the Property for
use as a Health Center, together with all fixtures, tenant improvements, if any, and
appurtenances now or later to be located on the Property and/or in such improvements. A
list of the construction requirements of the building is shown in the attached Exhibit "A"
- Project Summary and Scope of Work. The building located on the Property will be
commonly known as Northside Community Health Center (sometimes referred to herein
as "the building" or "the Health Center"). The street address of the project is 4900 and
4920 Jacksboro Highway, Fort Worth, Texas 76114.
Section 504 requirements means the requirements of Section 504 of the Rehabilitation
Act of 1973 (29 USC 794 et seq.) and 24 CFR Part 8. Section 504 prohibits recipients of
federal funds from excluding any qualified persons from participating or receiving benefit
from, any federally-funded program or activity based solely on the person's disability.
Subordination Agreement means the subordination agreement among Developer's
construction and permanent financing lender, Developer and City outlining the relative
priorities of the construction and permanent loan and the City's Loan for the project.
Unduplicated Client means a client served by Developer with the Program at the Health
Center at least once during each year of the Performance Period beginning October 1 of
each calendar year. Clients served more than once during each year of the Performance
Period shall only be counted the first time they are served when determining the total count
of Unduplicated Clients.
Unduplicated Client Data Report - Attachment III means the report listing each
Unduplicated Client served during a calendar month along with such client's demographic
information attached hereto as part of Exhibit "G" — Documentation of CDBG
Requirements.
3. TERM.
3.1 Term of Contract.
The term of this Contract begins on the Effective Date and terminates on the earlier
of(i) 2 years or (ii) the date that City determines in its sole discretion that the Required
Improvements have met the National Objective, unless earlier terminated as provided in
this Contract.
3.1.1 Extension of Contract.
This Contract may be extended for 1 year upon Developer submitting a request for
an extension in writing at least 60 days prior to the end of the Contract term. The request
for an extension shall include the reasons for the extension and Developer's anticipated
budget, construction schedule and goals for the extended term. It is specifically understood
that it is within City's sole discretion whether to approve or deny Developer's request for
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an additional term. Any such extension shall be in the form of an amendment to this
Contract.
3.2 Term of Loan.
The term of the Loan shall commence on the date of the Promissory Note and
terminates at the expiration of the Performance Period so long as the terms and conditions
of this Contract and the Loan Documents have been met.
4. DUTIES AND RESPONSIBILITIES OF CITY.
4.1 Provide CDBG Funds.
City shall provide up to $300,000.00 of CDBG Funds in the form of the Loan for
eligible expenses under the terms and conditions of this Contract and the Loan Documents.
4.2 City Will Monitor.
City will monitor the activities and performance of Developer and any of its
contractors, subcontractors or vendors throughout the Performance Period, but no less
than annually. Monitoring by City will include monitoring whether Developer is meeting
the National Objective and complying with the CDBG Requirements and the City
Requirements during the Performance Period.
5. DUTIES AND RESPONSIBILITIES OF DEVELOPER.
5.1 Construction of Required Improvements.
Developer will complete the Required Improvements as described in Exhibit "A"
—Project Summary and Scope of Work in accordance with the Plans, the schedule set
forth in Exhibit "C"—Construction and Reimbursement Schedule, and the terms and
conditions of this Contract.
5.2 Use of CDBG Funds.
5.2.1. Compliance with CDBG Regulations and Contract.
Developer shall be reimbursed for eligible project costs with CDBG Funds only if
City determines in its sole discretion that:
5.2.1.1 Costs are eligible expenditures in accordance with CDBG
Regulations.
5.2.1.2 Costs are in compliance with this Contract and are reasonable
and consistent with industry norms.
5.2.1.3 Complete Documentation, as applicable, is submitted by
Developer.
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5.2.2. Budget.
Developer agrees that CDBG Funds will be paid in accordance with Exhibit`B"—
Budget and Exhibit"C"—Construction and Reimbursement Schedule. Developer may
increase or decrease line item amounts in the Budget with the Director's prior written
approval, which approval shall be in the Director's sole discretion. Any such increase or
decrease in line items in the Budget shall comply with Section 5.2.1, Exhibit "A" —
Project Summary and Scope of Work, and shall not increase the total amount of CDBG
Funds.
5.2.3 Change in Budget.
5.2.3.1 Developer will notify City promptly of any additional funds it
receives for construction of the project, and City reserves the
right to amend this Contract in such instances to ensure
compliance with HUD regulations governing cost allocation.
5.2.3.2 Developer agrees to utilize the CDBG Funds to supplement
rather than supplant funds otherwise available for the project.
5.3 Payment of CDBG Funds to Developer.
CDBG Funds will be disbursed to Developer upon City's approval of Developer's
Reimbursement Requests, including submission of Complete Documentation to City in
compliance with Section 10. It is expressly agreed by the Parties that any CDBG Funds
not reimbursed to Developer upon completion of the Required Improvements shall remain
with City.
5.4 Identify Project Expenses Paid with CDBG Funds.
Developer will keep accounts and records in such a manner that City may readily
identify and account for project expenses reimbursed with CDBG Funds. These records
shall be made available to City for audit purposes and shall be retained as required
hereunder.
5.5 Acknowledgement of City Payment of CDBG Funds.
Within 90 days of Completion,Developer shall sign an acknowledgement that City
has paid all CDBG Funds due under this Contract, or shall deliver a document executed by
an officer of Developer identifying with specificity all or any portion of the CDBG Funds
that City has not paid to Developer. After receipt of said document, City shall determine
if City has any further obligation under the terms herein to pay Developer any more CDBG
Funds. Developer and City agree to work together in good faith to determine if any further
CDBG Funds are due to Developer, but City in its sole discretion shall make the final
determination as to whether any such CDBG Funds are still due after consideration of
Developer's performance of its obligations under this Contract including Developer's
performance of the CDBG Requirements and the City Requirements.
5.6 Security for City's Interest and Developer's Performance.
To secure City's interest in the Required Improvements and the performance of the
CDBG Requirements, the City Requirements and any of Developer's other obligations
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hereunder, including meeting the National Objective, Developer shall execute the Loan
Documents and record the Deed of Trust encumbering the Property prior to having any
construction materials delivered to the Property or commencing any work on the Required
Improvements. No CDBG Funds will be paid or reimbursed until the Loan Documents are
executed and the Deed of Trust is recorded.
5.6.1 Loan Terms and Conditions.
Developer will be required to:
5.6.1.1 Execute the Promissory Note and Deed of Trust, along with
any other Loan Documents required by City.
5.6.1.2 Provide City with a Mortgagee's Policy of title insurance in
the amount of the Loan.
5.6.1.3 Pay all costs associated with closing the Loan.
5.6.1.4 Provide City with an estimated settlement statement at least I
business day before closing.
5.6.1.5 Ensure City's lien is subordinate only to (i) the bridge loan
from the Nonprofit Finance Fund, (ii) the QLICI loans from
the CDEs, and (iii) the construction/permanent loan for the
project (the senior indebtedness described in the
Subordination Agreement). City agrees to execute any
required subordination agreements, intercreditor agreements
or other documents required by the CDEs to outline the
relative priorities of the Loan and the QLICI loans from the
CDEs. City must approve in writing any secured financing for
the project that is to be subordinate to the Loan.
5.6.1.6 The term of the Loan shall be as specified in Section 3.2.
5.6.1.7 No interest shall accrue on the Loan provided that Developer
complies with the terms and conditions of the Loan
Documents.
5.6.1.8 The Loan is a forgivable deferred payment loan. Repayment
of the CDBG Funds will only be required if (i) the Health
Center located on the Property which was acquired with the
CDBG Funds does not benefit Income Eligible Clients and
meet the National Objective during the Performance Period,
(ii) Developer does not meet the CDBG Requirements or the
City Requirements during the Performance Period, or (iii)
Developer does not otherwise comply with the terms of this
Contract, the Loan Documents, or the CDBG Regulations. If
repayment is required,Developer must, at City's election in its
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sole discretion, either (i) repay City the total amount of the
CDBG Funds, or (ii) pay to City the fair market value of the
Property as set by a current appraisal less any portion of the
value attributable to expenditures of non-CDBG funds for the
acquisition of, and improvements to, the Property.
5.6.1.9 Early repayment of the Loan shall not relieve Developer of its
obligations under this Contract or the CDBG Regulations
including but not limited to complying with the CDBG
Requirements or the City Requirements, or meeting the
National Objective. The Deed of Trust shall secure both
repayment of the CDBG Funds, if required, and performance
by Developer of its obligations under this Contract and the
requirements of the CDBG Regulations during the
Performance Period.
5.6.1.10 Except for conversion to the permanent loan with Developer's
permanent lender, refinancing of the Loan or any subordinate
financing (other than that approved herein or otherwise by
City), shall require City's prior written approval for the
purpose of ensuring that the National Objective will continue
to be met as well as compliance with the CDBG Requirements
and the City Requirements. City's approval of refinancing of
the Loan or approval of any subordinate financing shall not be
unreasonably conditioned or withheld.
5.6.1.11 Failure by Developer to comply with this Section 5.6 will
be an event of default under this Contract and the Loan
Documents.
5.7 CDBG Requirements, City Requirements and the National Ob.iective.
Developer shall ensure that it complies with the CDBG Requirements and the City
Requirements and that the National Objective is met throughout the Performance Period.
5.8 CDBG Requirements, City Requirements and the National Objective
Survive Transfer.
Any sale or transfer of the Property during the Performance Period, excluding a
transfer due to condemnation or to obtain utility services, will require that the new owner
or transferee assume in writing Developer's obligations under this Contract to meet the
National Objective and comply with the CDBG Requirements and the City Requirements.
Failure of the new owner or transferee to assume all of Developer's obligations under this
Contract will result in termination of the Contract and Developer must repay City in
accordance with the provisions of Section 5.6.1.8 within 30 days of termination under this
Section. If such sale or transfer takes place after the termination of this Contract but before
the end of the Performance Period, the new owner or transferee must assume all of
Developer's obligations under this Contract that survive its termination as set forth herein
including but not limited to complying with the CDBG Requirements and City
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Requirements, and meeting the National Objective. If the new owner or transferee does
not assume Developer's surviving obligations hereunder, then Developer must repay City
in accordance with the provisions of Section 5.6.1.8 within 30 days of written notice by
City or City may pursue any of its remedies under this Contract or the Loan Documents.
6. CONSTRUCTION
6.1. Construction Schedule.
Developer will construct the Required Improvements in accordance with the
schedule set forth in the attached Exhibit "C" — Construction and Reimbursement
Schedule. Developer shall not begin construction of the Required Improvement until City
sends a Notice to Proceed. Developer's failure to meet the Construction Schedule shall
be an event of default. Developer may not change the Construction Schedule without the
Director's prior written approval, which approval shall be in the Director's sole discretion.
6.1.1 Construction Inspections.
The construction of the Required Improvements must pass a Neighborhood
Services Department Minimal Acceptable Standard Inspection, a HUD Compliance
Inspection and any other applicable HUD-required inspections during the construction
period, along with any applicable City final inspection approval at the completion of
construction of the Required Improvements.
6.2 Applicable Laws, Buildinlz Codes and Ordinances.
The Plans for the Required Improvements shall(i)conform to all applicable federal,
state, City and local laws, ordinances, codes, rules and regulations, including the CDBG
Regulations; (ii) meet all City building codes, and (iii) cannot deviate from the items
approved as part of the Environmental Review Record required by 24 CFR Part 58 as more
particularly described in Section 8.1 and in Exhibit "A" —Project Summary and Scope
of Work.
6.3 Property Standards During Construction.
Developer shall comply with the requirements as relates to City's property
standards as well as all applicable accessibility standards for the Required Improvements.
Developer shall comply with the requirements of 24 CFR 570.614 and Section 504
requirements prescribing standards for the design,construction or alteration of any building
or facility intended to be accessible to the public or which may result in the employment
of handicapped persons therein. If applicable, Developer must submit Texas Department
of Licensing and Regulation ("TDLR") certificates for compliance with TDLR's
accessibility standards at Completion.
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6.4 Lead-Based Paint Requirements.
If applicable, Developer will comply with Federal lead-based paint requirements
including lead screening in housing built prior to 1978 in accordance with 24 CFR Part
570.608 and 24 CFR Part 35, subparts A, B, J, K, M, and R, and the Lead: Renovation,
Repair and Painting Program Final Rule, 40 CFR Part 745, in any construction and/or
rehabilitation of the Required Improvements.
6.5 Approval of Plans by City Not Release of Responsibility.
Approval of the Plans by City shall not constitute or be deemed (i) to be a release
of the responsibility or liability of Developer or any of its architects, contractors or
subcontractors, or their respective officers, agents, employees and lower tier
subcontractors, for the accuracy or the competency of the Plans, including, but not limited
to, any related investigations, surveys, designs, working drawings and specifications or
other related documents; or (ii) an assumption of any responsibility or liability by City for
any negligent act, error or omission in the conduct or preparation of any investigation,
surveys, designs, working drawings and specifications or other related documents by
Developer or any of its architects, contractors or subcontractors, and their respective
officers, agents, employees and lower tier subcontractors.
6.6 Contractor, Vendor and Subcontractor Requirements.
Developer will use commercially reasonable efforts to ensure that all contractors or
vendors utilized by Developer in the construction of the Required Improvements or
subcontractors utilized by Developer's general contractor are appropriately licensed and
such licenses are maintained throughout the construction of the Required Improvements.
Developer shall ensure that all subcontractors or vendors utilized by Developer or
subcontractors utilized by Developer's general contractor in the construction of the
Required Improvements are not debarred or suspended from performing the contractor's,
subcontractor's or vendor's work by the City, the State of Texas, or the Federal
government. Developer acknowledges that 24 CFR Part 85.35 forbids Developer from
hiring or continuing to employ any contractor, subcontractor or vendor that is listed
on the Federal Excluded Parties List System for Award Management, www.sam.gov
("SAM"). Developer must confirm by search of SAM that all contractors, subcontractors
or vendors are not listed as being debarred, both prior to hiring and prior to submitting
a Reimbursement Request which includes invoices from any such contractor, subcontractor
or vendor. Failure to submit suchrp oofs of search shall be an event of default. In the
event that City determines that any contractor, subcontractor or vendor has been debarred,
suspended, or is not properly licensed, Developer or Developer's general contractor shall
immediately cause such contractor, subcontractor or vendor to stop work on the Required
Improvements and Developer shall not be reimbursed for any work performed by such
contractor, subcontractor or vendor. However, this Section should not be construed to be
an assumption of any responsibility or liability by City for the determination of the
legitimacy, quality, ability, or good standing of any contractor, subcontractor or vendor.
Developer acknowledges that the provisions of this Section pertaining to SAM shall
survive the termination of this Contract and be applicable for the length of the
Performance Period.
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6.7 Furnish Complete Set of"As Built" Plans
Developer shall finish City a complete set of "as built" plans for the Required
Improvements at completion of construction after all final approvals have been obtained.
7. COMPLIANCE WITH CDBG REGULATIONS DURING PERFORMANCE
PERIOD.
7.1 Client Documentation.
7.1.1 Income Eligibility.
Developer must use the definition of annual income in 24 CFR 5.609 to establish
client eligibility and shall use the most current HUD Income Limits. The income of all of
Developer's clients who receive health services in the Health Center, whether Program
clients or otherwise,must be documented the first time any such client is served. Developer
shall maintain Client Documentation sufficient to show that a minimum of 51% of the
clients served by the Health Center are Income Eligible Clients. Any client whose income
has not been verified will be deemed to not be an Income Eligible Client. Developer must
maintain copies of Client Documentation on all clients for 5 years following the expiration
of the Performance Period. This Section shall survive the earlier termination or
expiration of this Contract.
7.1.2 Income Verification.
Developer must verify all new clients' income with a verifiable self-certification of
each client's income such as the City's Certification of Income Statement attached hereto
as part of Exhibit "G" — Documentation of CDBG Requirements. City will review
Client Documentation on at least annually during the Performance Period as part of its
monitoring. Developer must maintain copies of all such documentation for 5 years
following the expiration of the Performance Period. This Section shall survive the earlier
termination or expiration of this Contract.
7.1.3 Client Demographic Data/Household Characteristics.
Developer shall provide City with the information about the demographic data,
household characteristics and income of all of Developer's clients served at the Health
Center, whether Program clients or not, on Exhibit "G" — Documentation of CDBG
Requirements, quarterly throughout the Performance Period. The quarterly reports shall
be due to City in accordance with the schedule set out in Exhibit "G".
7.1.3.1 All of Developer's clients who receive services at the Health
Center, whether Program clients or not, must be reported to
City on the Unduplicated Client Data Report-Attachment
III the first time any such client is served by Developer during
each year of the Performance Period. A new year of the
Performance Period for reporting Unduplicated Clients begins
October 1 of each calendar year.
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7.1.3.2 Any Developer client whose income has not been verified or
who has not been reported on the Unduplicated Client Data
Report-Attachment III will be deemed to not be an Income
Eligible Client and shall not be included in the 51%.
7.2 Services Provided in the Building.
Grant funds from the CDBG Program were used to pay for a portion of the
predevelopment soft costs and acquisition costs for the Health Center; therefore, City and
Developer agree that the Program must meet the National Objective.
7.3 Property Standards DurinLF Performance Period.
Developer shall ensure that the Required Improvements are maintained in good
order and repair and in accordance with all applicable City and HUD property standards
for the duration of the Performance Period, which at a minimum shall be those property
standards required by City codes, the CDBG Regulations, and the Section 504
requirements. Developer will allow City to make on-site inspections of the Health Center
to verify maintenance of the building and the Required Improvements if City requests such
an inspection; provided however, City has no obligation to inspect the premises.
7.4 Program Income.
Income from the use of the building, if any, is hereby assigned to Developer. A
summary report of income earned must be provided semi-annually to City during the
Performance Period using Exhibit"M"—Report of Program Income. City has the right
to monitor activities on the Property that generate program income, as well as activities on
which program income is spent, to ensure that such activities aid in maintaining the
building and other improvements to the Property in order for Developer to deliver services
at the Health Center that meet the National Objective.
8. ADDITIONAL REQUIREMENTS.
Developer agrees to comply with all requirements of the CDBG Program as stated
in the CDBG Regulations, including, but not limited to the following:
8.1 Environmental Review.
Funds will not be paid, and costs cannot be incurred until City has conducted and
completed an Environmental Review Record as required by 24 CFR Part 58. The
environmental review may result in a decision to proceed with, modify, or cancel the
project. Further, Developer will not undertake or commit any funds to physical or choice
limiting actions including if applicable property acquisition, demolition, movement,
rehabilitation,conversion,repair or construction prior to the environmental clearance. Any
violation of this provision will(i) cause this Contract to terminate immediately; (ii)require
Developer to repay City in accordance with the provisions of Section 5.6.1.8 within 30
days of termination under this Section; and (iii) forfeit any future payments of CDBG
Funds.
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8.1.2 Mitilzation.
Developer must take the mitigation actions outlined in Exhibit "A-2" —
Environmental Mitigation Actions. Failure to complete the required mitigation
action is an event of default under this Contract.
8.2 Contract Not Constituting Commitment of Funds.
Notwithstanding any provision of this Contract, the Parties agree and acknowledge
that this Contract does not constitute a commitment of CDBG Funds, and that such
commitment or approval may occur only upon satisfactory completion of an Environmental
Review Record and receipt by City of an authorization to use grant funds from HUD under
24 CFR Part 58.
8.3. Monitoring.
8.3.1 Developer understands and agrees that it will be subject to monitoring by
City for compliance with the CDBG Regulations and this Contract for the duration of this
Contract and the Performance Period. Developer will provide access to all files related to
the project or Contract activities and services as requested by City for 5 years after the end
of the Performance Period, and will meet all the reporting requirements set out in this
Contract. This Section shall survive the earlier termination or expiration of this
Contract.
8.3.2 Representatives of City, HUD, HUD Office of Inspector General, and the
United States Comptroller General shall have access during regular business hours, upon
48 hours' prior notice, to Developer's offices and records that are related to the use of the
CDBG Funds, the CDBG Requirements, the City Requirements and the National
Objective, and to Developer's officers, directors, agents, employees, contractors and
subcontractors for the purpose of such monitoring.
8.3.3 In addition to other provisions of this Contract regarding frequency of
monitoring, City reserves the right to perform desk reviews or on-site monitoring of
Developer's compliance with the terms and conditions of this Contract and the Loan. After
each monitoring visit, City shall provide Developer with a written report of the monitor's
findings. If the monitoring report notes deficiencies in Developer's performance,the report
shall include requirements for the timely correction of said deficiencies by Developer.
Failure by Developer to take the action specified in the monitoring report may be cause for
suspension or termination of this Contract as provided herein, or City may take all actions
allowed in the Loan Documents.
8.3.4 City acknowledges that Developer is subject to the Administrative
Simplification requirements of the Health Insurance Portability and Accountability Act of
1996 ("HIPAA") and the regulations promulgated thereunder, including the Standards for
Privacy of Individually Identifiable Health Information ("Privacy Regulations") and the
Security Standards for Electronic Protected Health Information("Security Regulations"),
45 CFR Parts 160, 162 and 164 (together, the "Privacy and Security Regulations"), and
by the provisions of Title XIII of the American Recovery and Reinvestment Act of 2009
(the "HITECH Act"). To the extent that City's monitoring requires the disclosure of any
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patient information that might be protected health information under HIPAA, the Privacy
and Security Regulations or the Act, including but not limited to information required in
Exhibit "G" — Client Demographic Data Report that identifies an individual or could
identify an individual, City agrees that it shall only use such information to the extent
necessary or appropriate to perform its monitoring and review responsibilities under the
CDBG Regulations or City auditing requirements in Section 9.4.2. City further agrees that
(i) it shall not release, transfer, provide access to or divulge any such information outside
of City's internal operations to any individuals other than its employees or HUD auditors
as required by CDBG Regulations or otherwise required by law; (ii)it shall implement and
maintain appropriate safeguards to prevent the use or disclosure of any such information
not in compliance with HIPAA, the Privacy and Security Regulations and the HITECH
Act; and (iii) it shall report to Developer any non-permitted use or security incident
regarding such information within 10 business days of the date City becomes aware of such
unauthorized use.
8.3.4.1 City agrees to execute a separate Protected Health Information
Disclosure Agreement in accordance with HIPAA requirements
and the Privacy and Security Regulations to memorialize its
handling of protected health information in the course of City's
monitoring. The form of that agreement is attached hereto as
Exhibit "N"—HIPAA Requirements.
8.3.5 Developer shall annually provide to City the results of any state or federal
monitoring related to the project or the Program. Such results shall be submitted annually
to City with the submission of its annual audit and financial statements.
8.3.6 This Section 8.3 shall be applicable for the duration of the Contract term,
the Performance Period and for 5 years thereafter and shall survive the earlier
termination or expiration of this Contract.
8.4 Compliance with the Uniform Relocation Act.
If applicable, Developer shall comply with the relocation requirements of 24 CFR
Part 580.606 and all other applicable Federal and state laws and City ordinances and
requirements.
8.5 Compliance with Davis-Bacon.
If applicable, Developer and its general contractor and all lower tier subcontractors
will comply with the Davis-Bacon Act as described in Section 14.14 and Exhibit "H" —
Davis-Bacon Requirements - Federal Labor Standards Provisions.
8.6 Developer Procurement Standards.
Developer shall establish procurement procedures to ensure that materials and
services are obtained in a cost effective manner. Developer shall comply with all
applicable federal, state and local laws, regulations, and ordinances for making
procurements under this Contract.
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8.7 Cost Principles/Cost Reasonableness.
As applicable, the eligibility of costs incurred for performance rendered shall be
determined in accordance 2 CFR Part 200.400 through 2 CFR Part 200.475, regarding
cost reasonableness and allocation.
8.8 Financial Management Standards.
Developer agrees to adhere to the accounting principles and procedures required in
2 CFR Part 200, utilize adequate internal controls, and maintain necessary supporting and
back-up documentation for all costs incurred in accordance with 2 CFR Part 200.302 and
Part 200.303.
8.9 Uniform Administrative Requirements.
As applicable, Developer will comply with the Uniform Administrative
Requirements, Cost Principles, and Audit Requirements for Federal Awards in 2 CFR Part
200, or any reasonably equivalent procedures and requirements that City may require.
8.10 Compliance with FFATA and Whistleblower Protections.
Developer shall provide City with all necessary information for City to comply with
the requirements of 2 CFR Part 300(b), including provisions of the Federal Funding
Accountability and Transparency Act ("FFATA") governing requirements on executive
compensation and provisions governing whistleblower protections contained in 10 U.S.C.
2409, 41 U.S.C. 4712, 10 U.S.C. 2324, 41 U.S.C. 4304 and 41 U.S.C. 4310.
8.10.1 Developer shall provide its DUNS number to City prior to the payment
of its first Reimbursement Request.
8.11 Internal Controls.
In compliance with the requirements of 2 CFR Part 200.303, Developer shall:
8.11.1 Establish and maintain effective internal control over the CDBG Funds that
provides reasonable assurance that Developer is managing the CDBG Funds in compliance
with federal statutes, regulations, and the terms and conditions of this Contract. These
internal controls shall be in compliance with guidance in "Standards for Internal Control
in the Federal Government" issued by the Comptroller General of the United States or the
"Internal Control Integrated Framework" issued by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO");
8.11.2 Comply with federal statutes, regulations, and the terms and conditions of
this Contract;
8.11.3 Evaluate and monitor Developer's compliance with statutes, regulations
and the terms and conditions of this Contract;
8.11.4 Take prompt action when instances of noncompliance are identified
including noncompliance identified in audit findings; and
8.11.5 Take reasonable measures to safeguard protected personally identifiable
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information and other information that HUD or City designates as sensitive or Developer
considers sensitive consistent with applicable federal, state,local and tribal laws regarding
privacy and obligations of confidentiality.
8.12 Copyright and Patent Rights.
No reports, maps, or other documents produced in whole or in part under this
Contract shall be the subject of an application for copyright by or on behalf of Developer.
HUD and City shall possess all rights to invention or discovery, as well as rights in data
which may arise as a result of Developer's performance under this Contract.
8.13 Terms Applicable to Contractors, Subcontractors and Vendors.
Developer understands and agrees that all terms of this Contract, whether
regulatory or otherwise, shall apply to any and all contractors, subcontractors and vendors
of Developer which are in any way paid with CDBG Funds or who perform any work in
connection with the Required Improvements. Developer shall cause all applicable
provisions of this Contract to be included in and made a part of any contract or subcontract
executed in the performance of its obligations hereunder, including if applicable its
obligations regarding the CDBG Regulations, the CDBG Requirements, the City
Requirements, and the National Objective during the Performance Period. Developer shall
monitor the services and work performed by its contractors, subcontractors and vendors on
a regular basis for compliance, as applicable, with the CDBG Regulations, the CDBG
Requirements, the City Requirements and the National Objective as well as the Contract
provisions. Developer must cure all violations of the CDBG Regulations committed by its
contractors, subcontractors or vendors. City maintains the right to insist on Developer's
full compliance with the terms of this Contract and the CDBG Regulations, and Developer
is responsible for such compliance regardless of whether actions taken to fulfill the
requirements of this Contract are taken by Developer or by Developer's contractors,
subcontractors or vendors. Developer acknowledges that the provisions of this Section
shall survive the earlier termination or expiration of this Contract and be applicable
for the length of the Performance Period and for 5 years thereafter.
8.14 Payment and Performance Bonds.
Subject to the requirements of 24 CFR Part 85.36(h), Developer shall furnish City
with payment and performance bonds in a form acceptable to City in the amount of the
construction cost for the Required Improvements but not less than$300,000.00.
8.15 Uniform Administrative Requirements.
Developer will comply with the Uniform Administrative Requirements set forth in
24 CFR Part 570.502, or any reasonably equivalent procedures and requirements that City
may require.
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9. RECORD KEEPING, REPORTING AND DOCUMENTATION
REQUIREMENTS; AUDIT.
9.1 Record Keeping.
Developer shall maintain a record-keeping system as part of its performance of this
Contract and shall promptly provide City with copies of any document City deems
necessary for the effective fulfillment of City's monitoring and evaluation responsibilities.
Specifically,Developer will keep or cause to be kept an accurate record of all actions taken
and all funds spent, with supporting and back-up documentation, as well as all Client
Documentation. Developer will maintain all records and documentation related to this
Contract for 5 years after the expiration of the Performance Period. If any claim, litigation,
or audit is initiated before the expiration of the 5 year period, the records must be retained
until all such claims, litigation or audits have been resolved.
9.1.2 Access to Records.
City, HUD and any duly authorized officials of the federal government will have
full access to, and the right to examine, audit, excerpt and/or transcribe any of Developer's
records pertaining to all matters covered by this Contract throughout the Performance
Period and for 5 years thereafter. Such access shall be during regular business hours and
upon at least 48 hours' prior notice.
9.2 Reports.
Developer will submit to City all reports and documentation described in this
Contract, in such form as City may prescribe. Developer may also be required to submit a
final performance and financial report if required by City at the termination of this Contract
and/or the termination of the Loan in such form and within such times as City may
prescribe. Failure to submit any report or documentation described in this Contract
to City shall be an event of default of this Contract and City may exercise all of it
remedies for default under this Contract and Loan Documents.
9.2.1 Additional Information.
Developer shall provide City with additional information as may be required by
federal or state agencies to substantiate CDBG activities and/or expenditure eligibility.
9.3 Chante in Reporting Requirements and Forms.
City retains the right to change reporting requirements and forms at its discretion.
City will notify Developer in writing at least 30 days prior to the effective date of such
change, and the Parties shall execute an amendment to the Contract reflecting such change
if necessary.
9.4 Audit.
9.4.1 Entities that Expend $750,000 or more in Federal Funds Per Year.
All non-federal entities that expend$750,000 or more in federal funds within I year,
regardless of the source of the federal award,must submit to City an annual audit prepared
in accordance with specific reference to 2 CFR Part 200.501 through Part 200.521. If
applicable, the audit shall cover Developer's fiscal years during which this Contract is in
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force. The audit must be prepared by an independent certified public accountant, be
completed within 6 months following the end of the period being audited and be submitted
to City within 30 days of its completion. Developer's audit certification is attached hereto
as EXHIBIT"D"—"Audit Certification Form"and"Audit Requirements". The Audit
Certification Form must be submitted to City prior to or with the first Reimbursement
Request. Entities that expend less than $750,000 a year in federal funds are exempt from
federal audit requirements for that year, but records must be available for review or audit
by appropriate officials of the federal agency, City, and General Accounting Office.
9.4.2 City Reserves the Right to Audit.
City reserves the right to perform an audit(i) of Developer's expenditure of CDBG
Funds or (ii) program income in accordance with Section 7.4, at any time during the term
of this Contract,the Performance Period, or within 5 years thereafter as the case may be, if
City determines that such audit is necessary for City's compliance with the CDBG
Regulations or other City policies, and Developer agrees to allow access to all pertinent
materials as described herein. If such audit reveals a questioned practice or expenditure,
such questions must be resolved within 15 business days after notice to Developer of such
questioned practice or expenditure. If questions are not resolved within this period, City
reserves the right to withhold further funding under this Contract and/or future contract(s)
with Developer. IF AS A RESULT OF ANY AUDIT IT IS DETERMINED THAT
DEVELOPER HAS FALSIFIED ANY DOCUMENTATION OR MISUSED,
MISAPPLIED OR MISAPPROPRIATED CDBG FUNDS OR SPENT CDBG
FUNDS OR PROGRAM INCOME ON ANY INELIGIBLE ACTIVITIES,
DEVELOPER AGREES TO REIMBURSE CITY THE AMOUNT OF SUCH
MONIES PLUS THE AMOUNT OF ANY SANCTIONS, PENALTY OR OTHER
CHARGE LEVIED AGAINST CITY BY HUD BECAUSE OF SUCH ACTIONS.
10. REIMBURSEMENT REQUIREMENTS.
Developer shall provide City with Complete Documentation and the following
reports as shown in Exhibit "F" — Reimbursement Forms with each Reimbursement
Request:
10.1 Attachment I—Invoice.
This report shall contain the amount requested for reimbursement in the submitted
request, and the cumulative reimbursement requested to date (inclusive of the current
request). This report must be signed by an authorized signatory of Developer. By signing
Attachment I, Developer is certifying that the costs are valid, eligible, and consistent with
the terms and conditions of this Contract, and the data contained in the report is true and
correct.
10.2 Attachment II—Expenditure Worksheet.
This report shall itemize each expense requested for reimbursement by Developer.
In order for this report to be complete the following must be submitted:
10.2.1 Invoices for each expense with an explanation as to how the expense
pertains to the project, if necessary; and
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10.2.2 Proof that each expense was paid by Developer, which proof can be
satisfied by cancelled checks, wire transfer documentation, paid receipts or other
appropriate banking documentation.
10.3. Deadline for Submitting Reimbursement Requests.
All Reimbursement Requests along with Complete Documentation shall be
submitted by Developer to City within 60 days from each of the deadlines as shown in
Exhibit "C"— Construction and Reimbursement Schedule.
10.3.1 CITY SHALL HAVE NO OBLIGATION TO PAY ANY
REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 60 DAYS OF
THE DEADLINES SHOWN IN EXHIBIT "C" — CONSTRUCTION AND
REIMBURSEMENT SCHEDULE. In addition,Developer's failure to timely submit
Reimbursement Requests and Complete Documentation along with any required
reports shall be an event of default.
10.3.2 CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT
ON ANY REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 30
DAYS OF THE COMPLETION DEADLINE.
10.3.3 Final Payment
Final payment will not be made until City has verified that Developer has met
the National Objective at time of such Reimbursement Request, and that Developer
has submitted an accurate initial Performance Report, including the Unduplicated
Client Data Report—Attachment III.
10.4 Withholding Payment.
10.4.1 CITY SHALL WITHHOLD PAYMENTS REQUESTED UNDER
THIS CONTRACT IF COMPLETE DOCUMENTATION IS NOT RECEIVED.
10.4.2 FINAL REIMBURSEMENT SHALL NOT BE MADE UNTIL
ALL LIENS ARE RELEASED TO CITY'S SATISFACTION.
10.5 Timing of Payment.
Provided that Developer submits Complete Documentation in conformance with
the requirements of this Contract and the CDBG Regulations, City will reimburse
Developer for eligible expenses within 30 calendar days.
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11. DEFAULT AND TERMINATION.
11.1 Failure to Begin or Complete the Required Improvements
11.1.1 If Developer fails to begin construction on the Required Improvements
within 18 months of the execution of this Contract, the Contract shall automatically
terminate without further warning or opportunity to cure, and with no penalty or liability
to City.
11.1.2 If City determines that the Required Improvements were not completed
by the Completion Deadline or have failed to pass any of the inspections described in
Section 6.1.1,City shall have the right to terminate this Contract with no penalty or liability
to City, with such termination to be effective immediately upon written notice. City shall
also be entitled to demand that Developer repay City in accordance with the provisions of
Section 5.6.1.8 within 30 days of written notice by City or City may pursue any of its
remedies under this Contract or the Loan Documents.
11.2 Failure to Submit Complete Documentation During Construction.
11.2.1 If Developer fails to submit Complete Documentation during
construction of the Required Improvements in accordance with Exhibit "C" —
Construction and Reimbursement Schedule or if any report or documentation submitted
as part of Complete Documentation is not in compliance with this Contract or CDBG
Regulations as determined by City, City will notify Developer in writing and the Developer
will have 15 calendar days from the date of the written notice to submit or resubmit any
such report or documentation. If Developer fails to submit or resubmit any such report or
documentation within such time, City shall have the right to withhold payments. If such
failure continues for an additional 15 days (a total of 30 days), City shall have the right to
terminate this Contract effective immediately upon written notice of such intent with no
penalty or liability to City. Notwithstanding anything to the contrary herein, City will not
be required to pay any CDBG Funds to Developer during the period that any such report
or documentation is not in compliance with this Contract or the CDBG Regulations.
11.2.2 If any of Developer's Reimbursement Requests are incomplete or
otherwise not in compliance with this Contract or CDBG Regulations as determined by
City, Developer shall be in default of this Contract. City will notify Developer in writing
of such default and the Developer will have 15 calendar days from the date of the written
notice to resubmit any such Reimbursement Request to cure the default. If the Developer
fails to cure the default within such time, Developer shall forfeit any payments otherwise
due under such Reimbursement Request. If such failure to resubmit such Reimbursement
Request continues for an additional 15 days (a total of 30 days), City shall have the right
to terminate this Contract effective immediately upon written notice of such intent with no
penalty or liability to City. Notwithstanding anything to the contrary herein, City will not
be required to pay any CDBG Funds to Developer during the period that any such
Reimbursement Request is not in compliance with this Contract or the CDBG Regulations.
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11.2.3 In the event of more than 2 instances of default, cured or uncured, under
Sections Section 11.2.1 or 11.2.2, City reserves the right at its sole option to terminate this
Contract effective immediately upon written notice of such intent with no penalty or
liability to City.
11.2.4 Notwithstanding anything to the contrary herein, City will not be
required to pay any CDBG Funds to Developer during the period that any Reimbursement
Requests,reports or documentation are past due or are not in compliance with this Contract
or the CDBG Regulations, or during any period during which Developer is in default of
this Contract.
11.2.5. In the event of termination under this Section 11.2, all CDBG Funds
awarded but unpaid to Developer pursuant to this Contract shall be immediately forfeited
and Developer shall have no further right to such funds. Any CDBG Funds already paid
to Developer must be repaid to City within 30 days of termination under this Section, or at
City's election Developer must repay City in accordance with the provisions of Section
5.6.1.8. Failure to repay will result in City exercising all legal remedies available to City
under this Contract and the Loan Documents.
11.3 Failure to Maintain or Submit Required Reports and
Documentation During Performance Period.
If Developer fails to maintain all records and documentation as required in Section
9, or fails to submit any report or documentation required by this Contract after the
Required Improvements are completed, or if the maintained or submitted report or
documentation is not in compliance with this Contract or the CDBG Regulations as
determined by City, City will notify Developer in writing and the Developer will have 15
calendar days from the date of the written notice to obtain or recreate the missing records
and documentation, or submit or resubmit any such report or documentation to City. If
Developer fails to maintain the required reports or documentation, or submit or resubmit
any such report or documentation within such time, City shall have the right to terminate
this Contract effective immediately upon written notice of such intent with no penalty or
liability to City. In the event of termination under this Section 11.3,any CDBG Funds paid
to Developer must be repaid to City within 30 days of termination under this Section, or at
City's election Developer must repay City in accordance with the provisions of Section
5.6.1.8. Failure to repay will result in City exercising all legal remedies available to City
under this Contract and the Loan Documents.
11.4 In General.
11.4.1 Subject to Sections 11.1, 11.2 and 11.3,and unless specifically provided
otherwise in this Contract, Developer shall be in default under this Contract if Developer
breaches any term or condition of this Contract. In the event that such a breach remains
uncured after 30 calendar days following written notice by City(or such other notice period
as may be specified herein) or, if Developer has diligently and continuously attempted to
cure following receipt of such written notice but reasonably required more than 30 calendar
days to cure, as determined by the Parties mutually and in good faith, City shall have the
right to elect, in City's sole discretion,to (i) extend Developer's time to cure, (ii)terminate
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this Contract effective immediately upon written notice of such intent to Developer, or(iii)
to pursue any other legal remedies available to City under this Contract or the Loan
Documents.
11.4.2 City's remedies may include:
11.4.2.1 Direct Developer to prepare and follow a schedule of actions
for carrying out the affected activities, consisting of
schedules, timetables and milestones necessary to
implement the affected activities.
11.4.2.2 Direct Developer to establish and follow a management plan
that assigns responsibilities for carrying out the remedial
activities.
11.4.2.3 Cancel or revise activities likely to be affected by the
performance deficiency before expending CDBG Funds for
the activities.
11.4.2.4 Reprogram CDBG Funds that have not yet been expended
fiom affected activities to other eligible activities or
withhold CDBG Funds.
11.4.2.5 Direct Developer to reimburse City in any amount of CDBG
Funds not used in accordance with the CDBG Regulations.
11.4.2.6 Suspend reimbursement of CDBG Funds for affected
activities.
11.4.2.7 Any other appropriate action including but not limited to any
remedial action legally available such as declaratory
judgment, specific performance, damages, temporary or
permanent injunctions, termination of this Contract or any
other contracts with Developer, and any other available
remedies.
11.4.3 In the event of termination under this Section 11.4, all CDBG Funds
awarded but unpaid to Developer pursuant to this Contract shall be immediately rescinded
and Developer shall have no further right to such funds and any CDBG Funds already paid
to Developer must be repaid to City within 30 days of termination, or at City's election
Developer must repay City in accordance with the provisions of Section 5.6.1.8. Failure
to repay will result in City exercising all legal remedies available to City under this
Contract or the Loan Documents.
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11.5 No Funds Disbursed While in Breach.
Developer understands and agrees that no CDBG Funds will be paid to Developer
until all defaults are cured to City's satisfaction.
11.6 No Compensation After Date of Termination.
In the event of termination,Developer shall not receive any compensation for work
undertaken after the date of the termination.
11.7 Rilzhts of City Not Affected.
Termination shall not affect or terminate any of the existing rights of City against
Developer, or which may thereafter accrue because of such default, and this provision shall
be in addition to any and all other rights and remedies available to City under the law and
Loan Documents including, but not limited to, compelling Developer to complete the
Required Improvements in accordance with the terms of the Contract. Such termination
does not terminate any applicable provisions of this Contract that have been expressly
noted as surviving the term or early termination of the Contract. No delay or omission by
City in exercising any right or remedy available to it under this Contract shall impair any
such right or remedy or constitute a waiver or acquiescence in any Developer default.
11.8 Waiver of Breach Not Waiver of Subsequent Breach.
The waiver of a breach of any term, covenant, or condition of this Contract shall
not operate as a waiver of any subsequent breach of the same or any other term, covenant
or condition hereof.
11.9 Civil, Criminal and Administrative Penalties.
Failure to perform all the Contract terms may result in civil, criminal or
administrative penalties, including, but not limited to those set out in this Contract.
11.10 Termination for Cause.
11.10.1 City may terminate this Contract in the event of Developer's default,
inability, or failure to perform subject to notice, grace and cure periods. In the event City
terminates this Contract for cause, all CDBG Funds awarded but unpaid to Developer
pursuant to this Contract shall be immediately rescinded and Developer shall have no
further right to such funds and any CDBG Funds already paid to Developer must be repaid
to City within 30 days of termination, or at City's election Developer must repay City in
accordance with the provisions of Section 5.6.1.8. Failure to repay will result in City
exercising all remedies available to City under this Contract or the Loan Documents.
11.10.2 Developer may terminate this Contract if City does not provide the
CDBG Funds substantially in accordance with this Contract.
11.11 Termination for Convenience.
In terminating in accordance with 24 C.F.R. 85.44 this Contract may be terminated
in whole or in part only as follows:
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11.11.1 By City with the consent of Developer in which case the Parties shall
agree upon the termination conditions,including the effective date and in the case of partial
termination, the portion to be terminated; or
11.11.2 By the Developer upon at least 30 days' written notice to City, setting
forth the reasons for such termination, the effective date, and in the case of partial
termination, the portion to be terminated. In the case of a partial termination, City may
terminate the Contract in its entirety if City determines that the remaining portion of the
Contract to be performed or CDBG Funds to be spent will not accomplish the purposes for
which this Contract was made.
11.12 Dissolution of Developer Terminates Contract.
In the event Developer is dissolved or ceases to exist, this Contract shall terminate.
In the event of termination under this Section, all CDBG Funds are subject to repayment
and/or City may exercise all of its remedies under this Contract and the Loan
Documents.
12. REPAYMENT OF FUNDS.
All CDBG Funds are subject to repayment in the event the Required Improvements
do not meet the requirements as set out in this Contract or in the CDBG Regulations,
including but not limited to meeting the National Objective. If Developer changes use of
Required Improvements to one that does not meet the CDBG Requirements,the City
Requirements, the National Objective and/or other requirements of the CDBG
Regulations or the terms of this Contract, Developer must either (i) repay the CDBG
Funds or (ii) at City's election Developer must repay City in accordance with the
provisions of Section 5.6.1.8.
13. MATERIAL OWNERSHIP CHANGE.
13.1 If ownership of the Developer or the project materially changes after the
date of this Contract, City may but is not obligated to, terminate this Contract. City has 30
days to make such determination after receipt of notice from Developer and failure to make
such determination will constitute a waiver. In the event of termination under this Section
13, all CDBG Funds awarded but not yet paid to Developer pursuant to this Contract shall
be immediately rescinded and Developer shall have no further right to such funds. Any
CDBG Funds already paid to Developer must be repaid to City within 30 days of
termination under this Section.
13.2 City agrees that ownership of the project may be transferred to a nonprofit
corporation that qualifies as a Qualified Active Low Income Business within the meaning
of Section 45D of the Code in connection with the NMTC financing for the project so long
as the transferee is a supporting organization (within the meaning of Section 509(a)(3) of
the Code) for the benefit of Developer and is an affiliate of Developer, and such transfer
does not violate the CDBG Regulations. Developer agrees to promptly notify City in
writing prior to any such transfer so that City may promptly determine compliance with
the CDBG Regulations and other terms and conditions of this Contract.
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14. GENERAL PROVISIONS.
14.1 Developer an Independent Contractor.
Developer shall operate hereunder as an independent contractor and not as an
officer, agent, servant or employee of City. Developer shall have exclusive control of, and
the exclusive right to control, the details of the work and services performed hereunder,
and all persons performing same, and shall be solely responsible for the acts and omissions
of its officers,members, agents, servants, employees, contractors, subcontractors,vendors,
tenants, clients, licensees or invitees.
14.2 Doctrine of Respondeat Superior.
The doctrine of respondeat superior shall not apply as between City and Developer,
its officers, members, agents, servants, employees, contractors, subcontractors, tenants,
clients,licensees or invitees, and nothing herein shall be construed as creating a partnership
or j oint enterprise between City and Developer. City does not have the legal right to control
the details of the tasks performed hereunder by Developer, its officers, members, agents,
employees, contractors, subcontractors, vendors, tenants, licensees or invitees.
14.3 Developer Property.
City shall under no circumstances be responsible for any property belonging to
Developer, its officers,members, agents, employees, contractors, subcontractors, vendors,
tenants, clients, licensees or invitees that may be lost, stolen or destroyed or in any way
damaged and DEVELOPER HEREBY INDEMNIFIES AND HOLDS HARMLESS
CITY AND ITS OFFICERS,AGENTS,AND EMPLOYEES FROM ANY AND ALL
CLAIMS OR SUITS PERTAINING TO OR CONNECTED WITH SUCH
PROPERTY.
14.4 Religious Organization.
No portion of the CDBG Funds shall be used in support of any sectarian or religious
activity. In addition, there must be no religious or membership criteria for clients of a
CDBG-funded service.
14.5 Venue.
Venue shall lie in Tarrant County, Texas for any action, whether real or asserted,
at law or in equity, arising out of the execution, performance, attempted performance or
non-performance of this Contract.
14.6 Governing Law.
This Contract shall be governed by and construed in accordance with the laws of
the State of Texas. If any action, whether real or asserted, at law or in equity, arises out of
the execution, performance or non-performance of this Contract or on the basis of any
provision herein, for any issue not governed by federal law, the choice of law shall be the
laws of the State of Texas.
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14.7 Severability.
The provisions of this Contract are severable, and, if for any reason a clause,
sentence, paragraph or other part of this Contract shall be determined to be invalid by a
court or Federal or State agency, board or commission having jurisdiction over the subject
matter thereof, such invalidity shall not affect other provisions which can be given effect
without the invalid provision.
14.8 Written Agreement Entire Agreement.
This written instrument and the Attachments and Exhibits attached hereto, which
are incorporated by reference and made a part of this Contract for all purposes, constitute
the entire agreement by the Parties concerning the work and services to be performed under
this Contract. Any prior or contemporaneous oral or written agreement which purports to
vary the terms of this Contract shall be void. Any amendments to the terms of this Contract
must be in writing and executed by the Parties.
14.9. Paragraph Headings for Reference Only, No Legal Significance;
Number and Gender.
The paragraph headings contained herein are for convenience in reference to this
Contract and are not intended to define or to limit the scope of any provision of this
Contract. When context requires, singular nouns and pronouns include the plural and the
masculine gender shall be deemed to include the feminine or neuter and the neuter gender
to include the masculine and feminine. The words "include" and "including" whenever
used herein shall be deemed to be followed by the words "without limitation".
14.10 Compliance With All Applicable Laws and Regulations.
Developer agrees to comply fully with all applicable laws and regulations that are
currently in effect or that are hereafter amended during the term of this Contract and
throughout the Performance Period. Those laws include, but are not limited to:
➢ CDBG Regulations found in 24 CFR Part 570.
➢ Title I of the Housing and Community Development Act of 1974, as amended,
(42 USC 5301 et seq.)
➢ Title VI of the Civil Rights Act of 1964 (42 U.S.C. Sections 2000d et seq.)
including provisions requiring recipients of federal assistance to ensure
meaningful access by person of limited English proficiency
➢ The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C.
Sections 3601 et seq.)
➢ Executive Orders 11063, 11246 as amended by 11375 and 12086 and as
supplemented by Department of Labor regulations 41 CFR, Part 60
➢ The Age Discrimination in Employment Act of 1967
➢ The Age Discrimination Act of 1975 (42 U.S.C. Sections 6101 et seq.)
➢ The Uniform Relocation Assistance and Real Property Acquisition Policies Act
of 1970 (42 U.S.C. Sections 4601 et seq. and 49 CFR Part 24) ("URA")
➢ Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. Sections 794 et seq.)
and 24 CFR Part 8 where applicable
➢ National Environmental Policy Act of 1969, as amended, 42 U.S.C. sections
4321 et seq. ("NEPA") and the related authorities listed in 24 CFR Part 58.
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➢ The Clean Air Act,as amended, (42 U.S.C. Sections 1251 et seq.)and the Clean
Water Act of 1977,as amended(33 U.S.C. Sections 1251 et seq.)and the related
Executive Order 11738 and Environmental Protection Agency Regulations at
40 CFR Part 15. In no event shall any amount of the assistance provided under
this Contract be utilized with respect to a facility that has given rise to a
conviction under the Clean Air Act or the Clean Water Act.
➢ Immigration Reform and Control Act of 1986 (8 U.S.C. Sections 1101 et seq.)
specifically including the provisions requiring employer verifications of legal
status of its employees
➢ The Americans with Disabilities Act of 1990 (42 U.S.C. Sections 12101 et
seq.), the Architectural Barriers Act of 1968 as amended (42 U.S.C. sections
4151 et seq.) and the Uniform Federal Accessibility Standards,24 CFR Part 40,
Appendix A
➢ Regulations at 24 CFR Part 87 related to lobbying, including the requirement
that certifications and disclosures be obtained from all covered persons
➢ Drug Free Workplace Act of 1988 (41 U.S.C. Sections 701 etseq.) and 24 CFR
Part 23, Subpart F
➢ Executive Order 12549 and 24 CFR Part 5.105(c) pertaining to restrictions on
participation by ineligible, debarred or suspended persons or entities
➢ Section 6002 of the Solid Waste Disposal Act, as amended by the Resource
Conservation and Recovery Act
➢ Guidelines of the Environmental Protection Agency at 40 CFR Part 247
➢ For contracts and subgrants for construction or repair, Copeland "Anti-
Kickback" Act (18 U.S.C. 874) as supplemented in 29 CFR Part 5
➢ For construction contracts in excess of$2,000, and in excess of$2,500 for other
contracts which involve the employment of mechanics or laborers, Sections 103
and 107 of the Contract Work Hours and Safety Standards Act(40 U.S.C. 327A
300) as supplemented by 29 CFR Part 5
➢ Lead-Based Paint Poisoning Prevention Act (42 U.S.C. 4801 et seq.), as
amended by the Residential Lead-Based Paint Hazard Reduction Act of 1992
(42 U.S.C. 4851 et seq.) and implementing regulations at 24 CFR Part 35,
subparts A, B, M, and R
➢ Uniform Administrative Requirements, Cost Principles, and Audit
Requirements for Federal Awards, 2 CFR Part 200 et seq.
➢ Federal Funding Accountability and Transparency Act of 2006, (Pub.L. 109-
282,as amended by Section 6205(a) of Pub.L. 110-252 and Section 3 of Pub.L.
113-101)
➢ Federal Whistleblower Regulations, 10 U.S.C. 2409,41 U.S.C. 4712, 10 U.S.C.
2324, 41 U.S.C. 4304 and 41 U.S.C. 4310.
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14.11 HUD-Assisted Projects and Employment and other Economic
Opportunities; Section 3 Requirements.
14.11.1 Requirement that Law Be Quoted in Covered Contracts. — Certain
Requirements Pertaining to Section 3 of the Housing and Urban
Development Act of 1968 as Amended (12 U.S.C. Sections 1701 et
seq.) and its Related Regulations at 24 CFR Part 135
If the construction of the Required Improvements will cause the creation of new
employment, training, or contracting opportunities on a contractor or subcontractor level
resulting from the expenditure of the CDBG Funds, Developer shall comply with the
following and will ensure that its contractors also comply. If the work performed under
this Contract is on a project assisted under a program providing direct Federal financial
assistance from HUD,Section 3 of 24 CFR 135.38 ("Section 3")requires that the following
clause, shown in italics, be inserted in all covered contracts ("Section 3 Clause"):
Section to be quoted in covered contracts begins:
"A. The work to be performed under this contract is subject to the
requirements of Section 3 of Housing and Urban Development Act of 1968,
as amended, 12 U.S.C. section 1701 u (Section 3). The purpose of Section
3 is to ensure that employment and other economic opportunities generated
by HUD assisted or HUD-assisted programs covered by Section 3, shall to
the greatest extent feasible, be directed to low- and very-low income
persons, particularly persons who are recipients of HUD assistance for
housing.
B. The parties to this contract agree to comply with HUD's regulations
in 24 CFR Part 135, which implement Section 3. As evidenced by their
execution of this contract, the parties to this contract certify that they are
under no contractual or other impediment that would prevent them from
complying with the Part 135 regulations.
C. The contractor agrees to send to each labor organization or
representative of workers with which it has a collective bargaining
agreement or other understanding, if any, a notice advising the labor
organization or workers' representatives of the contractor's commitments
tinder this Section 3 clause and will post copies of the notice in conspicuous
places at the work site where both employees and applicants for training
and employment positions can see the notice. The notice shall describe the
Section 3 preference, shall set forth minimum number and job titles subject
to hire, availability of apprentice and training positions, the qualifications
for each; and the name and location of the persons) taking applications for
each of the positions; and the anticipated date the work shall begin.
D. The contractor agrees that it will include this Section 3 clause in
every subcontract to comply with regulation in 24 CFR Part 135, and
agrees to take appropriate action, as provided in an applicable provision
of the subcontract or in this Section 3 clause, upon finding that the
subcontractor is in violation of the regulations in 24 CFR Part 135. The
contractor will not subcontract with any subcontractor where it has notice
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or knowledge that the subcontractor has been found in violation of
regulations in 24 CFR 135.
E. The contractor will certify that any vacant employment positions,
including training positions that are filed: (1) after the contractor is
selected but before the contract is executed, and(2) with persons other than
those to whom the regulations of 24 CFR Part 135. The contractor will not
subcontract with any subcontractor inhere it has notice or knowledge that
the subcontractor has been found in violation of regulations in 24 CFR 135.
F. Noncompliance with HUD's regulation in 24 CFR Part 135 may
result in sanctions, termination of this contract for default, and debarment
or suspension from future HUD assisted contracts.
G. With respect to work performed in connection with Section 3
covered Indian housing assistance, section 7(b) of the Indian Self-
Determination and Education Assistance Act (25 U.S.C. section 450e) also
applies to the work to be performed under this Contract. Section 7(b)
requires that to the greatest extent feasible (i)preference and opportunities
for training and employment shall be given to Indians, and (ii)preference
in the award of contracts and subcontracts shall be given to Indian
organizations and Indian-owned Economic Enterprises. Parties to this
contract that are subject to the provisions of Section 3 and Section 7(b)
agree to comply with Section 3 to the maximum extent feasible, but not in
derogation of compliance with Section 7(b). "
Section to be quoted in covered contracts ends.
14.11.2 Developer Responsibilities for Section 3 Requirements.
City and Developer understand and agree that compliance with the provisions of
Section 3, the regulations set forth in 24 CFR Part 135, and all applicable rules and orders
of HUD shall be a condition of the Federal financial assistance provided to the project
binding upon City and Developer, and their respective successors, assigns, contractors and
subcontractors. Failure to fulfill these requirements shall subject Developer and its
contractors and subcontractors and their respective successors and assigns to those
sanctions specified by the grant agreement through which Federal assistance is provided
and to such sanctions as are specified by 24 CFR Part 135. Developer's responsibilities
include:
14.11.2.1 Implementing procedures to notify Section 3 residents and
business concerns about training, employment, and
contracting opportunities generated by Section 3 covered
assistance;
14.11.2.2 Notifying potential contractors working on Section 3
covered projects of their responsibilities;
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14.11.2.3 Facilitating the training and employment of Section 3
residents and the award of contracts to Section 3 business
concerns;
14.11.2.4 Assisting and actively cooperating with the Neighborhood
Services Department in making contractors and
subcontractors comply;
14.11.2.5 Refraining from entering into contracts with contractors
that are in violation of Section 3 regulations;
14.11.2.6 Documenting actions taken to comply with Section 3; and
14.11.2.7 Submitting Section 3 Annual Summary Reports (form
HUD-60002) in accordance with 24 CFR Part 135.90.
14.11.3 Section 3 Reporting Requirements.
In order to comply with the Section 3 requirements, Developer must submit the
forms attached hereto as Exhibit "I" - Section 3 Reporting Forms.
14.11.3.1 Developer or its contractor must report all applicants for
employment by contractor and any subcontractor to City
on a quarterly basis. This shall include name, address, zip
code, date of application, and status (hired/not-hired) as of
the date of the report.
14.11.3.2 Developer or its contractor must advertise available
positions to the public for open competition, and provide
documentation to City with the quarterly report that
demonstrates such open advertisement, in the form of
printout of Texas Workforce Commission posting, copy of
newspaper advertisement, copy of flyers and listing of
locations where flyers were distributed, and the like.
14.11.3.3 Developer or its contractor must report all contracts
awarded by contractor and subcontractor to City on a
quarterly basis. This shall include name of contractor
and/or subcontractor, address, zip code, and amount of
award as of the date of the report.
14.12 Prohibition Against Discrimination.
14.12.1 General Statement.
Developer, in the execution, performance or attempted performance of this
Contract, and in operation of services provided on the Property, shall comply with all non-
discrimination requirements of 24 CFR 570.607 and the ordinances codified at Chapter 17,
Article III, Division 4—Fair Housing of the City Code. Developer may not discriminate
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against any person because of race, color, sex, gender, religion, national origin, familial
status, disability or perceived disability, sexual orientation, gender identity, gender
expression, or transgender, nor will Developer permit its officers, members, agents,
employees, vendors, or project participants to engage in such discrimination.
This Contract is made and entered into with reference specifically to the ordinances
codified at Chapter 17, Article III, Division 3 - Employment Practices of the City Code,
and Developer hereby covenants and agrees that Developer, its officers, members, agents,
employees, vendors, and contractors, have fully complied with all provisions of same and
that no employee, or applicant for employment has been discriminated against under the
terms of such ordinances by either or its officers,members, agents, employees, vendors, or
contractors.
14.12.2 No Discrimination in Employment during the Performance of this
Contract.
During the performance of this Contract, Developer agrees to the following
provision, and will require for the construction of the Required Improvements that its
contractors, subcontractors, and vendors also comply with such provision by including it
in all contracts with its contractors, subcontractors, or vendors:
[Contractor's, Subcontractor's or Vendor's Name] will not unlawfully
discriminate against any employee or applicants for employment because of race, color,
sex, gender, religion, national origin, familial status, disability or perceived disability,
sexual orientation, gender identity, gender expression or transgender. [Contractor's,
Subcontractor's or Vendor's Namelwill take affirmative action to ensure that applicants
are hired without regard to race, color, sex, gender,religion,national origin,familial status,
disability or perceived disability, sexual orientation, gender identity, gender expression or
transgender and that employees are treated fairly during employment without regard to
their race, color, sex, gender, religion, national origin, familial status, disability or
perceived disability, sexual orientation, gender identity, gender expression or transgender.
Such action shall include, but not be limited to, the following: employment, upgrading,
demotion or transfer,recruitment or recruitment advertising, layoff or termination,rates of
pay or other forms of compensation, and selection for training, including apprenticeship.
[Contractor's, Subcontractor's or Vendor's Nanzel_agrees to post in conspicuous places,
available to employees and applicants for employment, notices setting forth the provisions
of this nondiscrimination clause.
[Contractor's, Subcontractor's or Vendor's Name]----will, in all solicitations or
advertisements for employees placed by or on behalf of[Contractor's, Subcontractor's or
Vendor's Namel_, state that all qualified applicants will receive consideration for
employment without regard to race, color, sex, gender, religion, national origin, familial
status, disability or perceived disability, sexual orientation, gender identity, gender
expression or transgender.
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[Contractor's, Subcontractor's or Vendor's Name]_covenants that neither it nor
any of its officers, members, agents, employees, or contractors, while engaged in
performing this Contract, shall, in connection with the employment, advancement or
discharge of employees or in connection with the terms, conditions or privileges of their
employment, discriminate against persons because of their age or because of any disability
or perceived disability, except on the basis of a bona fide occupational qualification,
retirement plan or statutory requirement.
[Contractor's, Subcontractor's or Vendor's Namejfurther covenants that neither
it nor its officers, members, agents, employees, contractors, or persons acting on their
behalf, shall specify, in solicitations or advertisements for employees to work on this
Contract, a maximum age limit for such employment unless the specified maximum age
limit is based upon a bona fide occupational qualification, retirement plan or statutory
requirement.
14.12.3 Developer's Contractors and the ADA.
In accordance with the provisions of the Americans With Disabilities Act of 1990
("ADA"), Developer warrants that it and any of its contractors will not unlawfully
discriminate on the basis of disability in the provision of services to the general public,nor
in the availability, terms and/or conditions of employment for applicants for employment
with, or employees of Developer or any of its contractors. DEVELOPER WARRANTS
IT WILL FULLY COMPLY WITH ADA'S PROVISIONS AND ANY OTHER
APPLICABLE FEDERAL, STATE AND LOCAL LAWS CONCERNING
DISABILITY AND WILL DEFEND,INDEMNIFY AND HOLD CITY HARMLESS
AGAINST ANY CLAIMS OR ALLEGATIONS ASSERTED BY THIRD PARTIES
OR CONTRACTORS AGAINST CITY ARISING OUT OF DEVELOPER'S
AND/OR ITS CONTRACTORS', AGENTS' OR EMPLOYEES' ALLEGED
FAILURE TO COMPLY WITH THE ABOVE-REFERENCED LAWS
CONCERNING DISABILITY DISCRIMINATION IN THE PERFORMANCE OF
THIS CONTRACT.
14.13 Conflict of Interest and Violations of Criminal Law.
14.13.1 Developer Safeguards.
Developer shall establish safeguards to prohibit its employees, board members,
advisors and agents from using positions for a purpose that is or gives the appearance of
being motivated by a desire for private gain for themselves or others, particularly those
with whom they have family, business or other ties. Developer shall disclose to City any
conflict of interest or potential conflict of interest described above, immediately upon
discovery of such.
14.13.2 General Prohibition Against Conflicts of Interest.
No persons who are employees, agents, consultants, officers or elected officials or
appointed officials of City or of Developer who exercise or have exercised any functions
or responsibilities with respect to activities assisted with CDBG Funds or who are in a
position to participate in a decision-making process or gain inside information with regard
to these activities may utilize CDBG services, may obtain a financial interest or benefit
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from a CDBG-assisted activity, or have an interest in any contract, subcontract or
agreement with respect thereto, or the proceeds thereunder, either for themselves or those
with whom they have family or business ties, during their tenure or for 1 year thereafter,
unless they are accepted in accordance with the procedures set forth at 24 CFR 570.611.
14.13.2.1 Developer shall establish conflict of interest policies for
Federal Awards and shall provide such policies in writing to
City in accordance with the requirements of 2 CFR Part
200.112.
14.13.3 Disclosure of Conflicts of Interest.
In compliance with 2 CFR Part 200.112, Developer is required to timely disclose
to City in writing any potential conflict of interest, as described in this Section.
14.13.4 Disclosure of Texas Penal Code Violations.
Developer affirms that it will adhere to the provisions of the Texas Penal Code
which prohibits bribery and gifts to public servants.
14.13.5 Disclosure of Federal Criminal Law Violations.
In compliance with 2 CFR Part 200.113, Developer is required to timely disclose to City
all violations of federal criminal law involving fraud, bribery or gratuity violations
potentially affecting this Contract.
14.14 Labor Standards.
14.14.1 As applicable,Developer agrees to comply with the requirements of the
Secretary of Labor in accordance with the Davis-Bacon Act (40 U.S.C. 276a-7) 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 Contract. Developer
agrees to comply with the Copeland Anti-Kick Back Act (18 U.S.C. 874 et seq.) and its
implementing regulations of the United .States Department of Labor at 29 CFR Part 5.
Developer shall maintain documentation that demonstrates compliance with hour and wage
requirements of this Contract and the CDBG Regulations. Such documentation shall be
made available promptly to City for review upon request.
14.14.2 Developer agrees that, where required by the CDBG Regulations, all
contractors engaged under contract 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 j ourney workers;
provided that,if wage rates higher than those required under these regulations are imposed
by state or local law, nothing hereunder is intended to relieve Developer of its obligation,
if any, to require payment of the higher wage. Developer shall cause or require to be
inserted in full provisions meeting the requirements of this paragraph in all such contracts
subject to such regulations.
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14.14.3 If Davis-Bacon is applicable, Developer shall provide City access to
employee payrolls, contractor and subcontractors payrolls and other wage information for
persons performing construction of the Development. Payrolls must be submitted to the
Neighborhood Services Department weekly, and must be available to Neighborhood
Services Department staff upon request. In addition, Developer shall ensure that City will
have access to employees, contractors and subcontractors and their employees in order to
conduct onsite interviews with laborers and mechanics. Developer shall inform its
contractors and subcontractors that City staff and/or Federal agencies may conduct periodic
employee wage interview visits during the construction of the Required Improvements to
ensure compliance.
14.15 Subcontracting with Small and Minority Firms,Women's Business
Enterprises and Labor Surplus Areas.
14.15.1 For procurement contracts $50,000.00 or larger, Developer agrees to
abide by City's policy to involve Minority Business Enterprises and Small Business
Enterprises and to provide them equal opportunity to compete for contracts for
construction, provision of professional services, purchase of equipment and supplies and
provision of other services required by City. Developer agrees to incorporate the City's
BDE Ordinance, and all amendments or successor policies or ordinances thereto, into all
contracts and subcontracts for procurement $50,000.00 or larger, and will further require
all persons or entities with which it so contracts to comply with said ordinance.
14.15.2 It is national policy to award a fair share of contracts to disadvantaged
business enterprises ("DBEs"), small business enterprises ("SBEs"), minority business
enterprises ("MBEs"), and women's business enterprises ("WBEs"). Accordingly,
affirmative steps must be taken to assure that DBEs, SBEs, MBEs, and WBEs are utilized
when possible as sources of supplies, equipment, construction and services.
14.15.3 In order to comply with Federal reporting requirements, Developer
must submit the form attached hereto as Exhibit"L" —MBE Reporting Form for each
contract or subcontract with a value of$25,000.00 or more paid or to be paid with the
CDBG Funds. Developer shall submit this form annually by the date specified in
Exhibit "L"—MBE Reporting Form.
14.16 Other Laws.
The failure to list any federal, state or City ordinance, law or regulation that is
applicable to Developer does not excuse or relieve Developer from the requirements or
responsibilities in regard to following the law, nor from the consequences or penalties for
Developer's failure to follow the law, if applicable.
14.17 Assignment.
Developer shall not assign all or any part of its rights, privileges, or duties under
this Contract without the prior written approval of City, except for the assignment set forth
in Section 13 to a QALICB in connection with the proposed NMTC financing of the
project. Any attempted assignment other than to a QALICB without approval shall be
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void, and shall constitute a breach of this Contract.
14.18 Right to Inspect Developer Contracts.
It is agreed that City has the right to inspect and approve in writing, prior to any
charges being incurred, any proposed contracts between Developer and (i) its general
contractor and subcontractors, including any lower tier subcontractors engaged in any
activity that is funded as a part of the construction of the Required Improvements to ensure
they contain Davis-Bacon Act and Section 3 requirements, (ii)vendor contracts arising out
of the construction of the Required Improvements, and (iii) any third party contracts to be
paid with CDBG Funds.
14.19 Force Majeure
If Developer becomes unable, either in whole or part,to fulfill its obligations under
this Contract due to acts of God, strikes, lockouts, or other industrial disturbances, acts of
public enemies, wars,blockades, insurrections,riots, epidemics, earthquakes, fires, floods,
restraints or prohibitions by any court,board, department, commission or Developer of the
United States or of any States, civil disturbances, or explosions, or some other reason
beyond such Developer's control (collectively, "Force Majeure Event"), the obligations
so affected by such Force Majeure Event will be suspended only during the continuance of
such event. Developer will give City written notice of the existence, extent and nature of
the Force Majeure Event as soon as reasonably possible after the occurrence of the event.
Failure to give notice will result in the continuance of the Developer's obligation regardless
of the extent of any existing Force Majeure Event. Developer will use commercially
reasonable efforts to remedy its inability to perform as soon as possible.
14.20 Survival.
Any provision of this Contract that pertains to the CDBG Requirements, the City
Requirements, the National Objective, auditing, monitoring, client income eligibility,
record keeping and reports, City ordinances,the provisions of Section 6.6 pertaining to the
Federal System Award Management, or any other applicable CDBG Program
requirements, and any default and enforcement provisions necessary to enforce such
provisions, shall survive the term or earlier termination of this Contract for the longer of
(i) 5 years after the termination of this Contract, or (ii) 5 years after the termination of the
Performance Period, and shall be enforceable by City against Developer.
15. INDEMNIFICATION AND RELEASE.
DEVELOPER COVENANTS AND AGREES TO INDEMNIFY, HOLD
HARMLESS AND DEFEND,AT ITS OWN EXPENSE,CITY AND ITS OFFICERS,
AGENTS,SERVANTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL
CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF
WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED,
ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION,
PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE
OF THIS CONTRACT AND/OR THE OPERATIONS, ACTIVITIES AND
SERVICES OF THE REQUIRED IMPROVEMENTS DESCRIBED HEREIN,
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WHETHER OR NOT CAUSED IN WHOLE OR IN PART, BY ALLEGED
NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS OR SUBCONTRACTORS OF CITY; AND DEVELOPER
HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY OF CITY AND
ITS OFFICERS,AGENTS, SERVANTS,AND EMPLOYEES FOR ANY AND ALL
CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF
WHATSOEVER KINDS OR CHARACTER, WHETHER REAL OR ASSERTED,
ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION,
PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE
OF THIS CONTRACT AND/OR THE OPERATIONS, ACTIVITIES AND
SERVICES OF THE REQUIRED IMPROVEMENTS DESCRIBED HEREIN,
WHETHER OR NOT CAUSED IN WHOLE OR IN PART BY ALLEGED
NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS OR SUBCONTRACTORS OF CITY. DEVELOPER LIKEWISE
COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY AND HOLD
HARMLESS CITY FROM AND AGAINST ANY AND ALL INJURY, DAMAGE
OR DESTRUCTION OF PROPERTY OF CITY, ARISING OUT OF OR IN
CONNECTION WITH ALL ACTS OR OMISSIONS OF DEVELOPER, ITS
OFFICERS, MEMBERS, AGENTS, EMPLOYEES, CONTRACTORS,
SUBCONTRACTORS,INVITEES,LICENSEES, OR PROJECT PARTICIPANTS,
OR CAUSED, IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF
OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR
SUBCONTRACTORS OF CITY.
IT IS THE EXPRESS INTENTION OF THE PARTIES,BOTH DEVELOPER AND
CITY, THAT THE INDEMNITY PROVIDED FOR THIS SECTION INCLUDES
INDEMNITY BY DEVELOPER TO INDEMNIFY AND PROTECT CITY FROM
THE CONSEQUENCES OF CITY'S OWN NEGLIGENCE, WHETHER THAT
NEGLIGENCE IS ALLEGED TO BE THE SOLE OR CONCURRING CAUSE OF
THE INJURY, DAMAGE OR DEATH.
DEVELOPER AGREES TO AND SHALL RELEASE CITY, ITS AGENTS,
EMPLOYEES, OFFICERS AND LEGAL REPRESENTATIVES FROM ALL
LIABILITY FOR INJURY, DEATH, DAMAGE OR LOSS TO PERSONS OR
PROPERTY SUSTAINED IN CONNECTION WITH OR INCIDENTAL TO
PERFORMANCE UNDER THIS CONTRACT, EVEN IF THE INJURY, DEATH,
DAMAGE OR LOSS IS CAUSED BY CITY'S SOLE OR CONCURRENT
NEGLIGENCE.
DEVELOPER SHALL REQUIRE ALL OF ITS CONTRACTORS,
SUBCONTRACTORS, AND VENDORS TO INCLUDE IN THEIR CONTRACTS
AND SUBCONTRACTS A RELEASE AND INDEMNITY IN FAVOR OF CITY IN
SUBSTANTIALLY THE SAME FORM AS ABOVE.
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16. WAIVER OF IMMUNITY BY DEVELOPER.
If Developer, as a charitable or nonprofit organization, has or claims an immunity
or exemption (statutory or otherwise) from and against liability for damages or injury,
including death, to persons or property, Developer hereby expressly waives its rights to
plead defensively such immunity or exemption as against City. This Section shall not be
construed to affect a governmental entity's immunities under constitutional, statutory or
common law.
17. INSURANCE AND BONDING.
Developer will maintain blanket fidelity coverage in the form of insurance or bond in the
amount of$300,000.00 to insure against loss from the fraud, theft or dishonesty of any of
Developer's officers, agents, trustees, directors or employees. The proceeds of such bond
shall be used to reimburse City for any and all loss of CDBG Funds occasioned by such
misconduct. To effectuate such reimbursement, such fidelity coverage shall include a rider
stating that reimbursement for any loss or losses thereunder shall name the City as a Loss
Payee.
Developer shall furnish to City in a timely manner, but not later than the Effective Date,
certificates of insurance as proof that it has secured and paid for policies of commercial
insurance as specified herein. If City has not received such certificates by the Effective
Date, Developer shall be in default of the Contract and City may, at its option, terminate
the Contract.
Such insurance shall cover all insurable risks incident to or in connection with the
execution, performance, attempted performance or nonperformance of this Contract.
Developer shall maintain, or require its general contractor to maintain, the following
coverages and limits thereof.
Commercial General Liability(CGL) Insurance
$1,000,000 each occurrence
$2,000,000 aggregate limit
Non-Profit Organization Liability or Directors & Officers Liability (if applicable)
$1,000,000 Each Occurrence
$1,000,000 Annual Aggregate Limit
Business Automobile Liability Insurance
$1,000,000 each accident on a combined single-limit basis, or
$ 250,000 Property Damage
$ 500,000 Bodily Injury per person per occurrence
$2,000,000 Aggregate
Insurance policy shall be endorsed to cover"Any Auto",defined as autos owned, hired and
non-owned. Pending availability of the above coverage and at the discretion of City,the
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North Texas Area Community Health Centers,Inc.
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policy shall be the primary responding insurance policy versus a personal auto insurance
policy if or when in the course of Developer's business as contracted herein.
Workers' Compensation Insurance
Part A: Statutory Limits
Part B: Employer's Liability
$100,000 each accident
$100,000 disease-each employee
$500,000 disease-policy limit
Note: Such insurance shall cover employees performing work on any and all
projects including but not limited to construction, demolition, and rehabilitation.
Developer or its contractors shall maintain coverages, if applicable. In the event
the respective contractors do not maintain coverage, Developer shall maintain the
coverage on such contractor, if applicable, for each applicable contract.
Additional Requirements
Such insurance amounts shall be revised upward at City's reasonable option and no more
frequently than once every 12 months, and Developer shall revise such amounts within 30
days following notice to Developer of such requirements.
Developer will submit to City documentation that it has obtained insurance coverage and
has executed bonds as required in this Contract prior to payment of any monies provided
hereunder.
Where applicable, insurance policies required herein shall be endorsed to include City as
an additional insured as its interest may appear. Additional insured parties shall include
employees, officers, agents, and volunteers of City.
The Workers' Compensation Insurance policy shall be endorsed to include a waiver of
subrogation, also referred to as a waiver of rights of recovery, in favor of City.
Any failure on part of City to request certificate(s) of insurance shall not be construed as a
waiver of such requirement or as a waiver of the insurance requirements themselves.
Insurers of Developer's insurance policies shall be licensed to do business in the state of
Texas by the Department of Insurance or be otherwise eligible and authorized to do
business in the state of Texas. Insurers shall be acceptable to City insofar as their financial
strength and solvency and each such company shall have a current minimum A.M. Best
Key Rating Guide rating of A: VII or other equivalent insurance industry standard rating
otherwise approved by City.
Deductible limits on insurance policies shall not exceed $5,000 per occurrence unless
otherwise approved by City.
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North Texas Area Community Health Centers,Inc.
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In the event there are any local, Federal or other regulatory insurance or bonding
requirements for the Project, and such requirements exceed those specified herein, the
former shall prevail.
Developer shall require its contractors to maintain applicable insurance coverages, limits,
and other requirements as those specified herein; and, Developer shall require its
contractors to provide Developer with certificate(s) of insurance documenting such
coverage. Also, Developer shall require its contractors to have City and Developer
endorsed as additional insurers (as their interest may appear) on their respective insurance
policies.
Developer shall require its general contractor to maintain builders risk insurance at the
value of the construction.
Notwithstanding any provision in this Contract to the contrary,when applicable,Developer
shall comply with the requirements of 2 CFR 200.310 and shall, at a minimum,provide the
equivalent insurance coverage for real property and equipment acquired or improved with
CDBG Funds as provided to any property owned by Developer.
18. Certification Regarding Lobbying.
The undersigned representative of Developer hereby certifies, to the best of his or
her knowledge and belief, that:
No Federal appropriated funds have been paid or will be paid, by or on
behalf ofDeveloper, to any person for influencing or attempting to influence
an officer or employee of any Developer, a member of Congress, an officer
or employee 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.
If any funds other than federally appropriated funds have been paid or will
be paid to any person for influencing or attempting to influence an officer
or employee of any Developer, member of Congress in connection with this
Federal contract, grant, loan or cooperative agreement, Developer shall
complete and submit Standard Form-LLL, "Disclosure Form to Report
Lobbying, " in accordance with its instructions.
This certif cation is a material representation of fact upon which reliance
was placed when this Contract was made or entered into. Submission of
this certificate is a prerequisite for making or entering into this Contract
imposed by 31 U.S.C. Section 1352. Any person who fails to file the
required certification shall be subject to a civil penalty of not less than
$10,000.00 and not more than $100,000.00 for each such failure.
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Developer shall require that the language of this certification be included in all
subcontracts or agreements involving the expenditure of federal funds.
19. Litigation and Claims
Developer shall give City immediate notice in writing of any action, including any
proceeding before an administrative Developer, filed against Developer in conjunction
with this Contract, the Required Improvements or the project. Developer shall furnish
immediately to City copies of all pertinent papers received by Developer with respect to
such action or claim. Developer shall provide a notice to City within 10 days upon filing
under any bankruptcy or financial insolvency provision of law.
20. Notice.
All notices required or permitted by this Contract must be in writing and shall be
effective upon receipt when (i) sent by United States mail with proper postage, certified
mail return receipt requested, or by a nationally recognized overnight delivery service; and
(ii) addressed to the other Party at the address set out below or at such other address as the
receiving Party designates by proper notice to the sending Party.
City:
City Attorney's Office
Attention: Jessica Sangsvang
1000 Throckmorton Street
Fort Worth, TX 76102
Telephone: 817-392-7600
Copy to:
Neighborhood Services Department
1000 Throckmorton Street
Fort Worth, TX 76102
Attention: Assistant Director
Telephone: 817-392-7540
Copy to:
Neighborhood Services Department
City of Fort Worth
1000 Throckmorton Street
Fort Worth, TX 76102
Attention: Bette Chapman,Neighborhood Development Coordinator
Telephone: 817-392-6125
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Developer:
North Texas Area Community Health Centers, Inc.
2100 N. Main St., Suite 109
Fort Worth TX 76164
Attention: Dr. Elizabeth Trevino, CEO
817-546-6478
Copy to:
North Texas Area Community Health Centers, Inc.
2100 N. Main St., Suite 109
Fort Worth TX 76164
Attention: Jerry Pyron, CFO
817-546-6478
Copy to:
Butler Snow LLP
1801 California Street, Suite 5100
Denver CO 80202
Attention: Alan A Pasternak
720-330-2396
21. DEVELOPER HAS LEGAL AUTHORITY TO ENTER INTO
CONTRACT.
Developer represents that it possesses the legal authority, pursuant to any proper,
appropriate and official motion, resolution or action passed or taken,to enter into this
Contract and to perform the responsibilities herein required.
22. COUNTERPARTS.
This Contract may be executed in multiple counterparts, each of which shall be
considered an original, but all of which shall constitute one instrument.
[SIGNATURES APPEAR ON NEXT PAGE]
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EXECUTED to be effective t ate.
ATTEST: OF FORT WORTH
Mary K , , ity ecretary ���� Fernando Costa, Assistant City Manager
M&C C-27585 Date 1/12/16
M&C C-27731 Date 5/24/16
Form 1295 Certification: 2016-1159
APPROVED AS TO FORM AND LEGALITY:
Vicki S. Ganske, Senior Assistant City Attorney
DEVELOPER:
NORTH TEXAS AREA COMMUNITY
HEALTH CENTERS, INC.
By:
Dr. Elizabeth Trevino, CEO
OFFICIAL RECORD
CITY SECRETARY
FT,WnRTH,Ty
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EXECUTED to be effective as of the Effective Date.
ATTEST: CITY OF FORT WORTH
By:
Mary Kayser, City Secretary Fernando Costa,Assistant City Manager
M&C C-27585 Date 1/12/16
M&C C-27731 Date 5/24/16
Form 1295 Certification: 2016-1159
APPROVED AS TO FORM AND LEGALITY:
Vicki S. Ganske, Senior Assistant City Attorney
DEVELOPER:
NORTH TEXAS AREA C MMUNITY
HEALTH CENTERS,IN .
By:
Dr. Elizabeth Trevin , CEO
N
RECORDCRETARYRTH, TX
CDBG CONSTRUCTION CONTRACT Page 43
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EXHIBITS:
Exhibit "A"—Project Summary and Scope of Work
Exhibit "A-1"—2016 HUD Income Limits
Exhibit "A-2"—Environmental Mitigation Action
Exhibit "B"—Budget
Exhibit "C"—Construction and Reimbursement Schedule
Exhibit "D" —Audit Requirements
Exhibit "E"—Loan Documents
Exhibit "F" —Reimbursement Forms
Exhibit "G"—Documentation of CDBG Requirements
Exhibit "H"—Federal Labor Standards Provisions - Davis-Bacon Requirements
Exhibit "I"—Section 3 Reporting Forms
Exhibit "J" —Standards for Complete Documentation
Exhibit "K" - Services Performed
Exhibit "L"—MBE Reporting Form (HUD2516)
Exhibit "M" —Report of Program Income
Exhibit "N"—HIPAA Requirements
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EXHIBIT "A"
PROJECT SUMMARY AND SCOPE OF WORK
NORTH TEXAS AREA COMMUNITY HEALTH CENTERS,INC.
Capitalized terms not defined herein shall have meanings assigned to them in the Contract.
DESCRIPTION:
Developer will use CDBG funds for a portion of the predevelopment soft costs and acquisition
costs for the land on which Developer will construct an approximately 30,650 square-foot Health
Center, including office space for Developer office staff, as well as a parking lot for patients and
staff. The Health Center will offer a wide range of services such as primary health care, pediatric
care, integrated mental health, comprehensive dental, pharmacy, medication management, vision,
patient education and health promotion. At full operational capacity,the Health Center will house
15 full-time providers.
Developer shall notify City if it substantially changes or modifies its Program services at the Health
Center to enable City to determine if such changes affect the National Objective, the CDBG
Requirements,the City Requirements,or other requirements of the CDBG Regulations. Developer
further agrees that it will notify City of any other services that it offers on a regular basis to clients
using the Health Center building in order for City to determine if such services are eligible for
clients using those additional services to be counted towards the 51% of low and moderate income
clients for the National Objective, the CDBG Requirements, the City Requirements or other
applicable requirements of the CDBG Regulations.
The Health Center is to be located at 4900 and 4920 Jacksboro Highway, Fort Worth, TX 76114.
Developer will be entitled to make Reimbursement Requests until 30 days after the Completion
Deadline.
PROJECT OBJECTIVES: _-
Developer will construct a new health care facility in Northwest Fort Worth be known as the
Northside Community Health Center that will offer a variety of quality health care services to low
and moderate income citizens.
SPECIFIC PURPOSE:
The purpose of the project is to construct the Health Center to meet increasing community need
for medical care for low and moderate income persons in the Northwest Fort Worth and Northwest
Tarrant County areas. At least 51% of the Unduplicated Clients served by Developer at the Health
Center during the Performance Period will be Income Eligible Clients.
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Northside Community Health Center Rev. 05-27-16
EXHIBIT "A-1"
2016 HUD INCOME LIMITS
NORTH TEXAS AREA COMMUNITY HEALTH CENTERS,INC.
2016 Median Family Income—Fort Worth/Arlington, TX*
1 Person 2 Persons 3 Persons 4 Persons 5 Persons 6 Persons 7 Persons 8 Persons
30% AMI $14,600 $16,650 $20,160 $24,300 $28,440 $32,580 $36,730 $40,890
50% AMI $24,300 $27,800 $31,250 $34,700 $37,500 $40,300 $43,050 $45,850
80%AMI $38,850 $44,400 $49,950 $55,500 $59,950 $64,400 $68,850 $73,300
*Income limits are published at least annually by HUD.
Developer shall use the latest HUD income limits as published on the following websites:
Updated limits must be obtained annually from the HUD website:
https://www.huduser.gov/portal/datasets/il.html
Current limits are found on the HUD website:
https://www.huduser.gov/portal/datasets/il/il2016/2016summary.odn
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EXHIBIT "A-2"
ENVIRONMENTAL MITIGATION ACTION
NORTH TEXAS AREA COMMUNITY HEALTH CENTERS, INC.
CDBG Funds may be reimbursed for exempt activities; however, CDBG funds will not be paid, and costs
cannot be incurred until City has conducted and completed an environmental review of the proposed
project site as required under 24 CFR Part 58. The environmental review may result in a decision to
proceed with, modify, or cancel the project. NTACHC will not undertake or commit any funds to physical
or choice limiting actions, including property acquisition, demolition, movement, rehabilitation,
conversion, repair or construction until satisfactory completion of environmental review and receipt by
City of an authorization to use grant funds from HUD under 24 CFR Part 58.
Special conditions,procedures and requirements identified for the project may include and are not limited
to mitigation of any adverse effects identified by the environmental review process. The special conditions,
procedures, and requirements may differ and are subject to approval by City and HUD.
1. Contamination and Toxic Substances 24 CFR 58.5(i)(2),24 CFR 50.3(i): As a precaution,a passive vapor
barrier is recommended to be installed below the building foundation to physically block the migration of
vapors into the interior spaces. The vapor barrier shall consist of an impermeable high-density
polyethylene (HDPE) sheet placed beneath the floor slab.
2. Endangered Species Act of 1973,particularly Section 7; 50 CFR Part 402:As noted on the Tarrant County
Federally Listed Endangered Species List, "At least 25 migratory birds may occur at the Property. During
construction, all active nests should be avoided and if found, a qualified biologist with the USFWS should
be notified." Therefore, no treesibushes that have active nests built in them may be cut down prior to
consulting with the USFWS. USFWS will determine if a qualified biologist needs to go on-site to make
the determination regarding the tree/bush removal, due to the potential of it housing one of the 25
migratory birds that are Federally Listed. (See ATTACHMENT G, Tarrant County TPWD Species List
in the Environmental Record.)
3. Storm Water Management Plan: City requires a final Integrated Storm Water Management Plan(iSWM)
that shows no impact to the downstream sites based on the site development before the project site can be
platted, therefore no impact anticipated. An Integrated Storm Water Management Plan (iSWM) has been
submitted to City and received preliminary approval. All topics in question have been addressed with the
exception of whether the easements identified on the Site Plan are intended to be public or private.
Clarification of this concern is required prior to permits being issued.
4. Solid Waste Disposal/Recycling: Developer will contract with a solid waste provider, from the City of
Fort Worth Grant of Privilege Haulers list prior to pulling permits and commencing construction, to haul
off any construction debris. Prior to contracting with a provider, Developer must consult with the City's
Code Compliance, Solid Waste Management to confirm Developer has the most up-to-date list.
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5. Water Supply: There is an 8-inch water line in Beverly Hills Drive, but a water line extension along the
frontage in Jackson Highway will be required to serve the Property.
City will provide Developer the executed environmental review record and certifications.Developer agrees
to abide by the special conditions, procedures, and requirements of the executed environmental review
certification approved by HUD.
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North Texas Area Community Health Centers,Inc.
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EXHIBIT "B"
BUDGET
NORTH TEXAS AREA COMMUNITY HEALTH CENTERS, INC.
SOURCES AND USES
Project: Northside Community Health Center
Construction
or Rehab. Permanent
Priority of Loan Stage Loan Stage
Source# Funding Description Lien Amt. Amount Financing Participants
1 Commercial Loan 1st $5,500,000.00 Capital One Bank
Capital Campaign(Based $3,427,500.00 Contributors to Capital
on Capital Campaign Campaign
2 Contributions)
Bridge Loan for Land 1St(to be $800,000.00 Nonprofit Finance
Acquisition and Loan refinanced by Foundation
Payment Capitol One
Commercial
3 Loan)
4 HOME
5 Housing Trust Fund
6 CDBG Loan 3rd $300,000.00 City of Fort Worth
Qualified Low Income 2nd $4,972,500.00 Qualified Community
Community Investment Development Entities or
(New Markets Tax Credit CDEs
7 Loans)
TOTAL
SOURCES OF TOTAL SOURCES:
FUNDS $9,500,000.00 1 $5,500,000.00 1 $15,000,000.00
MM= MEMIMMEM
TOTAL USES
OF FUNDS $15,000,000.00
CDBG Funds Budget
Land Acquisition $250,000.00
Development Soft Costs $30,000.00
Final Payment/Development Soft Costs $20,000.00
TOTAL $300,000.00
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EXHIBIT "C"
CONSTRUCTION AND REIMBURSEMENT SCHEDULE
NORTH TEXAS AREA COMMUNITY HEALTH CENTERS. INC.
Activity CDBG Funds
PHASE I Contract signed $0
ACTIVITIES:
■ Land Acquisition
PHASE I Contractor/subcontractor/vendor searches under the
Federal System for Award'Management(www.sam.gov)
COMPLETE $250,000.00
by: June 30,2016 must be submitted prior to any reimbursement under
this Phase.
Development Soft Costs for Health Center Only:
■ Pre-Construction Activities
■ Project Planning Activities
PHASE II ■ Legal Fees
ACTIVITIES: ■ Architectural and Engineering Fees
■ Appraisal Fees
■ Loan Application Fees
Contractor/subcontractor/vendor searches under the
PHASE II Federal System for Award Management(www.sam.Lyov)
COMPLETED must be submitted prior to any reimbursement under $30,000.00
by:March 1,2017 this Phase.
Final Reimbursement of Development Soft Costs
FINAL After:
PAYMENT ■ Punch List/Final Inspections by
PHASE Neighborhood Services Department
Inspectors, if applicable
■ Construction Completed
FINAL PAYMENT
PHASE
COMPLETED Final Payment $20,000.00
by:May 30,2018
TOTAL CDBG
FUNDS $300,000.00
*NTACHC will be reimbursed for eligible expenses only. The amounts are estimates and are subject to
change.
**NTACHC must submit Reimbursement Requests and Complete Documentation to City within 60 days
from each of the deadlines above in order to be reimbursed. Failure to timely submit Reimbursement
Requests and Complete Documentation along with any required reports shall be an event of default.
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EXHIBIT "D"
AUDIT REQUIREMENTS
NORTH TEXAS AREA COMMUNITY HEALTH CENTERS,INC.
CITY OF FORT WORTH NEIGHBORHOOD SERVICES DEPARTMENT
AUDIT REQUIREMENTS
Organizations expending $750,000 or more in federal awards (from City of Fort Worth and other funding
sources) during their fiscal years shall obtain either an annual single audit or a program specific audit.
Organizations may have a program specific audit in accordance with OMB Circular A-133, or other standard
set forth in the Contract if applicable, if they expended funds for only one federal program as listed in the
Catalog of Federal Domestic Assistance ("CFDA"). If funds are spent for more than one federal program, a
single audit is required. The audited time period is the organization's fiscal year, and not the City of Fort
Worth's funding period.
The audit shall be conducted by a certified public accountant ("CPA") that is licensed at the time of the audit
by the appropriate regulatory body. The CPA shall meet all of the general standards concerning
qualifications, independence, due professional care and quality control as required by Government Auditing
Standards, including the requirements for continuing professional education and external peer reviews.
Auditor selection must adhere to federal procurement requirements.
A separate supplementary schedule of revenues, expenditures and changes in fund balance for each City
of Fort Worth contract is no longer required. The Schedule of Expenditures of Federal Awards should list
City of Fort Worth 's contract numbers, the total expended for each individual federal program, and the
CFDA number (OMB A-133 § .310).
The independent auditor's report should include all of the relevant items listed on the "Audit Report
Checklist." Additional guidance on the conduct and reporting of these audits is contained in the latest issuance
of the following publications:
Government Auditing Standards issued by the Comptroller General of the United States, 2003
OMB Circular A-133 as revised 6/30/97 and amended June 2003
OMB Circular A-133 Compliance Supplement
AICPA's Statement of Position 98-3, "Audits of States, Local Governments, and Not-for-Profit Organizations
Receiving Federal Awards"
Various AICPA audit guides for nonprofits, colleges and universities and health and welfare organizations
AICPA's Audit Risk Alert"State and Local Governmental Developments"
Government Auditing Standards by the Texas Department of Housing and Community Affairs for Properties
Receiving Low Income Housing Tax Credits
All organizations that receive a City of Fort Worth award must submit the provided Audit Certification Form
which certifies whether you are subject to a single/program audit. Organizations receiving federal awards
from the City of Fort Worth who are not required to have an audit shall certify in writing to the agency. The
organization's Chief Executive Officer or Chief Financial Officer shall make the certification within 60
days of the end of the organization's fiscal year in the year that the project was completed.
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The following items should be submitted to the City of Fort Worth Internal Audit Department within the
required timeframe:
Due 60 days after organization's fiscal year end in the year that the project was completed: (required for all
subrecipients)
Completed Audit Certification Form
Due within the earlier of 30 days after receipt of the auditor's report or nine months after the end of the audit
period.
Two copies of the entire audit report issued by the CPA
Two copies of any management letter issued by the CPA in conjunction with the audit report
Two copies of management's comments on all findings, recommendations, and questioned costs contained in
the audit report and management letter, including a detailed corrective action plan
Failure to submit any of these items by the required due date may result in holds on current draw
requests, suspension of the organization's contract(s) and eligibility for future funding.
If the organization does not meet the requirements of having a single/program audit conducted, records
must still be kept available for review or audit by City staff(OMB A-133 Subpart B Sec 200(d).
If additional information is needed concerning the audit requirements, please call (817) 392-6141.
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Northside Community Health Center Rev. 05-27-16
CITY OF FORT WORTH
NEIGHBORHOOD SERVICES DEPARTMENT
SINGLE AUDIT REPORT CHECKLIST
The Department developed this checklist to help organizations improve the quality and completeness of audit
reports.
❑ General Purpose or Basic Financial Statements of the Organization Opinion/Report on Organization's
Financial Statements in accordance with Government Auditing Standards
❑ Notes to the General Purpose or Basic Financial Statements of the Organization
❑ Opinion/Report on Schedule of Expenditures of Federal and State Awards
❑ All reports are signed and dated by the auditor
❑ Two copies of the audit reports are submitted
❑ Two copies of the management letter, if issued in conjunction with the audit report. Two copies of
comments by management concerning all findings and recommendations included in management letter,
including a corrective action plan.
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CITY OF FORT WORTH NEIGHBORHOOD SERVICES DEPARTMENT
Audit Certification Form
Subrecipient: Fiscal Year Ending:
Month Day Year
❑ We have exceeded the federal expenditure threshold of$750,000. We will have our Single Audit or Program Specific
Audit completed and will submit the audit report within nine(9)months after the end of the audited fiscal year.
❑ We did not exceed the $750,000 federal expenditure threshold required for a Single Audit or a Program Specific Audit
to be performed this fiscal year. (Fill out schedule below)
Must be filled out if Single Audit or Program Audit is not required.-
Federal
equired:Federal Expenditure Disclosure
Federal Funds
Pass Through Program Name& Contract
Federal Grantor Grantor CFDA Number Number Expenditures
Total Federal Expenditures for this Fiscal Year $
Printed Name Title(Must be CFO,CEO or equivalent)
Authorized Signature(Must be CFO,CEO or equivalent) Phone Number Date
Failure to submit this or a similar statement or failure to submit a completed single audit package as described in the
audit requirements by the required due date will result in suspension of funding and will affect eligibility for future funding.
Submit this form to the City of fort Worth Neighborhood Services Department within 60 days after the end of yozir fiscal year.
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EXHIBIT "E"
LOAN DOCUMENTS
NORTH TEXAS AREA COMMUNITY HEALTH CENTERS,INC.
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PROMISSORY NOTE
Date: May , 2016
Borrower: North Texas Area Community Health Centers, Inc., a Texas non-profit
corporation
Borrower's Mailing Address:
North Texas Area Community Health Centers, Inc.
2100 N. Main Street, Suite 109
Fort Worth, TX 76164
Attention: Dr. Elizabeth Trevino, CEO
With a copy to:
North Texas Area Community Health Centers, Inc.
2100 N. Main Street, Suite 109
Fort Worth, TX 76164
Attention: Jerry Pyron, CFO
Lender: City of Fort Worth, Texas, a Texas municipal corporation
Place for Payment:
C/O Assistant Director of Neighborhood Services Department
1000 Throckmorton'St.
Fort Worth, Tarrant County,TX 76102
or at any other place that Lender may designate in writing
Principal;Amount: $300,000.00
Loan Authority:
The loan evidenced by this Note (the "Loan") is being made pursuant to grant monies
from the United States Department of Housing and Urban Development ("HUD") under
Title I of the Housing and`Community Development Act of 1974, as amended, 42 USC
5301 et seq. for utilization in connection with its Community Development Block Grant
("CDBG Program") and the Community Development Block Grant Entitlement
Program Regulations, as amended, 24 CFR Part 570 et seq. (the "CDBG Regulations")
with CDBG funds.
Annual Interest Rate: 0%
Maturity Date: as described in City Secretary Contract No 47757 between Borrower and
Lender for the CDBG funds (the "Contract").
Annual Interest Rate on Matured, Unpaid Amounts: 6%
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Terms of Payment (principal and interest):
Capitalized terms not defined herein shall have meanings assigned to them in the
Contract.
The Principal Amount is a forgivable deferred payment loan. Payment of the Principal
Amount will only be required if Borrower does not comply with the terms of the
Contract, the requirements of the CDBG Program and the CDBG Regulations, or the
terms of this Note and any instrument evidencing or securing the Loan (collectively, the
"Loan Documents").
This Note is the Note required in the Contract and has been executed and delivered in
accordance with its terms. The funds advanced by Lender are CDBG funds and the
Contract requires that the Health Center located on the Property constructed in part with
the CDBG funds must meet the National Objective of benefiting Income Eligible Clients
for the 5 year Performance Period as more particularly defined in the Contract.
Borrower shall fulfill the following CDBG_Requirements as more particularly
defined in the Contract:
1. Build the Health Center on the Property.
2. Operate the Health Center to provide health services to a population 51% of
whom are Income Eligible Clients during the Performance Period.
3. Collect Client Documentation from all clients provided health services in the
Health Center in compliance with the Contract and the CDBG Regulations
during the Performance Period.
4. Comply with all applicable provisions of the CDBG Regulations.
Borrower shall ,fulfill the following City Requirements as more particularly
defined in the Contract:
1. Begin serving patients in the Health Center by December 31, 2018.
2. Operate the Health Center continuously during the Performance Period.
3. Serve at least 8,000 Unduplicated Clients in each year of the Performance
Period.
4. Use its best efforts to create at least 15 new jobs by the fifth year of the
Performance Period.
The Loan evidenced by this Note and the obligations described in the Contract pertaining
to the CDBG Program and the CDBG Regulations will be in default and the Principal
Amount and any other sums due hereunder may be declared immediately payable if the
Health Center located on the Property does not serve Income Eligible Clients and meet
the National Objective and fulfill the CDBG Requirements and the City Requirements for
the 5 year Performance Period, all as more particularly defined in the Contract. In the
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event of such default, Lender may invoke any remedies provided in the Contract or the
Deed of Trust for default.
On performance of the obligations described in the Contract and the terms and conditions
of the Loan Documents, the Loan will be forgiven.
Security for Payment:
This Note is secured by a Deed of Trust of even date from Borrower to Vicki S. Ganske,
Trustee, or Leann D. Guzman, Trustee, which covers the following real property:
Portion of Blocks 14 and 15, NORTH BEVERLY HILLS ESTATES, an Addition to the
City of Fort Worth, Tarrant County, Texas, ;according to the Plat recorded in Volume
388-X, Page 9, Plat Records, Tarrant County, Texas as more particularly described by
metes and bounds on Exhibit"A", attached hereto for all purposes,
commonly known as 4900 and 4920 Jacksboro Highway, Fort Worth TX 76114 (the
"Property").
Other Security for Payment: None
If the Principal Amount is not forgiven,Borrower promises to pay to the order of Lender
the Principal Amount. In that event, this Note is payable at the Place for Payment and according
to the Terms of Payment. All unpaid amounts are due by the Maturity Date. After maturity,
Borrower promises to pay any unpaid principal balance plus interest at the Annual Interest Rate
on Matured, Unpaid Amounts.
If Borrower defaults in the payment of this Note or in the performance of its obligations
under the Contract or the CDBG Program or the CDBG Regulations or any other obligation in
any instrument securing or collateral to this Note, Lender may declare the unpaid principal
balance, earned interest, and any other amounts owed on the Note immediately due and payable.
Borrower and each surety, endorser, and guarantor waive all demand for payment, presentation
for payment, notice of intention to,accelerate maturity, notice of acceleration of maturity, protest,
and notice of protest,to the extent permitted by law.
Notwithstanding anything to the contrary, if a monetary event of default occurs under the
terms of any of the Loan Documents, prior to exercising any remedies Lender shall give Borrower
written notice of such default. Borrower shall have a period of 7 days after such notice is given
within which to cure the default prior to exercise of remedies by Lender under the Loan Documents.
Notwithstanding anything to the contrary, if a non-monetary event of default occurs under the terms
of any of the Loan Documents,prior to exercising any remedies, Lender shall give Borrower written
notice of such default. If the default is reasonably capable of being cured within 30 days, Borrower
shall have such period to effect a cure prior to exercise of remedies by Lender under the Loan
Documents. If the default is such that it is not reasonably capable of being cured within 30 days,
and if Borrower (i) initiates corrective action within said period, and (ii) diligently, continually, and
in good faith works to effect a cure as soon as possible, then Borrower shall have such additional
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time as is reasonably necessary to cure the default prior to exercise of any remedies by Lender. In
no event shall Lender be precluded from exercising remedies if its security becomes or is about to
become materially jeopardized by any failure to cure a default or the default is not cured within 180
days after the first notice of default is given.
Borrower also promises to pay reasonable attorney's fees and court and other costs if this
Note is placed in the hands of an attorney to collect or enforce the Note. These expenses will
bear interest from the date of advance at the Annual Interest Rate on Matured, Unpaid Amounts.
Borrower will pay Lender these expenses and interest on demand at the Place for Payment.
These expenses and interest will become part of the debt evidenced by the Note and will be
secured by any security for payment.
Interest on the debt evidenced by this Note will not exceed the maximum rate or amount
of non-usurious interest that may be contracted for, taken, reserved, charged, or received under
law. Any interest in excess of that maximum amount will be credited on the Principal Amount
or, if the Principal Amount has been paid, refunded. On any acceleration or required or permitted
prepayment, any excess interest will be canceled automatically as of the acceleration or
prepayment or, if the excess interest has already been paid, credited on the Principal Amount or,
if the Principal Amount has been paid, refunded. This provision overrides any conflicting
provisions in this Note and all other instruments concerning the debt.
Each Borrower is responsible for all obligations represented by this Note.
When the context requires, singular nouns and pronouns include the plural.
The indebtedness evidenced by this Note is and shall be subordinate in right of payment to
the prior payment in full of(i) the indebtedness evidenced by two promissory notes of even date
herewith in the total principal amount of$800,000.00 made by Borrower payable to the Nonprofit
Finance Fund, (ii) the Qualified Low Income Community Investment loans from the Qualified
Community Development Entities for the project as more particularly described in the Contract, and
(iii) the construction/permanent loan for the project (collectively, the "Senior Indebtedness"). The
Deed of Trust securing this Note is and shall be subject and subordinate in all respects to the liens,
terms, covenants and conditions of the mortgages securing the Senior Indebtedness. The rights and
remedies of the payee and each subsequent holder of this Note under the Deed of Trust securing this
Note are subject to any restrictions and limitations set forth in any subordination agreement between
City and any other lender of a Senior Indebtedness.
Subject to any cure periods provided in the documents evidencing the Senior
Indebtedness, if there is a default in payment of any part of principal or interest of any part of the
Senior Indebtedness or a breach of any covenants contained in any instruments securing it, the
debt evidenced by this Note will immediately become payable at the option of Lender. If
Borrower fails to perform any of Borrower's obligations in the promissory note evidencing the
Senior Indebtedness or in any instruments securing same, Lender may perform those obligations
and be reimbursed by Borrower, on demand, at the Place for Payment for any amounts advanced,
including attorney's fees, plus interest on those amounts from the date of payment at the Annual
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Interest Rate on Matured, Unpaid Amounts. The amount to be reimbursed will be secured by all
instruments securing this Note.
The execution and delivery of this Note are required under the Contract.
If any provision of this Note conflicts with any provision of the Contract, the Deed of
Trust or any other document evidencing the same transaction between Lender and Borrower, the
provisions of the Contract will govern to the extent of the conflict. Capitalized terms not defined
herein shall have meanings assigned to them in the Contract.
This Note will be construed under the laws of the state of Texas without regard to
choice-of-law rules of any jurisdiction.
This Note is a nonrecourse obligation of Borrower. Neither Borrower nor any other party
shall have any personal liability for repayment of the Loan described in the Contract. The sole
recourse of Lender under the Loan Documents for repayment of the Loan shall be the exercise of
its rights against the Security for Payment.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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THE CONTRACT, THE NOTE AND THE DEED OF TRUST CONSTITUTE THE
FINAL AGREEMENT OF THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.
NORTH TEXAS AREA COMMUNITY HEALTH
CENTERS, INC.
Dr. Elizabeth Trevino, Chief Executive Officer
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EXHIBIT "A"
Legal Description
Portion of Blocks 14 and 15,NORTH BEVERLY HILLS ESTATES, an Addition to the
City of Fort Worth, Tarrant County, Texas, according to the Plat recorded in Volume 388-
X, Page 9, Plat Records, Tarrant County, Texas and being more particularly described by
metes and bounds as follows:
BEGINNING at a 1" iron found at the Northwest corner of said Block 14 and the Southwest
corner of Lot 1, Block 12, said NORTH BEVERLY HILLS ESTATES (Vol. 388-X, Pg. 9), said
iron being in the East line of Beverly Hills Drive (R.O.W. varies);
THENCE along the South line of said Block 12 as follows:
S 75° 12'20" E, 191.40 feet to a 1/2" iron set with Fulton Surveying cap;'
S 65° 12'22" E, 90.00 feet to a 1/2" iron set with Fulton Surveying cap;
S 57° 32' 15" E, 60.99 feet to a 1/2" iron set with Fulton Surveying cap;
S 43° 03' 28" E, 62.65 feet to a 1/2" iron found;
S 25° 44' 06" E, 60.00 feet to a 1/2"iron set with Fulton Surveying cap;
S 14° 28' 30" E, 238.80 feet to a 1/2" iron set with Fulton Surveying cap;
S 28° 48' 42" E, passing the Southeast corner of said Block 14 and the Northwest corner of said
Block 15, continuing in all a distance of 239.30 feet to a 1/2" iron set with Fulton Surveying cap;
S 45° 22' 35" E, 400.20 feet to a.l/2" iron set with Fulton Surveying cap;
THENCE S 440 22' 19" W, 213.16 feet to a 1/2" iron found in the Northerly line of Jacksboro
Highway (R.O.W. varies);
THENCE along the Northerly line of said Jacksboro Highway as follows:
N 45° 12' 01" W,passing a 1/2" iron found at the Southwest corner of said Block 15 and the
Southeast corner of said Block 14, continuing in all a distance of 522.58 feet to a 1" iron found;
N 45° 13' 09" W, 51.42 feet to a 5/8" iron found;
N 46° 13' 05" W, 51.81 feet to a 5/8" iron found;
N 48° 48' 53" W, 51.97 feet to a 5/8" iron found;
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N 50° 54' 11" W, 52.29 feet to a 5/8" iron found;
N 53° 27' 23" W, 52.33 feet to a 5/8" iron found;
N 54° 59' 21" W, 42.53 feet to a 1/2" iron found;
THENCE N 330 54' 25" E, 109.98 feet to a 1/2" iron set with Fulton Surveying cap;
THENCE N 590 3F41" W, 85.20 feet to a 1/2" iron set with Fulton Surveying cap at the
Southwest corner of Lot 1-R, Block 14,NORTH BEVERLY HILLS ESTATES, an Addition to
the City of Fort Worth, Tarrant County, Texas, according to the Plat recorded in Cabinet A, Slide
2254, Plat Records, Tarrant County, Texas;
THENCE along the East,North and West lines of said Lot 1-R as follows:
N 31- 02' 23" E, 63.65 feet to a 1/2" iron found;
N 58° 59' 28" W, 5 9.9 8 feet to a 1/2" iron found;
S 30° 52' 32" W, 29.95 feet to a 1/2" iron found;
N 58° 54' 07" W, 82.97 feet to a 1/2" iron set with Fulton Surveying cap in the East line of said
Beverly Hills Drive;
THENCE N 040 00' 00" E, along the East line of said Beverly Hills Drive, 294.16 feet to the
POINT OF BEGINNING and containing 7.425 acres of land, more or less.
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NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL
PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE
FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS
AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN
THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR
DRIVER'S LICENSE NUMBER.
Deed of Trust
Security Agreement - Financing Statement
CDBG Funds
Terms
Date: May , 2016
Grantor: North Texas Area Community Health Centers, Inc., a Texas non-profit
corporation
Grantor's Mailing Address:
North Texas Area Community Health Centers, Inc.
2100 N. Main Street, Suite 109
Fort Worth, TX 76164
Attention: Dr. Elizabeth Trevino, CEO
With a copy to
North Texas Area Community Health Centers, Inc.
2100 N.Main Street, Suite 109
Fort Worth,TX 76164
Attention: Jerry Pyron, CFO
Trustee: Vicki S. Ganske or Leann D. Guzman
Trustee's Mailing Address:
City Attorney's Office
City of Fort`Worth
1000 Throckmorton St.
Fort Worth, TX 76102
Tarrant County
Lender: City of Fort Worth, a Texas municipal corporation
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Lender's Mailing Address:
City of Fort Worth
Neighborhood Services Department
Attention: Assistant Director
1000 Throckmorton Street
Fort Worth, Texas 76102
Tarrant County
Loan Authority:
The loan evidenced by this Note (the "Loan") is being made pursuant to grant
monies from the United States Department of Housing and Urban Development
("HUD") under Title I of the Housing and Community Development Act of 1974,
as amended, 42 USC 5301 et seq. for utilization in connection with its
Community Development Block Grant("CDBG Program") and the Community
Development Block Grant Entitlement Program Regulations, as amended, 24
CFR Part 570 et seq. (the "CDBG Regulations") with CDBG funds.
Obligations
Note
Date: May , 2016
Original Principal Amount: '$300,000.00
Borrower: North Texas Area Community Health Centers, Inc.
Lender: " City of Fort Worth
Terms of Payment: As provided in the Note
Maturity Date: As described therein and in the Contract (as defined
below)
In addition,Obligations shall include compliance by Grantor with the requirements
of the CDBG Program more particularly described in Section F. below.
Property (including any improvements):
Portion of Blocks 14 and 15,NORTH BEVERLY HILLS ESTATES, an Addition
to the City of Fort Worth, Tarrant County, Texas, according to the Plat recorded in
Volume 388-X, Page 9 Plat Records, Tarrant County, Texas as more particularly
described on Exhibit"A", attached hereto for all purposes,
commonly known as 4900 and 4920 Jacksboro Highway, Fort Worth TX 76114.
Together with the following personal property:
All fixtures, supplies, building materials, and other goods of every nature
now or hereafter located, used, or intended to be located or used on the
Property;
All plans and specifications for development of or construction of
improvements on the Property;
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All contracts and subcontracts relating to the construction of improvements
on the Property;
All accounts, contract rights, instruments, documents, general intangibles,
and chattel paper arising from or by virtue of any transactions relating to
the Property;
All permits,licenses, franchises, certificates, and other rights and privileges
obtained in connection with the Property;
All proceeds payable or to be payable under each policy of insurance
relating to the Property; and
All products and proceeds of the foregoing.
Notwithstanding any other provision in this Deed of Trust,the term"Property" does
not include personal effects used primarily for personal, family, or household
purposes.
In addition to creating a deed-of-trust lien on the Property described, Grantor also
grants to Lender a security interest in all of the above-described personal property
pursuant to and to the extent permitted by the Texas Uniform Commercial Code.
Prior Liens:
The lien created by this Deed of Trust is and shall be subject and subordinate in all
respects to the liens,terms, covenants and conditions of the mortgages securing(i)two
promissory notes of even date hereof in the total principal amount of$800,000.00 made
by Grantor and payable to the Nonprofit Finance Fund, (ii)the Qualified Low Income
Community Investments loans from the Qualified Community Development Entities
more particularly described in the Contract, and (iii) the construction/permanent loan
more;;particularly described in the Contract(collectively,the"Senior Indebtedness").
This Deed of Trust is and shall be subject and subordinate in all respects to the liens,
terms, covenants and conditions of the mortgages securing the Senior Indebtedness.
The rights and remedies of Lender and each subsequent assignee of the lien under this
Deed of Trust are subject to the restrictions and limitations set forth in any
subordination agreement between Grantor, Lender and any lender of the Senior
Indebtedness.
Subject to waiver,notice, grace and cure period,if any,if default occurs in payment
of any part of principal or interest of any part of the Senior Indebtedness or in
observance of any covenants of the deeds of trust or other loan documents securing
the Senior Indebtedness, the entire debt secured by this Deed of Trust will
immediately become payable at the option of Lender.
Other Exceptions to Conveyance and Warranty:
The Permitted Exceptions set forth on Exhibit "B" attached hereto and
incorporated herein for all purposes,to the extent that they relate to the Property.
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For value received and to secure performance of the Obligations, Grantor conveys
the Property to Trustee in trust. Grantor warrants and agrees to defend the title to the
Property, subject to the Other Exceptions to Conveyance and Warranty. On performance
of the Obligations including payment of the Loan and all other amounts secured by this
Deed of Trust if required and performance of the requirements of the CDBG Program,this
Deed of Trust will have no further effect, and Lender will release it at Grantor's expense.
Clauses and Covenants
A. Grantor's Obligations
Grantor agrees to-
1. keep the Property in good condition and repair;
2. pay all taxes and assessments on the Property before delinquency, and not
authorize a taxing entity to transfer its tax lien on the Property to anyone other than Lender;
3. defend title to the Property subject to the Other Exceptions to Conveyance
and Warranty and preserve the lien's priority as it is established in this Deed of Trust;
4. obey all laws, ordinances, and restrictive covenants applicable to the
Property;
5. maintain all insurance coverages with respect to the Property, revenues
generated by the Property, and operations on the Property that Lender reasonably requires
("Required 'Insurance Coverages"), issued by insurers and written on policy forms
acceptable to Lender, and deliver evidence of the Required Insurance Coverages in a form
acceptable to Lender at least 10 days before the expiration of the Required Insurance
Coverages.
6. keep any buildings occupied as required by the Required Insurance
Coverages;
7. obey all laws, ordinances, and restrictive covenants applicable to the
Property;
8. if the lien of this Deed of Trust is not a first lien,pay or cause to be paid all
prior lien notes pursuant to their respective terms and abide by or cause to be abided by all
prior lien instruments; and
9. notify Lender in writing of any change of address.
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