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Contract 39802
STATE OF TEXAS § COUNTY OF TARRANT § This contract ("Contract") is made and entered into by and between the City of Fort Worth (hereafter "City") and Neighborhood Land Corporation (hereafter "CHDO"), a Texas non profit corporation. The City and CHDO may be referred to individually as a "Parry" and jointly as "the Parties". The Parties state as follows: WHEREAS, the City of Fort Worth ("City") has received a grant from the United States Department of Housing and Urban Development ("HUD") through the HOME Investment Partnerships Program ("HOME"), Program No. M-09-MC480204 Catalog of Federal Domestic Assistance ("CFDA") No.14.239, with which the City desires to promote activities that expand the supply of affordable housing and the development of partnerships among the City; local governments, local lenders, private industry and neighborhood -based nonprofit housing organizations; WHEREAS, the primary purpose of the HOME program ("HOME Program") pursuant to the HOME Investment Partnerships Act at Title II of the Cranston Gonzales National Affordable Housing Act of 1990, as amended, 42 U.S.C. 12701 et seq. ("NAHA") and the HOME Investment Partnerships Program Final Rule, as amended, 24 CFR Part 92 et seq. (the "HOME Regulations" or "Regulations") is to benefit low income citizens by providing them with affordable housing; WHEREAS, a portion of the City's HOME funds that are reserved for the use of certain housing development entities that qualify under the HOME Regulations as a Community Housing Development Organizations (hereinafter defined); WHEREAS, CHDO, a Texas non-profit corporation managed by a volunteer Board of Directors and qualified as a Community Housing Development Organization according to HUD Regulations, is working to increase the number of quality, accessible, and affordable housing units available to low and moderate income persons; WHEREAS, CHDO is sponsored by or affiliated with Fort Worth Area Habitat for Humanity, Inc. doing business as Trinity Habitat for Humanity ("Habitat") which provides certain services to CHDO to aid in its role as a housing developer. WHEREAS, CHDO submitted a proposal to use HOME Community Housing Development Organizations funds for an eligible project under the HOME Regulations whereby CHDO will construct one single family house located at 8005 Charlestown Lane within the Hanna Ranch subdivision in the City of Fort Worth, to be sold to HOME Eligible Buyers who will use the house as their Principal Residence during the Affordability Period ("Project"); OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX WHEREAS, City citizens and the City Council have determined that the development of quality, accessible, and affordable housing is needed for moderate, low, and very low-income citizens of Fort Worth; NOW, THEREFORE, in consideration of the mutual covenants and 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. The City Council hereby finds, and the City and CHDO hereby agree, that the recitals set forth above are true and correct and form the basis upon which the Parties have entered into this Agreement. 2. DEFINITIONS. In addition to terms defined in the body of this Agreement, the following terms shall have the definitions ascribed to them as follows: Affordable House means a house for which the homebuyer's monthly payment of principal, interest, property taxes and insurance does not exceed thirty percent (30%) of the homebuyer's monthly adjusted income, nor is lower than sixteen percent (16%) of the homebuyer's monthly adjusted income, for an individual or family with an income at or below eighty percent (80%) of AMI, adjusted for family size. In the case of new house construction, the percentage of the homebuyer's monthly adjusted income shall not exceed thirty-two percent (32%) of the homebuyer's monthly adjusted income. Affordability Period means the period of time that a house purchased or constructed with HOME Funds must remain affordable and subject to recapture provisions for the affordability periods described in 24 CFR Part 92.254 of the HOME Regulations. Houses constructed with the HOME Funds provided by this Contract must remain the homebuyer's principal residence during the applicable affordability period. The recapture provisions will remain in effect on houses constructed or purchased in whole or in part with HOME Funds for the specified affordability period. If the homebuyer retains ownership of the house and continues to occupy it as homebuyer's principal residence for the full period of affordability, no further recapture restrictions will apply. Any sale of the house by the homebuyer during the period of affordability will require repayment of the deferred payment loan or other subsidy provided in accordance with HOME Regulations, 24 CFR Part 92.254 (a) (4). Housing assisted with HOME Funds must remain affordable housing for the following minimum periods:tj • Five (5) years where the per -unit amounf HOME , Funds provided is less than $15,000; ,tea F t HOME CHDO SF INFILL CONTRACT 2010 2 Neighborhood Land Corporation —Hanna Ranch revised 02-03-2010 • Ten (10) years where the per -unit amount of HOME Funds provided is $15,000 to $40,000; and • Fifteen (15) years where the per -unit amount of HOME Funds provided is greater than $40,000. Based on the down payment or closing cost assistance of up to $8,500 that CHDO is providing the homebuyer, the Affordability Period for this Project is five (5) years. CHDO Proceeds are any funds that are directly generated by the Project, including but not limited to (i) any income generated by the sale of the Required Improvements, (ii) the permanent financing of a project which is used to pay off a construction loan, or (iii) the principal and interest payments for a loan to a buyer of the Required Improvements. Community Housing Development Organization shall be defined as set forth in 24 CFR 92.2, as may be amended from time to time. Currently, Community Housing Development Organization means a private nonprofit organization that: (1) Is organized under State or local laws; (2) Has no part of its net earnings inuring to the benefit of any member, founder, contributor, or individual; (3) Is neither controlled by, nor under the direction of, individuals or entities seeking to derive profit or gain from the organization. A Community Housing Development Organization may be sponsored or created by a for - profit entity, but: (1) The for -profit entity may not be an entity whose primary purpose is the development or management of housing, such as a builder, developer, or real estate management firm; (ii) The for -profit entity may not have the right to appoint more than one-third (1/3) of the membership of the organization's governing body, and board members appointed by the for -profit entity may not appoint the remaining two-thirds (2/3) of the board members; and (iii) The community housing development organization must be free to contract for goods and services from vendors of its own choosing; (4) Has a tax exemption ruling from the Internal Revenue Service under section 501(c) (3) or (4) of the Internal Revenue Code of 1986 (26 CFR 1.501(c)(3)—l); (5) Does not include a public body (including the participating jurisdiction). An organization that is State or locally chartered may qualify as a Community Housing Development Organization; however, the State or local government may not have the right to appoint more than one- third of the membership of the organization's governing body and no more than one-third of the board members may be public officials or employees of the participating jurisdiction or State recipient. Board members appointed by the State or local government may not appoint the remaining two-thirds of the board members; (6) Has standards of financial accountability that conform to 24 CFR 84.21, "Standards for Financial Management Systems;" (7) Has among its purposes the provision of decent housing that is affordable to low-income and moderate -income persons, as evidenced in its charter, articles of incorporation, resolutions or by-laws; (8) Maintains accountability to low- income community residents by: (i) Maintaining at least one-third (1/3) of its governing board's membership for residents of low-income neighborhoods, other low-income community residents, or elected representative of low-income neighborhood organizations. For urban areas, "community" may be a neighborhood or neighborhoods, city, county or metropolitan area; for rural areas, it may be a neighborhood or� JID neighborhoods, town, village, county, or multi -county area (but not the dntire State); and (ii) Providing a formal process for low-income program beneficiaries to advise the .i_ HOME CHDO SF INFILL CONTRACT 2010 3 Neighborhood Land Corporation —Hanna Ranch revised 02-03-2010 organization in its decisions regarding the design, siting, development, and management of affordable housing; (9) Has a demonstrated capacity for carrying out activities assisted with HOME funds. An organization may satisfy this requirement by hiring experienced key staff members who have successfully completed similar projects, or a consultant with the same type of experience and a plan to train appropriate key staff members of the organization; and (10) Has a history of serving the community within which housing to be assisted with HOME funds is to be located. In general, an organization must be able to show one (1) year of serving the community before HOME funds are reserved for the organization. However, a newly created organization formed by local churches, service organizations or neighborhood organizations may meet this requirement by demonstrating that its parent organization has at least a year of serving the community. Complete Documentation means a report or reports in a form reasonably acceptable to the City that contains a summary of all HOME eligible costs expended for the HOME Improvements with the following supporting documentation: (1) copies of invoices for all completed work and other documents necessary to demonstrate that such amounts were actually paid, including without limitation, final lien waivers signed by the general contractors or appropriate subcontractors; (ii) copies of all City permits issued for such work and City -issued "pass" inspections for such work; (iii) documentation to show compliance with M/WBE Bidding process for such work, as applicable; and (iv) any other document or records reasonably necessary to verify Project Costs expended for such work. Completion shall mean the substantial completion of the Required Improvements, as evidenced by a City of Fort Worth Final Inspection approval or HQS Inspection Approval issued by the Housing and Economic Development Department. Completion Deadline means June 1, 2010. Notwithstanding anything to the contrary herein, the Completion Deadline may not be extended beyond June 1, 2010, whether or not on account of any event or events of Force Majeure, unless HUD provides written authorization for the City to use funds from the grants after June 1, 2010, in which case the Completion Deadline may be extended by the aggregate number of days comprising the event or events of Force Majeure up to a date not later than thirty (30) calendar days prior to the deadline established by HUD in such written authorization. Director means the Director of the Housing and Economic Development Department of the City. HOME Funds means the funds supplied by the City to the CHDO under the terms of this Contract. HOME Eligible Buyer means a homebuyer whose annual income adjusted for family size does not exceed eighty percent (80%) of the area median income ("AMI") established by HUD and using the most current HUD Income Guidelines and Technical Guidance for Determining Income and Allowances. The definition of annual income to TX HOME CHDO SF INFILL CONTRACT 2010 4 Neighborhood Land Corporation —Hanna Ranch revised 02-03-2010 determine homebu3 - eligibility under this Contract shall be the definition contained in 92 CFR Part 203(b)(2) as amended from time to time. Principle Residence is the location where homeowner resides and has filed a homestead exemption. 3. TERM AND EXTENSION 3.1 Term. The term of this Contract begins on the date of execution by the Parties (the "Effective Date") and terminates one (1) year thereafter except for (i) any applicable obligations relating to ensuring affordability as hereinafter described and (ii) the use of CHDO Proceeds pursuant to Section 4.5, both of which shall survive termination. 3.2 Extension. This Contract may be extended for up to two months upon CHDO requesting an extension in writing at least sixty (60) days prior to the end of the Contract term. The request for extension shall include CHDO's anticipated budget and goals and objectives for the extended term. It is specifically understood that it is within the City's sole discretion whether to approve or deny CHDO's request for an additional term. Any such extension must be in writing as an amendment to this Contract and approved by the City Manager or designee. 4. CHDO OBLIGATIONS AND GOALS. 4.1 CHDO Certification CHDO has certified that it is and will III its status as a Community Housing Development Organization for the term of this Contract in accordance with 24 CFR Part 92. CHDO acknowledges andf agrees that it has a continuing, ongoing duty to provide the City with any documentation or information in regard to that status. CHDO specifically agrees that it will provide the City with any information and documentation regarding any change in its status as a Community Housing Development Organization. CHDO will be requested to document its continued compliance, including, but not limited to, providing an annual board roster and certification of continued compliance. 4.2. Real Property Improvements. 4.2.1 Required Improvements In accordance with the terms and conditions of this Agreement, CHDO shall construct one single family house (the "Required Improvements") to be sold to HOME Eligible Buyer who will use the house as its principal residence during the Affordability Period. City shall provide up to One Hundred Eighteen Thousand Sixty Four and No/10011 OQ Dollars ($118,064.00) of HOME funds ("HOME Funds") to complete the construction of the Required Improvements. The Required Improvements will be constructed in h'Y accordance with the specification as shown in Exhibit A —Summary and the schedule TX HOME CHDO SF INFILL CONTRACT 2010 5 Neighborhood Land Corporation —Hanna Ranch revised 02-03-2010 described in Exhibit B — Timeline. 4.2.2 Time to Start Construction CHDO shall begin construction work within one (1) month from the Effective Date of this Contract. CHDO understands and agrees that the failure to begin construction work within one (1) month of execution shall result in automatic termination of this Contract without further warning or opportunity to cure at no penalty or liability to City. 4.2.3. Time to Complete Construction CHDO will construct the Required Improvements in accordance with the schedule set forth in the attached Exhibit "C" - Timeline, and ensure that program goals and expenditures correspond with the Completion of the Project by the Completion Deadline Any changes or adjustments to the Timeline must be submitted in writing, along with the reasons therefore, and approved in advance by City. 4.3 Use of HOME Funds. 4.3.1. Budget CHDO shall use the HOME Funds provided by City as follows: a) $84,564.00 for HOME -eligible hard and soft construction costs ("Project Costs"), b), $25,000.00 for HOME -eligible CHDO operating costs ("Operating Costs"), and c) $8,500.00 for down payment assistance to homebuyers. CHDO agrees that these HOME Funds will be expended in accordance with Exhibit "C" - Budget. CHDO may not increase or decrease line -item amounts in the Budget without City's prior written approval. 4.3.2. Expenditures in Compliance with HOME Regulations CHDO acknowledges and agrees that the HOME Funds must be used to construct the Required Improvements and all expenditures shall be in accordance with HOME Regulations and acknowledges that HOME Funds will only be provided as reimbursement for eligible costs incurred, including actual expenditures or invoices for work completed. 4.3.3. Security for City's Interest. To secure the City's interest in the house(s) to be constructed in the event that CHDO is unable for any reason to fully complete its obligations under this Contract, CHDO shall execute and record appropriate security instruments including without limitation, notes, deeds of trust, security agreements, pledges or other similar security instruments (the "Loan Documents"), on the lot or lots on which the houses will be constructed, and on any such additional lots developed with CHDO Proceeds within one week of executing this Contract or acquiring the lot to be developed, whichever is later. City agrees to execute partial releases of such security instruments as may be necessary to allow CHDO to complete its obligations under this Contract provided that CHDO is not otherwise in default of the provisions of this Contract including but not limited to those EaCa-V_.<-,_ .:CURD CITY SECRETARY HOME CHDO SF INFILL CONTRACT 2010 6 TX Neighborhood Land Corporation — Hanna Ranch revised 02-03m2010 provisions relating to homebuyer eligibility under both City and HOME Program requirements. 4.3.4. CHDO Operating Expenses. CHDO Funds may be used by CHDO for eligible operating expenses. Operating expenses are those costs which are reasonable and necessary for the operation of CHDO, including salaries, wages, benefits and other employee compensation; rent and utilities; communication costs; taxes and insurance; and equipment, materials and supplies (provided that any equipment, materials and supplies purchased with CHDO Funds are and will remain the property of the City). 4.4. Payment of HOME Funds to CHDO HOME Funds will be disbursed to CHDO on a reimbursement basis upon CHDO's written request for reimbursement and submitting Complete Documentation to City in accordance with Exhibit C - Timeline. 4.5 Use of CHDO Proceeds 4.5.1 CHDO Proceeds to be used to Construct Additional House(s) Upon the sale of the single family home developed by CHDO to a HOME eligible buyer, CHDO may retain a portion of CHDO Proceeds in an amount equal to the amount of Project Costs which are in excess of the HOME Funds provided for Project Costs ("Retained CHDO Proceeds"), provided that CHDO presents to City supporting invoices and/or other documents to demonstrate to City's satisfaction that such amounts were actually paid by CHDO. Such Retained CHDO Proceeds shall be free of any HOME or City requirements. For example, if the Project Costs for the Required Improvements are in the total amount of $120,000, and the CHDO Funds for Project Costs are in the amount of $84,564.00, the Retained CHDO Proceeds amount is $35,436.00. However, for any CHDO Proceeds in excess of the Retained CHDO Proceeds amount, CHDO shall deposit such CHDO Proceeds into an interest bearing escrow account to be used to construct one (1) additional single family house to be sold to a HOME Eligible Buyer within one year, however, this deadline can be extended for up to one year with prior approval from the City. The construction of the one (1) additional house shall be constructed pursuant to a new contract between City and CHDO, and CHDO Proceeds in the interest bearing escrow account may not be accessed, utilized, withdrawn, or expended unless done so pursuant to the new contract. Unless otherwise agreed to by the parties in the new contract, if CHDO, using CHDO Proceeds, completes construction of one (1) house(s) and such additional one (1) house during the term of this Contract and any extensions hereof, it may retain all remaining sales proceeds from the sale of any additional houses to be used at its discretion free of any HOME or City requirements. Financial reports on all CHDO Proceeds and interest earned as a result of use of the HOME Funds shall be reported to the City on a monthly basis during the term of this Contract until the CHDO Proceeds have been used to construct and sell at least one (1) additional HOME -eligible affordable single family house. HOME CHDO SF INFILL CONTRACT 2010 'J Neighborhood Land Corporation —Hanna Ranch OFFICIAL RECORD CITY �IW�;I�ET�R� ;`THE TX revised 02-03-201 4.5.2. Disposition of CHDO Proceeds When not Used to Construct Additional Homes If CHDO does not build an additional house as required under this Contract for any reason, the CHDO Proceeds in the interest bearing escrow account, together with all interest earned, shall be returned to the City to be deposited in the City's HOME Investment Trust Fund local account or the unsold house(s) shall be conveyed to City to be sold by City to income -eligible residents. 4.5.2. Prohibition of Commingling_ CHDO shall not commingle HOME Funds or the CHDO Proceeds with any other funds in any manner that would prevent the City from readily identifying expenditures for the Project. 4.5.3. Survival. The requirements of this Section 4.5 shall survive the termination or expiration of this Contract. 4.6 Housing Construction with HOME Funds 4.6.1 Construction to Conform to All Applicable Laws, Building Codes and Ordinances. All plans, specifications and construction on houses assisted with HOME Funds under this Contract shall conform to all applicable Federal, state and local laws, ordinances, rules and regulations, including HOME Program Requirements and meet all City Building Codes and must pass inspection by City Housing and Economic Development Department inspectors. 4.6.2. Property Standards and Lead Paint Requirements. CHDO shall comply with the requirements contained in 24 CFR Part 92.251 as relates to Property Standards and Housing Quality Standards (HQS), Accessibility Standards under 24 CFR Part 92.251 (a)(3) as applicable, and Lead Based Paint Requirements as found in 24 CFR Part 92.355 and 24 CFR Part 35 in the construction of the houses built under this Contract. 4.6.3. Approval by City Not Release of Requirement. Approval of any plans and specifications relating to the houses) built under this Contract by City shall not constitute or be deemed (i) to be a release of the responsibility or liability of CHDO or any of its contractors, their respective officers, agents, employees and subcontractors, for the accuracy or the competency of the plans and specifications, including, but not limited to, any related investigations, surveys, designs, working drawings and specifications' or other 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 documents by CHDO or any of its contractors, and their respective officers agents, employees and subcontractors. OFFlClAI. RECORD CITY SECKJARY TX HOME CHDO SF INFILL CONTRACT 2010 g €,°? ' Neighborhood Land Corporation —Hanna Ranch re ;isec{ 02-03-2010 4.70 Sale of Home to Home Eligible Buyei 4.7.1 Sale Price of House. The sale price of each house constructed and sold under this Contract shall not exceed ninety-five percent (95%) of the median sales price of the same type of single- family housing located within the City as determined by HUD. The sale price of each house shall not exceed the appraised value of such house as determined by an independent, licensed appraiser. 4.7.2 Homebuyer All homebuyers who purchase a house constructed with HOME Funds must also meet all HOME Program requirements. In addition, CHDO will ensure that all homebuyers complete a homeownership training program prior to the completion of their purchase of a house constructed under the Contract. 4.7.3. Affordability Period. Housing assisted with HOME Funds under this Contract will remain affordable for the Affordability Period. CHDO shall inform buyer of affordability requirement in writing at sales contract signing and at closing and will provide City with documentation of this notification to City. 4.7.4. Recaptured Funds. CHDO shall inform homebuyer in writing at contract signing and at closing that if the if the home buyer sells the house during the Affordability Period, all $8,500.00, plus any additional closing cost or down payment assistance provided to homebuyer pursuant to Section 4.9.1, shall be . considered "Recaptured Funds" under 24 CFR Part 92.254(a)(5)(ii)(A)(5) and must be repaid to the City for use in eligible HOME projects as required by 24 CFR Part 92.503 a 4.7.4. Notes and Mortgages. CHDO shall assure that any Deeds, Notes and Mortgages are recorded for homebuyers and shall be in compliance with 24 CFR 92.254. 4.8 Affirmative Marketing 4.8.1 Company Must Adopt Marketing Procedures. CHDO must adopt affirmative marketing procedures and requirements for all housing assisted with HOME Funds as required by 24 CFR 92.351 if the project involves the construction of five (5) or more houses. The procedures and requirements must include methods for informing the public, owners and potential homebuyers about fair housing laws and policies so as to ensure that all individuals, without regard for sex, age, race, color, creed, nationality, national origin, religion, handicap status, disability, familial status, sexual orientation, gender identity, gender expression or transgender, are given an equal opportunity to participate in the Project. CHDO will be solely responsible for the effective marketing responsibilities necessary to CHDO achirOFFICIAL CHDO's — production goals. RECORD SE# .,TV SC4.,RraTARY tv HOME CHDO SF WFILL CONTRACT 2010 9 : Neighborhood Land Corporation — Hanna Ranch revised 02-03-2010 4.8.2. City Approval. All CHDO marketing procedures related to this Contract are subject to approval by the City. CHDO shall submit to City its marketing plan for City approval consistent with City affirmative marketing programs for HOME assisted projects. 4. Home Buyer Assistance and Eligibility 4.9.1 Home Buyer Assistance Program To ensure that the affordability requirements are met, CHDO shall provide the homebuyer purchasing the Required Improvements a minimum of $8,500.00 from the HOME Funds provided to CHDO in the form of closing cost and/or down payment assistance. City will assist CHDO in the CHDO providing direct assistance for closing cost and/or down payment assistance by administering CHDO's HOME Funds for down payment and closing cost assistance. Homebuyer eligibility shall be determined by City in City's sole discretion using City Homebuyer Assistance Program ("HAP") guidelines and HOME Program requirements, and City shall enter into an agreement directly with the homebuyer for the administration of the down payment and closing cost assistance. CHDO shall timely provide City with all documents and information necessary for City to process the closing cost and down payment assistance, especially the verification of home buyer eligibility. In addition, CHDO may utilize HOME Funds from this Contract to provide additional closing cost and/or down payment assistance for each house if such funds are needed to make the house affordable to the homebuyer and such funds are available. Homebuyers may apply for additional HAP funds from the City but the total amount of closing cost/down payment assistance provided with HOME Funds from both CHDO and/or City shall not exceed a combined total of FOURTEEN THOUSAND NINE HUNDRED NINETY-NINE AND NO/100 DOLLARS ($14,999.00) per homebuyer. Homebuyer assistance funds will be disbursed at the closing of the sale of the house from CHDO to a HOME Eligible Buyer following verification of the homebuyers' income eligibility under the HOME Program and processing of the homebuyer's application for HAP. Requests for these funds must be made thirty (30) days prior to closing. 4.10. Additional HOME Requirements CHDO agrees to comply with all requirements of the HOME Program as stated in 24 CFR Part 92, including, but not limited to the following: 4.10.1 Environmental Review. CHDO understands and agrees that HOME Funds will not be paid, and costs cannot be incurred until the City has conducted and .completed an environmental review Athe 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. Further CHDO will not undertake or commit any funds to physical or choice limiting actions, includingDCaRD property acquisition, demolition, movement, rehabilitation, conversion, repair or MY i"H TX HOME CHDO SF INFILL CONTRACT 2010 10 Neighborhood Land Corporation — Hanna Ranch revised 02-03-2010 construction prior to the environmental clearance, and any violation of this provision will result in the denial of any funds under the Contract. 4.10.2. Contract Not Constituting Commitment of Funds or Site Approval. Notwithstanding any provision of this Contract, the parties agree and acknowledge that this Contract does not constitute a commitment of funds or site approval, and that such commitment of funds or approval may occur only upon satisfactory completion of environmental review and receipt by the City of a release of funds from HUD under 24 CFR Part 58. 4.10.3 Compliance with the Uniform Relocation Act. If the Project location is occupied at the time of this commitment, CHDO shall comply with the relocation requirements of 24 CFR Part 92.353 and all other applicable federal and state laws and city ordinances and requirements. 4.10.4 Anti -Discrimination Requirements. CHDO shall comply with all non-discrimination requirements of 24 CFR 92.350 and Section 1748 of the City Code in the selection of homebuyers for the houses that are built with HOME Funds. 4.10.5. Monitoring. 4.10.5.1. CHDO understands and agrees that it will be subject to monitoring by City for compliance with the HOME Regulations for the compliance period specified in this Contract. CHDO will provide reports and access to Project files as requested by the City during the Project and for five (5) years after completion and closeout of this Contract, and will meet all the reporting requirements set out in this Contract. 4.10.5.2. City shall have access at all reasonable hours to the CHDO's offices and records dealing with the use of the HOME Funds that are the basis of this Contract, its officers, directors, agents, employees, and contractors for the purpose of such monitoring. 4.10.5.3. CHDO agrees to likewise monitor the effectiveness of the services and work to be performed by its contractors. 4.10.6. Recapture City reserves the right to recapture HOME Funds provided under this Contract in the event City determines that CHDO will be unable to expend all HOME Funds within the term of the Contract. 4.10.6.1. Note Payable to City. To secure recapture of the HOME Funds, CHDO will ensure that all homebuyers for the houses assisted with HOME Funds under this Contract will execute a Note payable to the City secured by a recorded Deed of Trust in the amount of closing cost and/or down payment assistance provided to that homebuyer. City will prepare the Note and Deed of Trust and will furnish such loan documents to the title company losng.:the RECORD . CITY SECRETARY HOME CHDO SF INFILL CONTRACT 2010 11 ' TX Neighborhood Land Corporation — Hanna Ranch revised 02-03-2010 sale of the house. CHDO will furnish copies of such executed Notes and recorded Deeds of Trust to City upon closing of the sale of the houses. City's HAP Note and Deed of Trust shall be subordinate to any first lien purchase money mortgage. 4.11. CHDO Procurement Standards. CHDO shall establish procurement procedures to ensure that materials and services are obtained in a cost effective manner. When procuring for services to be provided under this Contract; CHDO shall comply at a minimum with the nonprofit procurement standards at 24 CFR Part 84.40 through 24 CFR Part 84.48. 4.12 Cost Principles/Cost Reasonableness CHDO shall administer their use of HOME Funds in compliance with OMB Circular A422, "Cost Principles for Non -Profit Organizations", as amended from time to time 4.13. HOME Terms Applicable to Contractors. CHDO understands and agrees that all terms of this Contract shall apply to any and all contractors of CHDO which are in any way paid with HOME Funds or who perform any work in connection with CHDO's program. 4.14. Sponsorship of CHDO by Other Entities. Any CHDO that is sponsored by another entity, whether for profit or non profit, must ensure that the following• requirements are met: 4.14.1. Accounting system and procedures must be sufFcient to allow for implementation of separate CHDO financial systems and preparation of specific financial reports demonstrating appropriate cost allocations. 4.14.2. If the sponsoring entity provides services in support of CHDO's program, projects or activities, there must be a clear written agreement between the sponsoring entity and the CHDO spelling out roles, responsibilities and compensation. 5. REPORTING AND DOCUMENTATION REQUIREMENTS In the performance of this Agreement, CHDO shall develop arecord-keeping system and shall promptly provide City with copies of any document the City deems necessary for the effective fulfillment of City's monitoring and evaluation responsibilities and the reposts and documents outlined below. Specifically CHDO will keep or cause to be kept an accurate record of all actions taken and all funds expended, with source documents. 5.1. Performance Report —Documentation for Household Served CHDO shall obtain and keep on file the following information on each household served by the Program in accordance with the attached Attachment IV .,(a) - 41AL RECORD Performance Report. 0 a. Annual income and size of the household of which the client is a .RE TARY member; iVORTH, TX HOME CHDO SF INFILL CONTRACT 2010 12 Neighborhood Land Corporation —Hanna Ranch revised 02-03-2010 b. Ethnicity and race of the client, using one of the following categories: Ethnicity: Hispanic/Latino or Non Hispanic/Latino Race: White, Black/African American, Asian; American Indian/Alaskan Native & Hawaiian/Other Pacific Islander, American Indian/Alaskan Native & White, Asian & White, Black/African American & White, American Indian/Alaskan Native & Black/African American, Other Multi - Racial; c. Whether the head of the client's household is male or female; d. Additional statistical information as may be required by HUD regulations and any amendments thereto: 5.2. Performance Report- Documentation on Individual Project CHDO shall keep on file the following information and documentation on each individual house constructed under this Agreement: a. Proof that the Project meets the applicable property standards; b. The per unit amount of HOME Funds invested; c. Compliance with the affirmative marketing requirements and existence of acceptable procedures; d. Compliance with relocation requirements; e. Records indicating whether or not any contractors or subcontractors performing work under this Contract were Minority and/or female owned, and if so, the contract amounts; f. Records demonstrating actions taken to affirmatively further fair housing aims in the sale of the houses; g. Compliance with lead based paint requirements; h. Compliance with conflict of interest rules; i. Copies of the builder's State of Texas registration certificate. 5.3. Performance Report -Documentation for Each Individual Loan. CHDO shall keep on file copies of the following loan documentation for each individual loan: a. Sales Contract between seller and buyer; b. Appraisal; c. Environmental review; d. Housing Quality Standard Inspection Checklist e. Closing Settlement Statement (HUD4); f. Warranty Deed; g. First Lien Promissory Note; h. First Lien Deed of Trust i. Subordinate Promissory Note; j. Subordinate Deed of Trust; k. Mortgagee's Title Policy; 1. Homeowner's Insurance Policy; m. Survey; n. Termite inspection (if applicable); ©FFtDiRL i�ECC,FtD To APIRTH, TX HOME CHDO SF INFILL CONTRACT 2010 13 Neighborhood Land Corporation —Hanna Ranch revised 02-03-2010 o. Lead Based Paint Disclosure it any); and p. Notice To Seller (the Guide Form Notice). 5.4. MonthlYReport. By the 15th day of each month during the term of this Agreement, CHDO shall provide the City with the following reports: a. Program reports in accordance with Attachment IV —Monthly Narrative Report and Attachment IV (a) - Performance Report; b. Expenditure detail in accordance with Attachment I - Request For Funds, Attachment II - Detail Statement of Costs, Attachment III - Expenditures Worksheet, and Attachment V —Program Income Report. c. The amount of leveraging generated by this grant, including items that qualify as HOME Match. Documentation for HOME Match purposes shall include copies of donation checks and commitment letters referencing that the donation is made as a "permanent contribution to affordable housing", sign -in sheets for volunteer hours worked referencing the Project address, letters from professionals providing discounted services referencing their "permanent contribution to affordable housing", and other appropriate detailed records documenting the dollar value and extent of contribution to the HOME -assisted housing units. 5.5. CHDO to Provide Settlement Statements and Loan Documents. Prior to each closing, CHDO will provide to the City the estimated settlement statement, along with a reconciliation statement. The reconciliation statement shall account for the pro-rata share of HOME Funds to the individual house, and identify those funds that are to be lent to the buyer as "Buyer subsidies" secured by the HOME note and deed of trust, the pro -rated HOME development funds that are to be forgiven as "Development subsidies" and the amount of developer fee or CHDO sales proceeds to be retained from settlement funds. 5.6. Report Format Reports shall be submitted in the format specified by the City. 5.7. Records to be Kept for Five Years Beyond Affordability Period. Such records shall be kept for five (5) years after the Affordability Period terminates. 5.8. Withholding Past, IF THE REQUIRED REPORTS AND APPROPRIATE SUPPORTING DOCUMENTATION ARE NOT RECEIVED BY THE DUE DATE, CITY SHALL WITHHOLD PAYMENTS REQUESTED UNDER THIS CONTRACT. 6. DUTIES AND RESPONSIBILITIES OF CITY Q��l�lr�ly F���C�RD HOME CHDO SF INFILL CONTRACT 2010 14 Neighborhood Land Corporation —Hanna Ranch revised 02-03-2010 6A Disbursement of Funds 6.1.1 City Will Provide HOME Funds. The City will provide BIOME Funds for use as stated herein. City will monitor the use of the HOME Funds at least annually to ensure that they are being used appropriately or more often as City deems necessary and in conformance with the provisions of this Contract and the HOME Regulations, 6.1.2 Reimbursement Basis Only. CHDO understands and agrees that HOME Funds will be paid to CHDO on a reimbursement basis only upon City receiving Complete Documentation. No HOME Funds will be disbursed if City has not received the necessary financial reports and related documentation that accounts for expenditures sought to be reimbursed. 6.1.3 Reimbursement of Expenditures. Provided that CHDO submits Complete Documentation to the Director with respect to the Required Improvements and Operating Costs, the City will pay CHDO HOME Funds within fifteen (15) calendar days following the date of receipt of such Complete Documentation to support the amount of HOME funds listed on Exhibit C and as verified by the City in its review of the Complete Documentation submitted, or (ii) $84,564 of such contract Costs. If CHDO fails to submit such Complete Documentation on or before June 1, 2010, CHDO will not be entitled to receive any portion of the HOME Funds payable under this Contract. 6.1.4. Inspections. All work items must pass inspection by City's Housing and Economic Development Department inspectors as evidenced by a completed inspection form to be furnished by City prior to the release of HOME Funds. 6.2 City Will Monitor. The City will monitor the activities and performance of CHDO and its contractors as necessary, but no less than annually as required by the HOME Regulations, 24 CFR Part 92.504. The City will monitor the performance of CHDO in regard to compliance with completion of tasks, duties and responsibilities as required under this Contract. 7. DEFAULT AND TERMINATION 7.1 Failure to Complete the Required Improvements If the City determines that the Required Improvements were not completed by the Completion Deadline, the City shall have the right to terminate this Contract with no penalty or liability to CHDO effectively immediately upon provision -to- CHDO of written notice of such intent. 1 T Y SECRETARY HOME CHDO SF INFILL CONTRACT 2010 15 Neighborhood Land Corporation —Hanna Ranch revised 02-03-2010 1920 Failure to Submit Required Reports If CHDO fails to submit any report required by Section 5, City will notify CHDO in writing and the CHDO will have thirty (30) calendar days from the date of receipt of the written notice to submit any such report to the City. If the CHDO fails to submit any such report within such time, City shall have the right to terminate this Contract effective immediately upon provision to the CHDO of written notice of such intent with no penalty or liability. Notwithstanding anything to the contrary herein, the City will not be required to pay any HOME Funds to CHDO during the term that a report required by Section 5 is past due. 7.3 In General Subject to Section 7.1 and 7.2 and unless specifically provided otherwise in this Contract, CHDO shall be in default under this Contract if CHDO breaches any term or condition of this Contract. In the event that such a breach remains uncured after thirty (30) calendar days following receipt of written notice by the City referencing this Contract or, if CHDO has diligently and continuously attempted to cure following receipt of such written notice but reasonably required more than thirty (30) calendar days to cure, as determined by both Parties mutually and in good faith, the City shall have the right to elect, as determined in City's sole discretion, one of the remedies contained in Section 7.9 or terminate this Agreement effective immediately upon provision of written notice of such intent to CHDO. In the event of termination, all grant funds awarded to CHDO pursuant to this Contract shall be immediately revoked and any approvals related to the Required Improvements that is/are the subject of this Contract shall be immediately deemed revoked and canceled. 7.4. No Funds Disbursed while in Breach. CHDO understands and agrees that no HOME Funds will be paid to CHDO until all defaults are cured to the satisfaction of City. 7.5. No Compensation After Date of Termination. In the event of termination, CHDO shall not receive any compensation for work undertaken after the date of the termination. 7.6. Rights of City Not Affected. Termination shall not effect or terminate any of the rights of the City as against CHDO then existing, or which may thereafter accrue because of such default, and the foregoing provision shall be in addition to any and all other rights and remedies available to the City under the law and any notes or mortgages (if in effect), including, but not limited to, compelling CHDO to complete the Project 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 termination of the Contract. 7.7 Waiver of Breach Not Waiver of Subsequent Breach. The waiver of a breach of any term, covenant, or condition of this ontract shall not operate as a waiver of any subsequent breach of the same or any other term, covenant or condition hereof. Y F TX HOME CHDO SF INFILL CONTRACT 2010 16 Neighborhood Land Corporation — Hanna Ranch revised 02-03-2010 7.8 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. 7.9. CitL j! Vus for Cure %J Breach. If CHDO fails to cure the breach within the time stated in the notice, City may take any of the following actions: a. Temporarily withhold disbursements pending correction of the deficiency; b. Disallow all or part of the cost of the activity or action not in compliance; c. Accept CHDO's failure to comply or correct any deficiency or breach within the time period specified as evidence of CHDO's inability to perform under the terms of this Contract and intent to terminate this Contract and surrender all rights to any remaining HOME Funds; d. Withhold any other HOME awards from CHDO or any affiliates; e. Pursue any other legal remedies available to City to ensure compliance with this Contract and the Loan Documents. 7.10. Termination. The City may terminate this Contract in the event of CHDO's default, inability, or failure to perform, or otherwise whenever such termination is determined by the City to be in the City's best interest. Likewise, CHDO may terminate this Contract if the City does not provide the HOME Funds set forth in this Contract. The Contract may be terminated for mutual convenience upon written agreement of the Parties. 7.11 Unused Home Funds to be Returned to City after Termination. CHDO shall return to City any HOME Funds deposited in the interest bearing escrow account as provided in Section 4.5.1, including any interest earned, within thirty (30) days of the effective date of Contract termination. 7.12 Dissolution of Company Terminates Contract. In the event CHDO is dissolved or ceases to exist, all property, real or personal, acquired by HOME Funds provided under this Contract will automatically transfer to City and this Contract shall terminate. 7.13. Reversion of Assets In Contract Terminates In the event this Contract is terminated with or without cause, for any reason whatsoever, all assets acquired with HOME Funds used in the development of the houses) under the Project including cash, interest payments from loans or otherwise, all outstanding notes, mortgages or other security instruments used to secure HOME Funds and any real property owned by CHDO that was acquired or improved with HOME Funds shall belong to City and shall be transferred to City or to such assignees as City may designate. OF RECORD 8. SURVIVAL Y Any provision of this Contract that pertains to affordability, tenant eligibility, and City P HOME CHDO SF INFILL CONTRACT 2010 17 Neighborhood Land Corporation —Hanna Ranch revised 02-03-2010 Building Codes, ordinances and housing quality standards, as well as any applicable HOME requirements shall survive the termination of this Contract and shall be governed by the HOME Regulations and the provisions of the TDHCA LURA as well as the Loan Documents securing affordability. 9. REPAYMENT OF HOME FUNDS All HOME Funds are subject to repayment in the event the Project does not meet the Project requirements as set out in this Contract and its Exhibits. It is expressly understood that upon the completion of this Project, any HOME Funds reserved but not expended under this Contract will revert to the City. 10. GENERAL PROVISIONS 10:1. CHDO Independent Contractor CHDO shall operate hereunder as an independent contractor and not as an officer, agent, servant or employee of City. CHDO 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, Program participants, licensees or invitees. 10.2. Doctrine of Respondeat Superior The doctrine of respondeat superior shall not apply as between City and CHDO, its officers, members, agents, servants, employees, contractors, Program participants, licensees or invitees, and nothing herein shall be construed as creating a partnership or joint enterprise between City and CHDO. It is expressly understood and agreed that no officer, member, agent, employee, contractor, licensee or invitee of CHDO, nor any Program participant, is in the paid service of City and that City does not have the legal right to control the details of the tasks performed hereunder by CHDO, its officers, members, agents, employees, contractors, Program participants, licensees or invitees. 10.3 Religious Organization. In addition, if; understood and agreed to that if CHDO is considered to be a religious organization, it shall abide by all portions of 24 CFR Part 92.257 10.4. Audit 10.4.1. Entities that Expend $500,00 or more in Federal Funds Per Year All non-federal entities that expend $500,000 or more in Federal funds within one year, regardless of the source of the Federal award, must submit to City an annual audit prepared in accordance with specific reference to OMB Circular A433. The audit may cover either CHDO's fiscal year during which this Contract is in force or cover the periodCORDof this Contract. The audit must be prepared by an independent certified public accountant, be completed within twelve (12) months following the end of the period RY being audited and be submitted to City within thirty (30) days of its completion.. CHDO's FX HOME CHDO SF INFILL CONTRACT 2010 18 Neighborhood Land Corporation —Hanna Ranch revised 02-03-2010 audit certification is attached hereto as Exhibit "D' — "Audit Certification Form" and "Audit Requirements". The Audit Certification Form must be submitted to City within sixty (60) days of the end of period being audited (CHDO's fiscal year). Costs of preparation of this audit may be an allowable expenditure of Federal funds in an amount proportional to that of the Federal funds used in CHDO's total agency operating budget, however if CHDO would like to use HOME Funds allocated under this Contract. CHDO must receive written authorization to do so. Non-profit entities that expend less than $500,000 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. 10.4.2. City Reserves the Right to Audit City reserves the right to perform an audit of CHDO's program operations and finances at any time during the term of this Contract, if City determines that such audit is necessary for City's compliance with OMB Circular A433, and CHDO agrees to allow access to all pertinent materials as described in Section G. Record Retention and reports. If such audit reveals a questioned practice or expenditure, such questions must be resolved within fifteen (15) days after notice to CHDO of such questioned practice or expenditure. If questions are not resolved within this period, City reserves the right to withhold further funding under this and/or future contract(s) with CHDO. If as a result of any audit it is determined that CHDO has misused, misapplied or misappropriated all or any part of the HOME Funds, CHDO agrees to reimburse the City the amount of such monies so misused, misapplied or misappropriated, plus the amount of any sanctions, penalty or other charge levied against City by HUD because of such misuse, misapplication or misappropriation. 10.5. Venue Venue 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, shall lie in Tarrant County, Texas. 10.6 Governing Law In any questions involving state law, for any action, whether real or asserted, at law or in equity, arising out of the execution, performance or non-performance of this Contract, in any issue not governed by federal law, the choice of law shall be the law from the State of Texas. 10.7 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 effec without the invalid provision. UFFICIAL hECORD SEFET 10.9. Written Agreement Entire Agreement. CITY��t�� This written instrument and the Exhibits attached hereto, which are incorporated HOME CHDO SF INFILL CONTRACT 2010 19 Neighborhood Land Corporation —Hanna Ranch revised 02-03-2010 by reference and made a part of this Contract for all purposes, constitutes the entire Contract by the Parties hereto 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 must be approved by each Party to this Contract. 10.8. Paragraph Headings for Reference Only No Le ag 1 Significance. 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. 10.9 Compliance With All Applicable Laws and Regulations CHDO agrees to comply fully with all applicable laws and regulations that are currently in effect or that are hereafter amended during the performance of this Contract. Those laws include, but are not limited to: Federal Law including ➢ HOME Investment Partnership Act as set out above ➢ 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 etseq.) ➢ 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 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. ➢ 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. 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 American with Disabilities Act of 1990 (42 U.�S,C. Sections HOME CHDO SF INFILL CONTRACT 2010 20 Neighborhood Land Corporation —Hanna Ranch revised 02-03-2010 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 et seq.) 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 ➢ Regulations at 24 CFR Part 882.708(c) pertaining to site and neighborhood standards for new construction projects ➢ Regulations at 24 CFR Part 983.6 for Site and Neighborhood Standards Review ➢ Regulations at 24 CFR Housing and Urban Developments, Part 92 Home Investments Partnership Program 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 sec.) and its related regulations at 24 CFR Part 135 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 projects 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. Be 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 OFFICIAL RECORD HOME CHDO SF INFILL CONTRACT 2010 21 Neighborhood Land Corporation —Hanna Ranch revised 02-03-2010 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 under 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 person(s) 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 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 Mere 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 ant' subcontracts shall be given to Indian organizations ant OFFICIAL RECORD Indian -owned Economic Enterprises. Parties to thi CITY SECRETARY contract that are subject to the provisions of Section 3 an fit. Wt3R7l-9, 7X HOME CHDO SF INFILL CONTRACT 2010 22 Neighborhood Land Corporation —Hanna Ranch revised 02-03-2010 Section 79b) 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. City and CHDO understand and agree that, if applicable to the Project, 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 the City and CHDO, and their respective successors, assigns and the contractors. Failure to fulfill these requirements shall subject CHDO and its contractors 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. 10.10. Prohibition Against Discrimination 10.10.1. General Statement CHDO, in the execution, performance or attempted performance of this Contract, may not discriminate 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 CHDO permit its officers, members, agents, employees, or Project participants to engage in such discrimination. 10.10.2. No Discrimination in Employment during the Performance of this Contract During the performance of this Contract CHDO agrees, and will require all its contractors to agree, as.follows. [Contractor'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 Name] will 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 Name) agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clauso: .p.� [Contractor's Name] will, in all solicitations oi �vertisements for employees placed by or on behalf of [Contractors Name] , state that all HOME CHDO SF INFILL CONTRACT 2010 23 Neighborhood Land Corporation —Hanna Ranch revised 02-03-2010 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. Lontractor's Name) covenants that neither it nor any of its officers, members, agents, employees, Project participants 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. fContractor's Name] further covenants that neither it nor its officers, members, agents, employees, contractors, Project participants, 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. 10.10.3. CHDO's Contractors and ADA In accordance with the provisions of the Americans With Disabilities Act of 1990 ("ADA"), CHDO 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 CHDO or any of its contractors. CHDO 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 CHDO'S AND/OR ITS CONTRACTORS' ALLEGED FAILURE TO COMPLY WITH THE ABOVE -REFERENCED LAWS CONCERNING DISABILITY DISCRIMINATION IN THE PERFORMANCE OF THIS CONTRACT. This Contract is made and entered into with reference specifically to the ordinances codified at Chapter 17, Article III, Division 3 ("Discrimination in Employment Practices") of the City Code, *and CHDO hereby covenants and agrees that CHDO, its officers, members, agents, employees and contractors, have fully complied with all provisions of same and that no employee, applicant or Project participant has been discriminated against under the terms of such ordinances by either or its officers, members, agents, employees or contractors. 10.11. Prohibition Against Interest /Conflict of Interest 10.11.1. Persons Coveredtoo � This section (Prohibition Against Interest /Conflict of Interest) applie to any person_ who F 'VVORTH, TX HOME CHDO SF INFILL CONTRACT 2010 24_.-- Neighborhood Land Corporation —Hanna Ranch revised 02-03-2010 is an employee, agent, consultant, officer, contractor, subcontractor, elected official or appointed official of the Parties to this Contract. 10.11.2. Conflicts Proted No person described in the above paragraph who exercises or has exercised any function or responsibility with respect to activities assisted with HOME Funds or who is in an position to participate in a decision making process or gain inside information with regard to these activities, may have or obtain a financial interest or benefit from a HOME —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 the tenure of this Contract or for one (1) year thereafter. 10.11.3. Exceptions The only exception shall be those allowed by applicable law or regulations. To request an exception, the process required by law and regulations shall be followed. 10.11.4. No City Officer Member or Employee to have a Conflict of Interest. Except as disclosed, no member, officer or employee of City or its designees or agents; no member of the governing body of the locality in which the Project is situated; and no other public official of such locality or localities, who exercises any functions or responsibilities with respect to the Project funded hereunder during his or her tenure or for one (1) year thereafter, shall have or obtain a financial benefit or have any interest, direct or indirect, in any contract or subcontract or the proceeds thereof, for work to be performed hereunder. CHDO shall incorporate, or cause to be incorporated, like language prohibiting such interest in all contracts and subcontracts entered into in connection with the Project. 10.11.5 No CHDO Officer, Employee, Member or Project Participant to have Conflict of Interest. No officer, employee, member or Project participant of CHDO or its contractors shall have or obtain a financial interest, direct or indirect, in this Contract or the HOME Funds transferred hereunder or be financially interested, directly or indirectly, in the sale to CHDO of any land, materials, supplies or services purchased with any funds transferred hereunder, except CHDO as. an officer, or employee. Any willful violation of this paragraph with the knowledge, expressed or implied, of CHDO or its contractors shall render this Contract voidable by the City. 10.11.6. No Interest by Anyone with Inside Information. No officer, employee, agent, consultant, elected official or appointed official of the participating jurisdiction, CHDO or its contractors who exercised any functions or responsibilities with respect to activities assisted with HOME Funds or who are in a position to participate in a decision making process or gain inside information with regard to these activities, may have or obtain a financial interest or benefit -from -a- -s HOME -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 HOME CHDO SF INFILL CONTRACT 2010 25 Neighborhood Land Corporation — Hanna Ranch revised 02-03-2010 whom they have family or business ties, during their tenure or for one (1) year thereafter. WALL Conflict of Interest Applies in Procurement Process. In the procurement of property and services by CHDO, the conflict of interest provisions of 24 CFR Part 8536 and 24 CFR Part 84.42, respectively, shall apply. In all cases not governed by those sections, the provisions of 24 CFR Part 92.356 of the HOME Regulations shall apply. 10.12. Labor Standards ➢ As applicable, CHDO agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis -Bacon Act (40 U.S.C. 276a-276a-5) 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. CHDO agrees to comply with the Copeland Anti -Kick Back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the U.S. Department of Labor at 29 CFR Part 5. CHDO shall maintain documentation that demonstrates compliance with hour and wage requirements of this Contract and HOME Regulations. Such documentation shall be made available promptly to City for review upon request. ➢ CHDO agrees that, except with respect to the rehabilitation or construction of residential property containing less than twelve (12) units assisted with HOME funds, all contractors engaged under contract in excess of $2,000.00 for construction, renovation or repair work financed in whole or in part with assistance provided under this Contract, shall comply with Federal requirements adopted by City pertaining to such contracts and with the applicable requirements of the regulations of the Department of Labor under 29 CFR Parts 1,3,5 and 7 governing the payment of wages and ratio of apprentices and trainees to journey workers; provided that, if wage rates higher than those required under these regulations are imposed by state or local law, nothing hereunder is intended to relieve CHDO of its obligation, if any, to require payment of the higher wage. CHDO shall cause or require to be inserted in full, in all such contracts subject to such regulations, provisions meeting the requirements of this paragraph. 10.13. Minority and Women Business Enterprise Commitment CHDO agrees to abide by the City's policy to involve Minority and Women Business Enterprises ("M/WBEs") in all phases of its procurement practices 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. Therefore, CHDO agrees to incorporate City Ordinance No. 15530, and all amendments or successor policies thereto, into all contracts and subcontracts and will further require all persons or entities with whom it contracts to comply with said ordinance. 10.14. Other Laws � The listing of the various applicable laws governing this Contr�.ct is only a guide and is not given for the purpose of limiting CHDO`s responsibilities in regard to HOME CHDO SF INFILL CONTRACT 2010 26 Neighborhood Land Corporation —Hanna Ranch revised 02-03-2010 following all applicable laws. The failure to list any federal, state or city law or regulation that is applicable to . CHDO does not excuse or relieve CHDO from the requirements or responsibilities in regard to following the law, nor from the consequences or penalties for CHDO's failure to follow the law, if applicable. 10.15. Assignment CHDO shall not assign all or any part of its rights, privileges, or duties under this Contract without the prior written approval of City. Any attempted assignment of same without approval shall be void, and shall constitute a breach of this Contract. 10.16. Right to Inspect Contractor Contracts It is agreed that the City has the right to inspect and approve in writing any proposed contracts between CHDO and any contractor engaged in any activity in conjunction with this HOME funded Project prior to any charges being incurred. 11. Indemnification and Release CHDO 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 HIND 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 PROJECT DESCRIBED HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY; AND CHDO. 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 HINDS OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF THIS CONTRACT AND AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES OF THE PROJECT DESCRIBED HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY. CHDO 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 nTTT OF OR IN CONNECTION WITH ALL ACTS OR OMISSIONS OF c7 l ' ITSIAL �CQRD C1TY `r�;`."'RE TARY HOME CHDO SF INFILL CONTRACT 2010 27 ''rH, TX Neighborhood Land Corporation —Hanna Ranch revised 02-03: 2010 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 CHDO AND CITY, THAT THE INDEMNITY PROVIDED FOR THIS SECTION INCLUDES INDEMNITY BY 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. CHDO 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 THE CITY'S SOLE OR CONCURRENT NEGLIGENCE. CHDO SHALL REQUIRE ALL OF ITS CONTRACTORS AND SUBCONTRACTORS TO INCLUDE IN THEIR CONTRACTS AND SUBCONTRACTS A RELEASE AND INDEMNITY IN FAVOR OF THE CITY IN SUBSTANTIALLY THE SAME FORM AS ABOVE. 12. Waiver of Immunity by CHDO If CHDO, 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, CHDO 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. 13. Insurance and Bonding CHDO will maintain blanket fidelity coverage in the form of insurance or bond in the amount of $305000 to insure against loss from the fraud, theft or dishonesty of any of CHDO's officers, agents, trustees, directors or employees. The proceeds of such bond shall be used to reimburse City for any and all loss of HOME Funds occasioned by such misconduct. To effectuate such reimbursement, such bond shall include a rider stating that reimbursement for any loss or losses thereunder shall be made directly to City for the use and benefit of CHDO. .'CARD CHDO shall furnish to City, in a timely manner, but not later than ten days after CHDO TA,RY U sit TX HOME CHDO SF INFILL CONTRACT 2010 28 Neighborhood Land Corporation —Hanna Ranch revised 02-03-2010 has signed the Contract, certificates of insurance as proof that it has secured and paid for policies of commercial insurance as specified herein. Such insurance shall cover all insurable risks incident to or in connection with the execution, performance, attempted performance or nonperformance of this Contract. CHDO shall maintain, or require its general contractor to maintain, the following coverages and limits thereof. Commercial General Liabilit�CGL) Insurance $500,000 each occurrence $1,000,000 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" Pending availability of the above coverage and at the discretion of City, the policy shall be the primary responding insurance policy versus a personal auto insurance policy if or when in the course of CHDO'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. CHDO or its contractors shall maintain coverages. In the event the respective contractors do not maintain coverage, CHDO shall maintain the coverage on such contractor for each applicable contract. Directors and Officers Insurance Optional (Highly Recommended) Note: This insurance shall cover CHDO and any associated Board of Directors members. Additional Requirements Such insurance amounts shall be revised upward at City's option and that CHDO shall revise such amounts within thirty (30) days following n�t�cP +� ("H1�0 of such requirements. OFFICIAL RECCJkU; c*Tsy, �".���ET�RY i HOME CHDO SF INFILL CONTRACT 2010 29 Neighborhood Land Corporation —Hanna Ranch revised 02-03-2010 CDHDO will submit to City documentation that it, and its general contractor, has obtained insurance coverage and has executed bonds as required in this Contract prior to payment of any monies provided hereunder. Each insurance policy shall be endorsed to provide City with a minimum sixty (60) days notice of cancellation, non -renewal, and/or material change in policy terms or coverage. 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 the 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 the City to request certificates) of insurance shall not be construed as a waiver of such requirement or as a waiver of the insurance requirements themselves. Insurers of CHDO'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 the 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. In the event there are any local, federal or other regulatory insurance or bonding requirements for the Program, and such requirements exceed those specified herein, the former shall prevail. CHDO shall require its contractors to maintain applicable insurance coverages, limits, and other requirements as those specified herein; and, CHDO shall require its contractors to provide CHDO with certificate(s) of insurance documenting such coverage. Also, CHDO shall require its contractors to have City and CHDO endorsed as additional insureds (as their interest may appear) on their respective insurance policies. CHDO shall require its builder to maintain builders risk insurance at the value of the construction. 14. Certification Reaardino Lobbying The undersigned representative of CHDO hereby certifies, to knowledge and belief, that: CITY S�CR!�TARY TX HOME CHDO SF INFILL CONTRACT 2010 30 Neighborhood Land Corporation —Hanna Ranch revised 02-03-2010 No Federal appropriated funds have been paid or will be paid, by or on behalf of CHDO, to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress 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 agency, member of Congress in connection with this Federal contract, grant, loan or cooperative agreement, CHDO shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. This certification 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. CHDO shall require that the language of this certification be included in all subcontracts or agreements involving the expenditure of Federal funds. 15. Parties, Addresses, Agents, Certified Community Housing Development Organization; CHDO Agent for Service of Process 15.1 Parties, The Parties to this Contract are the City of Fort Worth, Texas ("City") and Neighborhood Land Corporation. 15.1.2 Addresses: City: City Manager's Office 1000 Throckmorton Street OFMICIAI+ RECORD CITY SECRETARY FT. WORTH, TX HOME CHDO SF INFILL CONTRACT 2010 31 Neighborhood Land Corporation —Hanna Ranch revised 02-03-2010 Fort Worth, TX 76102 Telephone: 817.3 92.6111 Fax: Email: CHDO Neighborhood Land Corporation 3345 S Jones Street Fort Worth, TX 76110 Telephone: 817.926.9219 Fax: 817.926.8575 Email: info@trinityhabitat.org 15.1.3 Agents: City: Fabiola Suarez 1000 Throckmorton Fort Worth, TX 76102, Phone: 817.392.6811 Email: Fabiola.Suarez@FortWorthgov.org CHDO: Samantha Miller 3345 S Jones Street Fort Worth, TX 76102 Phone: 817.392.9219 Email: Samantha.Miller @TrinityHabitat.org 15.2. Notice in Writing; Delivered when Received All notices required or permitted by this Contract must be in writing and are deemed delivered on the earlier date of the date actually received or the third day following (i) deposit in a Untied States Postal Service post office or receptacle; (ii) with proper postage, certified mail return receipt requested; and (iii) addressed to the other Party at the address set out in the preamble of this Contract or at such other address as the receiving Party designates by proper notice to the sending Party. 15.3. Religious Entity If applicable, CDHDO must meet conditions and limitations for use of HOME Funds involving a primarily religious entity as set forth in the HOME Regulations. Requirement to Notifv'of Change in Tax Status CHDO shall notify City in writing of any changes in its during the term of this Contract as well as any other certification as a CHDO under the HOME Regulations. continued compliance, including but i 501 (c) (3) tax exempt status change that alters CHDO's CHDO agrees to document its HOME CHDO SF INFILL CONTRACT 2010 32 Neighborhood Land Corporation —Hanna Ranch revised 02-03-2010 not limited to an annual board roster and certification of continued compliance. D.D. Company Has Legal Authority to Enter Into Contract CHDO 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. [SIGNATURES APPEAR ON NEXT PAGE] ctTY a ��. A'NOP'TH, TX HOME CHDO SF INFILL CONTRACT 2010 33 Neighborhood Land Corporation —Hanna Ranch revised 02-03-2010 IN WITNESS WHEREOF, the Parties hereto have executed four pies of this Con a t in Fort Worth, Tarrant County, Texas, this day of ,20 /D. �� 1 � CITY OF FORT WORTH P By: Secreta �L T.M. Higgins, A i ant City Manager alw`$ dIV2V V Eli AS TO FORM AND LEGALITY: 1 �00o `o o�`J` h, °�°o, 000a°: AWstant City Attorney NEIGHBORHOOD LAND CORPORATION STATE OF TEXAS § / COUNTY OF TARRANT § // DOS instrument was acknowledged before me on / , 2010 by 1 C`m 4-t44J'WD Assistant City Manager, of the City of Fort orth, on behalf the City of Fort Worth, a person who is personally known to me or who presented valid identification. "' o'�:_ MARIA S. SANCHEZ �°`•'�Y `•'W1*' MY COMMISSION EXPIRES ?,`rF'QF December 14, 2013 ;•E+= STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me Gage Yager, a person personally known to me or President of Neighborhood Land Corporation, a hereby certifies that he has authority to sign contrr. contract, on behalf of said corporation. j Notary LENITA IiANDLE My Commlalon Expirtt July 3, 2012 HOME CHDO SF INFILL CONTRACT 2010 34 Neighborhood Land Corporation —Hanna Ranch Public, State Texas on who ��brc-.tar.t S � �OI O by presented lid identification, Texas non-profit corporation, who c�d said company to such of Texas OFHW L kop U CITY SECRETARY FT, WORTH, TX revised 02-03-2010 EXHIBIT PROGRAM SUMMARY SCOPE OF WORK Neighborhood Land Corporation, Inc. Description: Neighborhood Land Corporation ("NLC") will construct one single-family home located at 8005 Charlestown Lane within the Hanna Ranch subdivision in the City of Fort Worth ("City"). The design will include at a minimum: three (3) bedrooms; two (2) baths; with attached two car garage; size within 1,140 to 1,155 square feet. The house will be Energy Star Certified and fully handicapped accessible. The house must pass inspection by City Housing Department inspectors to assure construction quality. NLC will provide the buyer of the home a minimum of $8,500.00 in down payment and/or closing cost assistance in conformance with City Housing Department policies and HOME regulations. The project is to remain affordable to households earning 80% or less of Area Median Income (AMI) as defined by the United States Department of Housing and Urban Development for a minimum of five (5) years. SPECIFIC PURPOSE: The specific purpose of this Project is to increase the availability of quality, accessible, and affordable housing for low income City of Fort Worth residents. PROJECT OBJECTIVES: (1) Construction of one single family affordable home within the Hanna Ranch subdivision utilizing HOME grant funds. (2) Reporting on a monthly basis, with all applicable documentation, of all eligible HOME match produced as a result of this Contract. Refer to Attachment VI — HOME Match Reporting Form OFFICIAL RECORD C�TIf SEORETARY T. WORTH, TX EXHIBIT "B" PROGRAM BUDGET Total Project Cost: $ 141,304 Total HOME Funds Requested: $ 118,064 HOME Project costs: $ 84 564 Operating Funds- $50K max per yr (CHDOs Only): $ 25,000 Down payment Assistance $ 8,500 * Please note that all fell ng —except Predevelopment— will made on a reimbursable basis only. Development Budget Use of Funds Source of Funds Predevelopment Cost HOME $ OTHER $ SOURCES OF TOTAL $ FUNDS OTHER FUNDS FUNDS (1) (2) (Names) (1+2) 1. Market Study 2. Feasibility (ie: preliminary work write. up, cost estimates, design) 3. Other Total Predevelo ment Cost 1+2=3 Development Cost 4. Land and/or building acquisition I3 $CX( SHOP IS Soo 5. Site Preparation 22,794 22,794 6. Construction Cost 46,510 6223 Soiiwoo&Lumber 52 73 7. Fence 8.Landscape 1,000 850 9. Contingency 1440 Private fhodin sbu cr„i 1440 10. Appraisal 260 260 11. Architect & Engineering Fees 300 Privato.Fundin saurcea/ 300. 12. Construction Management Fee 13. Construction Loan Interest 14. Property Survey 240 Private funding so 200 15. Legal Fees t001 Private fiat so" 100 16. Real Estate Fees 200 Private fundin sourced 200 17. Utility Hookup/Impact Fees 1500 1 S 1 18. Title & Recording Fees S0 50 19. Program Related Expenses 24,527 Privatb Amelln toll I 24527 20. Other: Closing Costs/Warranty 8,50t 140Q PrtvatO fundittg%out�es 2400 21. Construction Management 12,500 12500 Total Development Cost (Total of items 4-20 Total Project Cost 93;064 48240 141:,304 EXHIBIT "C" PROJECT TIMELINE AND REIMBURSEMENT SCHEDULE ctivity Contract between City of Fort Worth and Neighborhood Land Corporation is signed, Lot Preparation Plumbing Foundation PHASE I COMPLETE by Feb 18, 2010 $229000600 Framing / TPW Mechanicals / Siding / Paint PHASE II COMPLETE by March 6, 2010 $189000*00 Inspections / Insulation Sheetrock / Brick Interior Trim / Paint PHASE III COMPLETED by March 27, 2010 $20,000900 Mechanical Trim / Grading / Landscaping Final Trim / Fencing Final Inspections Punch List PHASE IV COMPLETED by Aril 30, 2010 $249564*00 TOTAL $84,564.00 * Note: Any inclement weather can significantly impact this the schedule listed above is subject to change. and both parties agree that T. WORTH, TX EXHIBIT "D" AUDIT REQUIREMENTS CITY OF FORT WORTH HOUSING AND ECONOMIC DEVELOPMENT DEPARTMENT AUDIT REQUIREMENTS Organizations expending $500,000 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 A433, 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: Gover•nmentAirditing 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 UCPA'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 UCPA'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 OFFICER% RECORD CITY SECRETARY T. WORTH, TX 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. The following items should be submitted to the City of Fort Worth Housing and Economic Development Department within the required timeframe. (required for all subrecipients), Completed Audit Certification Form Due within the earlier of 30 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, & 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 of Fort Worth staff (OMB A433 Subpart B Sec 200(d). If additional information is needed concerning the audit requirements, please call (817) 392-6141. 17FFlCIAL RECc�R� CITY SECRETARY F7: WORTH, TX CITY OF FORT WORTH HOUSING AND ECONOMIC DEVELOPMENT 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 A Schedule of Expenditures of Federal Awards including the Department's contract numbers, the total expended for the federal program, and the CFDA number (OMB A- 133 Subpart C Sec 310). Opinion/Report on Schedule of Expenditures of Federal and State Awards - - - ---- ---- -----._.-...�.� ��.•�•�. � �..� i"1ll[tulil[tl L<G UrUn tSasea on an Audit of Financial Statements Performed in Accordance With Government Auditing Standards. (OMB A-133 § 505 (b)) Report on Compliance with Requirements Applicable to Each Major Program and Internal Control over Compliance in Accordance with OMB Circular A.133. (OMB A. § 505 (c)) Schedule of Findings and Questioned Costs (OMB A-133 §. SOSd), including: Summary Schedule of Prior Audit Findin s reporting the status of all findings included in the prior audit's schedule of findings and questioned costs. (OMB AA33 Sec. 315 (a) and (b)) Corrective Action Plan including (OMB A433 Sec. 315 (c)) name of person responsible for the corrective action, corrective action planned, anticipated completion date, and explanation and reason if auditee does not agree with findings or believes correction is not required. 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. OFFlClAL RECQR® CITY SEC#�ETARY T. WORTH, TX CITY OF FORT WORTH HOUSING & ECONOMIC DEVELOPMENT Subrecipient; Audit Certification Form Fiscal Year Ending; / / Mo Day Yr ❑ During the fiscal year in which funds will be received, we will exceed the federal expenditure threshold of $500,000. We will have our Single Audit or Program Specific Audit completed and will submit the A.133 audit report within nine (9) months after the end of the audited fiscal year or thirty (30) days within its completion, whichever is the earlier date. ❑ During the fiscal year in which funds will be received, we will not exceed the $500,000 federal expenditure threshold required for a Single Audit or a Program Specific Audit to be performed this fiscal year. (Fill out schedule below) Federal Expenditure Disclosure Federal Funds Must be filled out if Single Auditor Program Audit is not required: 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 Failure to submit this or a similar statement or failure to submit a completed single audit package as described in the federally required audit requirements described in OMB Circulars A- 133 by the required due date may result in suspension of funding and may affect eligibility for future funding. Notwithstanding the above, this certification acknowledges the agency's commitment to meet all other financial reporting, financial statements, •and other audit requirements as may be set forth in the contract. Date V k RECQR® CITY ���:Ft�TARY T. WORTH, TX CITY OF FORT WORTH HOUSING AND ECONOMIC DEVELOPMENT DEPARTMENT SUBGRANTEE'S REQUEST FOR FUNDS Agency Program Name: Neighborhood no Corporation Contract Number: Trinity Trtty Area Habitat for HumanityContract-Amount: South Jones, Fort Worth, TX 76110 Date of Request: CASH BALANCE ANALYSIS FOR Attachmentl NLC-Habitat HOME CHDO: Hanna Ranch Report Period: 1. Beginning Cash B;tlance $ $ 2, Amount Received: Program Income $ $ City of Fort Worth $ $ Interest Earned $ $ 3. Total Funds Available (1 + 2) $ $ 4, Less Expenditure (detail statement cost) $ $ 5. ENDING CASH BALANCE (3-4) $ $ e$i3if�G'US 6. Estimated Expenditures $ 7, Funds Needed (6-5) $ 8. Less Estimated Program Income $ 9. Unpaid Request for Payment Previously Submitted $ 10. Amount of This Request (7-8 & 9) $ 1. MARS - Purchnsing Request A. MARS INPUT: Vendor/PO Number/Requisition Number B. Fund/Account/Center C. Total Amount of this Request 1. Verification A. Economic Development Specialist B. Contract Compliance: C. Accounting: 2. Authorization A. Agency: B. Program Manager B. Asst. Director Housing Director IF oVEn SA,.S00.110 F:tbiola Suarez (Namol Sherry Johnson (Nniecl Stephen Thomas (Name( Gage Yager, President (Name) Mark Folden (Nnnx( Cynthia Garcia �Nume) _Jesus "Jay" Chapa (Nnmry / 1 CTY�SAECRETARY E td'� ORTH9 TX CITY OF FORT 1VORTH IIOUSING AND ECONOMIC DEVELOPMENT DEPARTMENT MANAGEMENT AND BUDGET DIVISION DETAIL STATEMENT OF COSTS Neighborhood Land Corporation c/o Trinity Area Habitat for Hunrwity AGENCY PROGRAM CONTRACT NO, TO REPORT PERIOD DATE At4achment II CHDO Certification: I certify that the costs incurred are taken from the books of accounts and that such costs are valid and consistent with the terms of the agreement. SIGNATURE and DATE �± OFFICtAt~ ��CCR® CITY St<y�'F ��RY FT: WtvoRpt Tx I CITY Or FORT WORTH HOUSING AND ECONOMIC DEVELOPMENT DEPARTMENT MANAGEMENT AND BUDGET DIVISION EXPENDITURES WORKSHEET Neighborhood Land Corporation c/o Trinity Area Habitat for Humanity, 3345 So..lones, FW AGENCY PROGRAM C'tlNTRACT NO. Attachment III TO REPORT PERIOD DATE NO. I DATE CHECK # PAYEE DESCRIPTION ACCOUNT NO, AMOUNT 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 TOTAL _ Sub -Contractors Certification: I certify that the costs incurred are taken from the books of accounts and that such costs are valid and consistent with the terms Fit agreement. NAME and TITLE OF AUTHORIZED OFFICER SIGNATURE and DAT OFFI�lAL �E�()RI� FTWORTHr TX j Attachment IV City of fort Worth Housing and Economic Development Department Monthly Narrative Report For Reporting Period to I. ACCOMPLISHMENTS 2. PROBLEMS ENCOUNTERED AND SOLUTIONS PROPOSED 3. ANTICIPATED ACTIVITIES DURING NEXT MONTH CITY SECRETARY FT. v iORTH, TX N U y L O bz a • C° a �: rz O k _ tot �. Ci O V ;or zNONNICA O U rA a4 ^C d 8 z 404 b ool P004 U U C7 N Attachment IV(a) cu p a 3 b p � p ca cd ca 4O ca a a c� .x NNo O m U y u Coo i ►=4 u u o� 3ra�¢�z��aaca FiClAL RECORD teg{9 TX Attachment V CITY OF FORT WORTH IIousing and Economic Development Department SIIBGRANTEE'S PROGRAM INCOME REPORT Neighborhood Land Corporttimt Project Name: c/o Trinity Area Habitat for Humanity 3345 So. Jones, Fort Worth, 76110 Reporting Period: CASH BALANCE ANALYSIS FOR: Current Month Cumulative BEGINNING CASH BALANCE Plus: Program Income Funds Received From City Interest Earned Total Receipts Total Available Less": Property Acquisition Taxes Construction / Contractor Draw Requests Closing Costs Architectural/Engineering/Development Soft Costs Permitting Fees Utilities Project -Related Insurance Costs Appraisals Other" Total Disbursements ENDING CASH BALANCE Funds Utilized / Requested This Report Funds Returned to City prepared by: Date approved: Gage Yager, President, Neighhorhood Land Corp. Date Mark Folden, Housing Program Manager Date Sherry Johnson, Contract Compliance Date Stephen Thomas, Accountant Date Cynthia Garcia, Assistant Director Date Jesus "Jay" Chapa—Housing Director (if over $8,500) Date **All costs charged to HOME Program become fiords must be eligible under the HOME Regulations as defined in 24 CPR 91.105 and 92.2(16, and na�st be adminrsrered in accordance wild HOME requirements. OFFICIAL RECORD CITY S�CR�TARY T. WORTH, TX Attachment VI HOME Match Reporting Form for Subrecipient & CHDO Agencies City of Fort Worth Housing and Economic Development Department Agency Name Contract No. Month Ending Prepared By: Page of Date HOME Match Contribution, by Housing Unit Address: Description & Source* This Month Cumulative Total Cash Example: First Presbyterian Church donation; 1940 Spring St. 10, 000 30, 000 In -Kind : Materials, Appliances, etc; Example: Whirlpool A liances, 1950 , 1952, & 1965 SpringSpHng St. 71000 12000 In -Kind: Value of Professional Services Donated Example: ATZ Architects, discounted services, 10 site plans (see address on attached letter) $1000 In -Kind: Value of Volunteer Hours Example: March volunteer hours for 1950, 1952 & 1965 Spring St. $3000 (See attached volunteer log) Governmental: Fee Waivers/Tax Abatements/Land Purchase Example: Reduced price purchase of city -owned vacant lots, - 1234, 1236, 1238, 1240 Greenfield Way $8600 Example: NEZ Building Permit Fee Waivers, Travis Ave. $1500 Total, All Match Contributions * Copies of supporting documentation should be attached: Letters from donors; Copies of donor checks or invoices showing reduced prices; copies of volunteer lag with hours worked by address; copies of supplier invoices for donated materials; copies of documentation regarding fee waivers or tax abatements. Mayor and Council Communication COUNCIL ACTION:' Approved on 2/212010 ,..�...._. � ,� .� �..� .r�,�_�, ��� �. ���.. �.._..� _ .. �._ �.. � .� ,a.v,. �.,� r��.� �. ,E _ .� , _ ,�.# DATE: Tuesday, February 02, 2010 LOG NAME: 17NLC-HANNA RANCH REFERENCE NO.: C-24069 SUBJECT: Authorize a Change in Use and Expenditure of $122,153.86 of HOME Investment Partnerships Program Grant Funds to the Neighborhood Land Corporation for the Development of a Single Family House, Authorize Execution of Contract and Substantial Amendment to the City' s 2003-2004, 2004-2005, 2005- 2006, 2006-2007 Action Plans (COUNCIL DISTRICT 8) RECOMMENDATION: It is recommended that the City Council: 1. Authorize a Substantial Amendment to the City's 2003-2004, 2004-2005, 2005-2006 and 2006-2007 Action Plans; 2. Authorize a change in use and expenditure of up to $122,153.86 in prior years' HOME Investment Partnerships Program Grant funds to Neighborhood Land Corporation for the development of a single family house in the Hanna Ranch subdivision; 3. Authorize the City Manager or his designee to execute a contract and any necessary related documents with the Neighborhood Land Corporation for the project for a one year term beginning on the date of execution of the contract; and 4. Authorize the City Manager or his designee to amend or modify the contract if necessary to achieve project goals provided that the amendment is within the scope of the project and in compliance with City policies and applicable laws and regulations governing the use of federal grant funds. DISCUSSION: On October 6, 2009, the City issued a Request for Proposals (RFP) to award and expend $1,176,000.00 in HOME Investment Partnerships Program Grant (HOME) funds set aside for Community Housing Development Organizations (CHDO) by May 1, 2010. On November 5, 2009, the Neighborhood Land Corporation (NLC) submitted a response requesting HOME CHDO funding to construct a single family house in the Hanna Ranch subdivision. The NLC proposes to develop a 1,200 square foot single family house with a minimum of three bedrooms and a single car garage to be sold to a family that earns at or below 60 percent of area median income. NLC will offer down payment and/or closing cost assistance of at least $1,000.00 for the homebuyer with the remainder of the award covering a portion of the construction costs and related CHDO operating expenses. NLC, an affiliate of Trinity Habitat for Humanity, has secured corporate and individual donations to cover the remainder of the project costs. Staff reviewed all RFP submissions and recommends the award of $122,153.86 in HOME funds to NLC Logname: 17NLC-HANNA RANCH Page 1 of 2 for down payment and closing cost assistance, construction costs and CHDO operating expenses for the project. The HOME funds will be secured by a recorded Deed of Trust. In order to award the funds to NLC, staff recommends a change in use and expenditure of $122,153.86 of prior years' HOME funds for the project. HOME funds are eligible to be spent on this project under 24 CFR 92.206 (a). This expenditure of HOME funds is conditioned upon satisfactory completion of an enviornmental review per 24 CFR Part 58 and an authorization to use grant funds from the U.S. Department of Housing and Urban Development. A public comment period on the change in use of these HOME funds was held from December 20, 2009, to January 19, 2010. Any comments will be maintained by the Housing and Economic Development Department in accordance with federal regulations. This project is located in COUNCIL DISTRICT 8 . FISCAL INFORMATION /CERTIFICATION: The Financial Management Services Director certifies that funds are available in the current operating budget, as appropriated, of the Grants Fund. FUND CENTERS: TO Fund/Account/Centers GR76 539120 005206006280 GR76 539120 005206930280 GR76 539120 005206846280 GR76 539120 005206141280 CERTIFICATIONS: Submitted for City Manager's Office by: Originating Department Head: Additional Information Contact: FROM Fund/Account/Centers $41,502.00 GR76 539120 005206930190 2 376.86 GR76 539120 005206006200 $50,000.00 GR76 539120 005206006210 $28,275.00 GR76 539120 005206006220 GR76 539120 005206141220 GR76 539120 005206846240 Thomas Higgins (6192) Jay Chapa (5804) Cynthia Garcia (8187) Fabiola Suarez (6811) 2 376.86 $22,000.00 $11,000.00 8 502.00 $28,275.00 $50,000.00 Logname: 17NLC-HANNA RANCH Page 2 of 2