HomeMy WebLinkAboutContract 47043-A3 9�
CITY SECRETARY
P 92018 CONTRACT NO.
5E ORTt1
C SSS g50 THIRD AMENDMENT TO CITY SECRETARY CONTRACT NO. 47043
WHEREAS, on September 24, 2015, the City of Fort Worth ("City") and Reserve at
Quebec, LLC ("Developer") made and entered into City Secretary Contract No. 47043 (the
"Contract") as authorized by M&C C-27220, adopted by the City Council on March 3, 2015, and
M&C C-27399, adopted by the City Council on July 28, 2015;
WHEREAS, the funding provided to Developer in the Contract was from a grant received
by City from the United States Department of Housing and Urban Development through the
HOME Investment Partnerships Program, Catalog of Federal Domestic Assistance No. 14.239;
WHEREAS, the purpose of the Contract was to provide $3,500,000.00 in HOME funds in
the form of 2 subordinate loans for a portion of the costs to develop the Reserve at Quebec
Apartments, a 296-unit mixed income multifamily rental complex;
WHEREAS, the First Amendment to the Contract added certain terms pertaining to the
project's tax credit investor, the HUD-insured 221(d)(4) loan and the forgivable 3`d lien loan from
MV Affordable Housing LLC to Developer as part of the project's financing, and revised the
Budget;
WHEREAS, the Second Amendment to the Contract extended the Completion Deadline
and construction phase completion dates in Exhibit "C" - Construction and Reimbursement
Schedule due to poor weather conditions which delayed earthwork completion for the project;
WHEREAS, the Developer has requested another extension to the Completion Deadline
and construction phase completion dates in Exhibit "C" - Construction and Reimbursement
Schedule due to delays in obtaining Certificates of Occupancy due to construction issues which
delayed completion of the project;
WHEREAS,the Parties also desire to amend other Contract terms and provisions for clarity
and to reflect current changes in applicable laws and regulations; and
WHEREAS, it is the mutual desire of the City and Developer to amend the Contract to
meet Contract objectives.
NOW, THEREFORE, City and Developer hereby agree as follows:
I.
Section 2. DEFINITIONS is amended by deleting the definition of Completion Deadline
and substituting the following:
"Completion Deadline means September 30, 2018." OFFICIAL RECORD
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Y ITSECRETARY
Section 2. DEFINITIONS is amended as follows: CIT SECREWORTHR
HOME DEVELOPER RENTAL CONTRACT CSC NO.47043—A3 ev 09.11.2018
Reserve at Quebec, LLC Page 1
The definitions of High HOME Rent and Low HOME Rent are amended by deleting the
last sentences of each which refer to utility allowances published annually by the Fort Worth
Housing Authority and substituting the following:
"For the purposes of this Contract, "utility allowances" are those monthly allowances for
utilities (excluding telephone) published annually by Fort Worth Housing Solutions or
other utility allowance approved by City in accordance with the requirements of the HOME
Regulations."
Section 2. DEFINITIONS is amended by adding the following:
"Subordination Agreement means the Subordination Agreement or Intercreditor
Agreement among Developer's construction and permanent financing lenders, Developer,
and City outlining the relative priorities of the construction and permanent loans and the
City's Loan for the project."
II.
Section 3.1 Term of Contract and Section 3.2 Extension of Contract are deleted in their
entirety and replaced with the following:
"3.1 Term of Contract.
The term of this Contract commences on the Effective Date and ends at the
termination of the Affordability Period unless earlier terminated as provided in this
Contract. All provisions relating to completion of the Required Improvements terminate
on the Completion Deadline unless earlier terminated as provided in this Contract or
extended as provided in Section 3.2. All provisions relating to the HOME Program, the
HOME Regulations, and the HOME Units shall remain in full force and effect until the
end of the Affordability Period.
"3.2 Extension of Contract.
The provisions in this Contract relating to the completion of the Required
Improvements may be extended for 2 one-year extensions upon Developer submitting a
request for an extension in writing at least 60 days prior to the end of the initial term
described in Section 3.1, or the end of the first one-year extension. The request for an
extension shall include the reasons for the extension, and Developer's anticipated budget,
construction schedule and goals for the additional time. It is specifically understood that
it is within City's sole discretion whether to approve or deny Developer's request for
additional time to complete the Required Improvements. Any such extension shall be in
the form of an amendment to this Contract."
Subsection 5.6.1.10 shall be amended by adding the following at the end:
"Upon any such refinancing, City agrees to enter into a Subordination Agreement
with the new lender on terms reasonably satisfactory to City and the new lender."
HOME DEVELOPER RENTAL CONTRACT CSC NO.47043—A3 Rev 09.11.2018
Reserve at Quebec,LLC Page 2
Section 6 CONSTRUCTION is amended by adding the following new section:
-6.8 Broadband Infrastructure Requirements.
In compliance with the requirements of 24 CFR Part 5.100,Developer shall provide
for the installation of broadband infrastructure, to include cables, fiber optics, wiring, or
other permanent infrastructure, including wireless infrastructure, that is capable of
providing access to Internet connections in individual housing units, and that meets the
definition of "advanced telecommunications capability" determined by the Federal
Communications Commission under Section 706 of the Telecommunications Act of 1996
(47 U.S.C. 1302)."
Section 7.4 Tenant Rent is amended by adding the following:
"7.5.4 City shall adopt utility allowances in accordance with HOME Regulations and
HUD guidance. Such allowances shall be updated regularly, and shall be furnished to
Developer. Developer shall adjust tenant rents accordingly in compliance with HOME
Regulations. Developer may use a project-specific utility allowance provided that it has
obtained prior written approval of such allowance from City. In order for City to approve
a project-specific utility allowance, Developer agrees to provide City with whatever
documentation and information about utility usage, including tenant utility bills, which
City needs to verify that the project-specific utility allowance proposed by Developer is
justifiable and reasonable."
Section 14 GENERAL PROVISIONS is amended by adding the following:
"14.21 Religious Organization
Developer shall comply with all applicable requirements as more particularly
described in 24 CFR Part 5.109. No portion of the HOME 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 HOME-funded unit.
"14.21.1 Separation of Explicitly Relilzious Activities.
Developer retains its independence and may continue to carry out its mission,
including the definition, development practice, and expression of its religious beliefs,
provided that it does not use HOME Funds to support or engage in any explicitly religious
activities (including activities that involve overt religious content such as worship,
religious instruction, or proselytization), or in any other manner prohibited by law.
"14.21.2 Explicitly Relimious Activities.
If Developer engages in explicitly religious activities (including activities that
involve overt religious content such as worship, religious instruction, or proselytization),
the explicitly religious activities must be offered separately, in time or location, from the
programs or activities supported by HOME Funds and participation must be voluntary for
tenants of a HOME Unit."
HOME DEVELOPER RENTAL CONTRACT CSC NO.47043—A3 Rev 09.11.2018
Reserve at Quebec, LLC Page 3
The Contract is amended by adding new Sections 24. IMMIGRATION AND
NATIONALITY ACT and 25. BOYCOTTING ISRAEL PROHIBITED, to be and read as
follows:
"24. IMMIGRATION AND NATIONALITY ACT.
City actively supports the Immigration and Nationality Act("INA")which includes
provisions addressing employment eligibility, employment verification, and
nondiscrimination. Developer shall verify the identity and employment eligibility of all
employees who perform work under this Agreement. Developer shall complete the
Employment Eligibility Verification Form (I-9), maintain photocopies of all supporting
employment eligibility and identity documentation for all employees, and upon request,
provide City with copies of all I-9 forms and supporting eligibility documentation for each
employee who performs work under this Agreement. Developer shall establish appropriate
procedures and controls so that no services will be performed by any employee who is not
legally eligible to perform such services. Developer shall provide City with a certification
letter that it has complied with the verification requirements required by this Agreement.
Developer shall indemnify City from any penalties or liabilities due to violations of this
provision. City shall have the right to immediately terminate this Agreement for violations
of this provision by Developer.
"25. BOYCOTTING ISRAEL PROHIBITED.
Developer acknowledges that in accordance with Chapter 2270 of the Texas
Government Code, City is prohibited from entering into a contract with a company for
goods or services unless the contract contains a written verification from the company that
it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
contract. The terms "boycott Israel"and"company" shall have the meanings ascribed to
those terms in Section 808.001 of the Texas Government Code. By signing this Contract,
Developer certifies that Developer's signature provides written verification to City
that Developer: (1) does not boycott Israel; and (2) will not boycott Israel during the
term of this Contract."
III.
Exhibit "C" — Construction and Reimbursement Schedule attached to the Contract is
hereby replaced with the attached Exhibit "C" — Construction and Reimbursement Schedule
Revised 09/2018.
Exhibit "L" —Requirements for Permanent Supportive Housing Units attached to the
Contract is hereby replaced with the attached Exhibit "L" — Requirements for Permanent
Supportive Housing Units Revised 09/2018.
IV.
This Amendment is effective as of the Effective Date of the Contract.
HOME DEVELOPER RENTAL CONTRACT CSC NO. 47043—A3 Rev 09.11.2018
Reserve at Quebec,LLC Page 4
V.
All terms and conditions of the Contract not amended herein remain unaffected and in full
force and effect, are binding on the Parties and are hereby ratified by the Parties. Capitalized terms
not defined herein shall have meanings assigned to them in the Contract.
[SIGNATURES APPEAR ON NEXT PAGE]
HOME DEVELOPER RENTAL CONTRACT CSC NO.47043—A3 Rev 09.11.2018
Reserve at Quebec, LLC Page 5
ACCEPTED AND AGDIRT
ATTEST: Ci� OF FORT WORTH
By: :
ty ecretar is ..... ri- Fernando Costa, Assistant City Manager
M&C: C 27220 Dated Mar 201a`1
M&C: C 27399 Dated July 28; 15 Date: W1 81/18
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuring all performance and reporting requirements.
Chad LaRoque, Housing Development and Grants Manager
APP OVED AS TO FORM AND LEGALITY:
& S . ti,Aa
Vicki S. Ganske, Senior Assistant City Attorney
RESERVE AT QUEBEC, LLC
By: Reserve at Quebec GP, LLC, its Managing Member
By: Fort Worth Housing Finance Corporation,
its Sole Member
By:
Au rey Th ard, Assistant General Manager
Date:
OFFICIAL,RECORD
CITE"SECRETARY
.WORTH,TX
HOME DEVELOPER RENTAL CONTRACT CSC NO.47043—A3 Rev 09.1 1.2018
Reserve at Quebec, LLC Page 6
EXHIBIT "C"
CONSTRUCTION AND REIMBURSEMENT SCHEDULE REVISED 09/2018
RESERVE AT QUEBEC, LLC
Activity HOME Funds
PHASE I Acquisition $1,350,000.00*
ACTIVITIES:
PHASE I
COMPLETE by: First Payment**
$1,350,000.00*
March 31, 2016
PHASE 11 Construction Hard Costs $250,000.00*
ACTIVIITES:
Prior to Reimbursement in Phase II, Developer
PHASE II must submit the contractor/subcontractor/vendor
COMPLETE by: searches under the Federal System for Award
April 30, 2017 Management (www.sam.Lov).
Second Payment** (approx. 50% complete)*** $250,000.00*
PHASE III Construction Hard Costs $1,750,000.00*
ACTIVIITES:
Prior to Reimbursement in Phase III, Developer
PHASE III must submit the contractor/subcontractor/vendor
COMPLETED searches under the Federal System for Award
by: Management (www.sam.gov).
August 31, 2017
Third Payment** (approx. 75% complete)*** $1,750,000.00*
PHASE IV Initial Lease-up of HOME Units $150,000.00*
ACTIVITIES:
PHASE IV Prior to Reimbursement in Phase IV, the following
COMPLETED items must be submitted:
by: 1. Rent Schedule for HOME Units. See Section
September, 30, 7.5
2018 2. Tenant Selection Policy. See Section 7.6
3. Affirmative Marketing Plan. See Section 7.7
Prior to Reimbursement for Final Payment,
Exhibit "G" - Project Compliance Report: Rental
Housing must be submitted to City.
Final Payment** (Lease-Up of HOME Unit)*** $1509000.00*
TOTAL $395009000.00
*Developer will only be reimbursed for eligible expenses. The amounts are estimates and
are subject to change.
HOME DEVELOPER RENTAL CONTRACT CSC NO.47043—A3 Rev 09.11.2018
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**Developer must submit Complete Documentation with Reimbursement Request to City
within 60 days from each of the abovementioned deadlines 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.
***If milestone is reached before the Phase completion date, reimbursement will be made
when the milestone percentage is reached and the City is provided all required
documentation.
HOME DEVELOPER RENTAL CONTRACT CSC NO. 47043—A3 Rev 09.11.2018
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EXHIBIT "L"
REQUIREMENTS FOR PERMANENT SUPPORTIVE HOUSING UNITS
RESERVE AT QUEBEC, LLC
The purpose of the PSH Units is to reduce the population of homeless persons in City
homeless shelters. The goal of the PSH Program is to provide permanent, stable and
supportive housing for homeless persons with disabilities in order to promote their self-
sufficiency and foster their ability to live independently.
1. The FWHFC will retain the Supportive Services Provider for the PSH Tenants. The
scope of the supportive services shall be determined by FWHFC but at a minimum
shall include on-site case manager with experience in providing case management to
homeless and formerly homeless persons. The cost of the PSH Program will be paid
by FWHFC.
2. Developer's property manager for the project will communicate and coordinate as
necessary with the Supportive Services Provider and with the providers of any rental
assistance or rental vouchers to the PSH Tenants to ensure that the objectives of the
PSH Program are met. The property manager may participate in the selection of
PSH Tenants.
3. PSH Tenants must meet HUD's definition of chronically homeless, or be designated
as having priority status by the Tarrant County Continuum of Care, or meet some
other reasonably equivalent standards of need for housing and supportive services
due to the nature and extent of their disability and duration of their homeless status.
4. Developer will provide dedicated and secured on-site office space to the Supportive
Services Provider's staff member as well as a telephone line and internet access
sufficient for the staff member to access HMIS, the Homeless Management
Information System maintained by the Tarrant County Continuum of Care. The
property manager shall coordinate with the designated staff member as necessary to
fulfill the purposes of the PSH Program.
5. Property manager will coordinate with the Supportive Services Provider regarding
selection and placement of PSH Tenants ensuring that tenant selection criteria for the
PSH Units is appropriate and consistent with the purpose of the PSH Program as well
as the property management practices for the project. Property Manager will not
unreasonably deny housing to eligible homeless persons who otherwise meet the PSH
Program's standards for services.
6. Developer will promptly notify City, FWHFC and the Supportive Services Provider
in writing of the specific date when lease-up of the project will begin so that the
Supportive Services Provider can initiate a referral and the coordination process for
potential tenants for the PSH Units.
HOME DEVELOPER RENTAL CONTRACT CSC NO.47043—A3 Rev 09.1 1.2018
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