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HomeMy WebLinkAboutContract 40327CITY SECRETARY STATE OF TEXAS § CONTRACT NO, O COUNTY OF TARRANT § THIS contract ("Contract") is made and entered into by and between the City of Fort Worth ("City"), whose address is 1000 Throckmorton St., Fort Worth TX 76102, acting by and through T.M. Higgins, its duly authorized Assistant City Manager, and LINCOLN TERRACE, L.P.("Lincoln Terrace"), whose address is 1201 E. 13`h Street, Fort Worth, Texas 76102, acting by and through Barbara Holston, the Vice President of Wind Terrace, Inc. (Sometimes City and Lincoln Terrace are referred to individually as a "Party" and collectively as the "Parties"), 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-04-MC4&0204, 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 and very4ow income citizens by providing them with affordable housing; WHEREAS, Lincoln Terrace is a sole asset entity created for the purpose of acquiring, demolishing, reconstructing, ' owning and operating the Lincoln Terrace Apartments, an affordable multifamily rental housing project, for a minimum of thirty (40) years; WHEREAS, Lincoln Terrace is a Texas limited partnership consisting of Lincoln Terrace GP, LLC, a Texas limited liability company, as general partner and Fort Worth Affordability Inc., a Texas non-profit corporation, as limited partner. The sole member of the general partner is Wind Terrace Inc., a Texas nonprofit corporation created by the Housing Authority of the City of Fort Worth, Texas, the fee owner of the land on which the project shall be constructed; WHEREAS, Lincoln Terrace has received an award of Low Income Housing Tax Credits ("LIHTC") from the Texas Department of Housing and Community Affairs ("TDHCA") to reconstruct the Lincoln Terrace Apartments; WHEREAS, Lincoln Terrace has entered or intends to enter into an agreement with the TDHCA to obtain funding pursuant to the Tax Credit Exchange Program in order to make the development financially feasible; and HOME FUNDS Lincoln Terrace, L.P. 0 6 -1 7 -1 O A 1 0: 0 4 I N OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page 1 REV. 64440 WHEREAS, City citizens and the City Council have determined that the development of quality, affordable, accessible rental housing is needed for moderate, low, and very low-income citizens of Fort Worth. NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: A. Introductory Provisions 1. Parties. The Parties to this Contract are the City of Fort Worth, Texas ("City") and Lincoln Terrace, L.P. Addresses: City 1000 Throckmorton Street Fort Worth, TX 76102 Lincoln Terrace, L.P. c/o Wind Terrace, Inc. 1201 E. 13th Street Fort Worth, TX. 76102 A City City Manager, or his or her duly authorized representative, which will include T. M. Higgins, Assistant City Manager Lincoln Terrace, L.P. Barbara Holston, Vice President of Wind Terrace, Inc., Sole Member of Lincoln Terrace GP, LLC, General Partner of Lincoln Terrace and authorized signatory 2. Subrecipient. Lincoln Terrace will operate as a subrecipient under this Contract. 3. Independent Contractor. Lincoln Terrace will operate hereunder as an independent contractor and not as an officer, agent, servant or employee of City. Lincoln Terrace 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, Project participants, licensees or invitees. The doctrine of respondeat superior shall not apply as between City and Lincoln Terrace, its officers, members, agents, servants, employees, contractors, Project participants, licensees or invitees, and nothing herein shall be construed as creating a partnership or joint enterprise between City and Lincoln Terrace. It is expressly understood and agreed that no officer, member, agent, employee, contractor, licensee or invitee of either Lincoln Terrace or any Project 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 Lincoln Terrace, its officers, HOME FUNDS Page 2 Lincoln Terrace, L.P. REV. 6-14-10 members, agents, employees, contractors, Project participants, licensees or invitees. City shall in no way nor under any circumstances be responsible for any property belonging to Lincoln Terrace, its officers, members, agents, employees, contractors, Project participants, licensees, invitees, which may be lost, stolen, destroyed or in any way damaged and LINCOLN TERRACE HEREBY INDEMNIFIES AND HOLDS HARMLESS CITY AND ITS OFFICERS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS PERTAINING OR CONNECTED WITH SUCH PROPERTY. 4. Purpose. The City will provide Lincoln Terrace with HOME funds ("HOME Funds") in the form of a thirty-six (36) month interest bearing subordinate loan in an amount not to exceed FOUR HUNDRED EIGHTY THOUSAND AND NO/100 DOLLARS ($480,000) for eligible costs associated with the acquisition, demolition and reconstruction (the "Loan") of the 72-unit affordable housing apartment complex commonly known as the Lincoln Terrace Apartments (the "Project"). HOME Funds must be used for eligible activities and costs in connection with the Project set forth in the HOME Regulations, and as more specifically described below, directly related to carrying out the Project as well as the refinancing of such costs that were eligible initially. The Project, located at 4714 Horne Street, Fort Worth, Texas 76107 and consisting of eleven (11) buildings on approximately four acres of land (the "Property"), will provide rental housing for low and very low income persons. The Housing Authority of the City of Fort Worth ("FWHA") is the fee owner of the Property and shall lease it to Lincoln Terrace under a long term ground lease that will require Lincoln Terrace to acquire, demolish and reconstruct the improvements and lease the units. It is expressly understood and agreed that City's obligations under this Contract are contingent upon the actual receipt of adequate HOME funds and any applicable Notice of Removal of Grant Conditions from HUD for the Project. Should City not receive adequate HOME funds or the Notice, City shall notify Lincoln Terrace in writing and this Contract shall terminate and neither Party shall have any further rights or obligations hereunder. In the event any security instrument has been executed and recorded in the public records, City shall promptly take all necessary steps to file the appropriate release of any such security instrument. 5. Term. The Contract term will begin on the date of its execution. Certain Contract provisions have different termination dates. (a) The City's obligation to provide HOME Funds will terminate at the conclusion of thirty-six (36) months from the date of execution of this Contract. (b) The Loan term shall be thirty-six (36) months as set forth in the Loan Documents, as hereinafter defined (c) The Affordability Period, as hereinafter defined, will be twenty (20) years. B. Lincoln Terrace Responsibilities HOME FUNDS Page 3 Lincoln Terrace, L.P. REV. 6-14-10 1. Statement of Work and Performance Objectives. Lincoln Terrace will utilize HOME Funds on the Project to produce housing units for lease to qualified low-income tenants in accordance with the terms of this Contract and Exhibit "A" — Project Summary. 2. Budget. Lincoln Terrace agrees that the HOME Funds will be expended in accordance with Exhibit `B" — Budget (the "Budget") for the line items specifically described therein. No change in the Budget shall be made without City's prior written approval. Lincoln Terrace shall demonstrate to City's satisfaction that the HOME Funds are leveraged by other funding sources, including Tax Credit Exchange proceeds. 3. Time Line for Goals and Expenditures. Lincoln Terrace shall work in accordance with the schedule set forth in the attached Exhibit "C" — Project Implementation Timeline, and ensure that Project goals and expenditures correspond with the completion of the Project. 4. HOME -Assisted Housin Units. Four (4) of the rental units developed by Lincoln Terrace under this Contract will be considered HOME -assisted units which will be leased to qualified low income tenants. The per -unit subsidy provided for in this Contract is described in more detail in the attached Exhibit "A" - Project Summary. These four (4) units may "float" throughout the total number of units in the entire apartment complex, and shall be affordable to tenants whose incomes are verified as being at or below sixty (60%) of area median income ("AMI") as defined by HUD. One (1) of these units will be a LOW HOME unit and three (3) of these units will be HIGH HOME units. Of the one (1) LOW HOME unit(s), one (1) will be a two -bedroom. Of the three (3) HIGH HOME unit(s), one (1) will be one -bedroom, one (1) will be two -bedroom, and one (1) will be three -bedroom. The requirements of this .paragraph are subject to the "next available unit rule" under Internal Revenue Code Section 42(g) (2) (D). If these four (4) housing units do not qualify as affordable rental housing immediately upon lease -up or at any time during the Affordability Period, the loan proceeds under this Contract will be immediately due and payable to City. In addition, eight (8) units of the total units available in the Project will be accessible for persons with disabilities as more specifically described in Exhibit "A" - Project Summary. 5. Affordability Period. Twenty Years. The four (4) HOME -assisted rental units developed by Lincoln Terrace must qualify as affordable rental housing for a period of twenty (20) years from the date these units are set up in HUD's Integrated Disbursement and Information System ("IDIS") maintained by City and HUD as required by HOME Regulations (the 'Affordability Period"). The Affordability Period shall commence on the later of: (i) the date the Project is completed and Lincoln Terrace has reported all income eligible tenant lease -up of all HOME -assisted units by reporting to City the applicable tenant beneficiary data; or (ii) the data for the HOME -assisted units is set up and completed in IDIS as HOME FUNDS Page 4 Lincoln Terrace, L.P. REV. 6-14-10 required by the HOME Regulations. t The four (4) rental housing units assisted under this Contract will remain affordable as required by 24 CFR Part 92.252 of the Regulations. Affordability Periods for HOME Projects. Housing purchased, renovated or constructed with HOME Funds must remain affordable and subject to repayment for the following minimum time periods. Five (5) years when the per unit amount of HOME Funds provided is less than $15,000.00; Ten (10) years when the per unit amount of HOME Funds provided is $15,000.00 to $40,000.00; Fifteen (15) years when the per unit amount of HOME Funds provided is $40,000.00 or HOME -assisted rehabilitation of the units involved refinancing; and Twenty (20) years when the multi -family units are newly constructed. Failure to Maintain Affordability Requirements. Lincoln Terrace must repay City all HOME Funds if any of the HOME -assisted rental housing units do not maintain all the HOME affordability requirements during the Affordability Period subject to the "next unit rule". If Lincoln Terrace has repaid the HOME Funds to City before the end of the Affordability Period, then Lincoln Terrace shall pay City FORTY EIGHT THOUSAND AND NO/100 DOLLARS ($48,000) as liquidated damages for its failure to maintain the HOME affordability requirements during the Affordability Period. Affordability Requirement Survives Transfer. Further, the rental housing units must remain affordable without regard to the term of any mortgage or transfer of ownership, pursuant to deed restrictions, the terms of the Loan Documents as hereinafter described, or other mechanism approved by HUD. Provisions to Secure Affordability. a. The City's interest in preserving the affordability of the HOME -assisted units will be secured by a combination of the subordinate Promissory Note and Leasehold Deed of Trust Security Agreement — Financing Statement described herein, and the Declaration of Land Use Restrictive Covenants with Use of Tax Credit Exchange Funds ("LURA") established and enforced by TDHCA for the Low Income Housing Tax Credits. The TDHCA's LURA shall restrict the Project and Property to certain occupancy and rent requirements for a period of forty (40) years. For the first twenty (20) years of the LURA, or the end of the Affordability Period, whichever is later, the Property will be subject to all federal laws and regulations regarding the HOME Program and affordability requirements. If Lincoln Terrace retains ownership of the Project for the full Affordability Period, no further HOME restrictions by the City will apply. b. Any sale or transfer of the Project by Lincoln Terrace during the Affordability Period, excluding a transfer due to condemnation, will require the repayment of any unpaid principal and interest or the new owner or transferee to affirmatively assume in writing the obligations established hereunder for the designated HOME -assisted units. terms "set up" and "completed" as used here in context of entering the information into IDIS, shall have the meaning set out in HUD's IDIS Manual, which maybe found at www.hud.gov/assist/acrobat.cfm HOME FUNDS Page 5 Lincoln Terrace, L.P. REV. 6-14-10 c. Refinancing by Lincoln Terrace shall require the review and prior written approval of City for the purpose of ensuring compliance with the HOME affordability requirements, which approval shall not be unreasonably withheld. 6. Loan Conditions, Lincoln Terrace will be required to execute a subordinate Promissory Note and Leasehold Deed of Trust Security Agreement — Financing Statement ("Loan Documents") secured by Lincoln Terrace's leasehold interest in the Property in the amount of the Loan in conjunction with this Contract. Lincoln Terrace shall provide City with a Mortgagee's Policy of title insurance in the amount of the Loan. The Loan shall be closed at no expense to the City. The City's lien priority shall be shall be subordinate to the senior indebtedness described in a subordination agreement between City and the senior mortgagee(s) including but not limited to Lincoln Terrace's construction lender and any credit enhancement lenders but shall be superior to other subordinate gap financing including that provided by TDHCA. The term of the Loan shall be thirty six (36) months from the date of the Note. Interest only shall be payable monthly beginning thirty (30) days from the date of Loan funding and shall continue throughout the term of the Loan until the expiration of thirty-six months at which time the unpaid principal balance and accrued, unpaid interest will be payable in full. Interest shall accrue on any advance of Loan proceeds at the rate per year equal to the short term Applicable Federal Rate in accordance with Section 1274 (d) of the Internal Revenue Code in effect at the time of such advance of Loan proceeds, adjusted quarterly, based on said rate published in the Wall Street Journal on the last business day of the week immediately preceding each quarter.. The Loan may be repaid with no prepayment penalty prior to the end of the Loan term. Repayment of the Loan shall not relieve Lincoln Terrace of its responsibilities to maintain affordability of the HOME -assisted units for the Affordability Period as set forth in the Regulations. Further, all provisions of this Contract regarding the requirements of Affordability Period, Income Eligibility, Tenant Rent and Selection, Tenant Lease, and Housing Quality Standards for the designated HOME -assisted units shall survive the termination of this Contract and must be assigned to any new owner upon sale or transfer of the Project or Property. The performance by Lincoln Terrace of the provisions of this Contract pertaining to the Affordability Period, Income Eligibility, Tenant Rent and Selection, Tenant Lease, and Housing Quality Standards shall continue to be secured by the Loan Documents even after the Loan is repaid. 7. Income Eli ibg ility. The HOME Program uses the income definitions used by HUD's Housing Choice Voucher Program. Annual income includes earned income, income from assets, and income from other sources as defined by 24 CFR Part 5.609. Annual income is used to establish tenant eligibility. Lincoln Terrace shall use the most current HUD Income Guidelines and Technical Guidance for Determining Income and Allowances to determine Project and tenant eligibility. 8. Tenant Lease, Lincoln Terrace shall use a tenant lease that complies with the provision in the HOME Regulations, 24 CFR Part 92.253, regarding the following issues: HOME FUNDS Page 6 Lincoln Terrace, L.P. REV. 64440 a. Length of lease term shall not exceed two (2) years. b. Lease may not include agreement by tenant to allow landlord to take, hold or sell tenant's property without notice. c. Lease may not include agreement by the tenant to excuse owner from responsibility for intentional or negligent acts. d. Lease may not authorize owner to institutes a lawsuit without notice to the tenant. e. Lease may not include agreement by tenant to waive a jury trial or right of appeal. f. Lease may not include an agreement by tenant to pay legal costs of court proceeding even if the tenant prevails in those proceedings. 9. Tenant Rent and Selection. As applicable to the number of HOME -assisted units designated for the Project and outlined in Exhibit "A" - Project Summary, rents charged to tenants are subject to the HOME regulatory requirements at 24 CFR 92.252 (a) and (b). Rents charged to tenants in HOME -assisted units are subject to review and approval by City. Under no circumstances may the maximum rental amounts charged to tenants of HOME -assisted units exceed the "High HOME Rent" which is defined as the lesser of (a) the HUD established Fair Market Rent for existing comparable housing units in the area; or (b) thirty percent (30%) of the adjusted income of a family whose annual income equals sixty-five percent (65%) of AMI with applicable adjustment for the bedroom size of the relevant housing unit. Rents may not exceed the above amounts minus monthly allowances for utilities and services (excluding telephone) established by City. For projects with five (5) or more HOME -assisted units, twenty percent (20%) of the HOME -assisted units must be occupied by families with incomes no higher than fifty percent (50%) of AMI who are paying the "Low HOME Rent" which is defined as no more than thirty percent (30%) of the annual income of a family at fifty percent (50%) of AMI adjusted for family size. City agrees to provide Lincoln Terrace with copies of HUD approved schedules of these HOME rent levels and utility allowances as requested by Lincoln Terrace. Lincoln Terrace must adopt written tenant selection policies and criteria that: a. Are consistent with the purpose of providing housing for very low income and low income persons. b. Are reasonably related to Project eligibility and the applicants' ability to perform the obligations of the lease. c. Provide for (i) the selection of tenants from a written waiting list in the chronological order of their application, insofar as is practicable; (ii) the prompt written notification to any rejected applicant of the grounds for such rejected; and (iii) bilingual leasing and management assistance. d. Ensure that holders of rental assistance subsidies (such as HUD's Housing Choice Voucher or similar subsidy) are not excluded from renting a unit in the Project. Other Requirements. The Parties acknowledge that the HOME Funds paid hereunder are intended to provide funding only for Lincoln Terrace's project -related costs as specified in the attached Exhibit "B" - Budget. Lincoln Terrace may not request disbursement of HOME Funds HOME FUNDS Page 7 Lincoln Terrace, L.P. REV. 6-14-10 until said funds are needed for payment of eligible costs and the amount of a disbursement request must be limited to the amount of HOME Funds needed. Lincoln Terrace shall maintain all appropriate documentation to demonstrate that the HOME Funds shall not be used for costs that are ineligible under the HOME Program and that all such costs are paid for by other funding sources. Lincoln Terrace agrees to maintain full documentation supporting fulfillment of Project objectives in its files. All such documentation shall be furnished to City upon request if necessary for City to fulfill its obligations under its Federal grant. 11. Construction and Other Local Building Codes / Housing_Quality Standards. Housing units constructed with HOME Funds furnished under this Contract shall meet City's Housing Quality Standards and all applicable standards under City Codes and ordinances. Lincoln Terrace shall ensure that the Project is maintained to these standards for the duration of the Affordability Period. City will verify maintenance of the Project to these standards through on -site inspections according to the following schedule: as applicable: for projects with one (1) to four (4) HOME -assisted units, every three (3) years; for projects with five (5) to twenty-five (25) HOME -assisted units, every two (2) years; for projects with twenty-six (26) or more HOME -assisted units, every year. In addition, Lincoln Terrace shall meet all required property standards in accordance with 24 CFR 92.251 and all mandatory standards and policies relating to energy efficiency contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act, (Pub. L. 94A, 89 Stat. 871). All Project plans, specifications and work shall conform to all applicable Federal, state and local laws, ordinances, rules and regulations. Approval of any plans and specifications relating to the.Project by City shall not constitute or be -deemed (a) to be a release of responsibility or liability of Lincoln Terrace, its officers, agents, employees or any of its contractors, or any of their officers, agents, employees or contractors 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 (b) 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 or specifications or other documents by Lincoln Terrace or any of its contractors, or any of their officers, agents, employees or contractors. 12. Reversion of Assets Lincoln Terrace agrees to return to City any HOME Funds or property acquired with HOME Funds, remaining on hand at the end of the Contract term that have not been used or acquired, as the case may be in accordance with the provisions of this Contract or the HOME Regulations. This provision specifically does not apply to CHDO Proceeds, if any, which shall be used as described herein. If repayments, interest or other returns on investment attributable to HOME Funds are received after the end of the term of this Contract they shall be returned to City to be deposited in accordance with HOME HOME FUNDS Page 8 Lincoln Terrace, L.P. REV. 6-14-10 Regulations. Lincoln Terrace agrees that it will reimburse City for any expenditure of HOME Funds disallowed by HUD through its audit exception or other monetary compliance enforcement action. Any HOME Funds invested in housing that fails to meet affordability requirements for the Affordability Period must be repaid to City in accordance with HOME Regulations. 13. Affirmative Marketing Lincoln Terrace must adopt and implement affirmative marketing procedures and requirements for all HOME funded housing in accordance with 24 CFR 92.351. The procedures and requirements must include methods for informing the public, owners, and potential tenants about Fair Housing laws and policies so as to ensure that all individuals, without regard for race, color, sex, gender, religion, national origin, familial status, disability or perceived disability, are given an equal opportunity to participate in the Project. The procedures and requirements must also include the designation of an individual that will be responsible for marketing the Project and establishing a clear application screening plan and the maintenance of documentation and records to evidence affirmative marketing procedures have been implemented. Lincoln Terrace will be solely responsible for the effective marketing responsibilities necessary to achieve Project goals. 14. Recordkeeping a. Lincoln Terrace will keep or cause to be kept an accurate record of all actions taken and all funds expended in performance of this Contract. Such records and any source documents shall be kept for the Affordability Period. b. Lincoln Terrace will obtain and keep on file the following information on each tenant served by the HOME -assisted units of the Project throughout the Affordability Period: 1. Annual income and size of the household. 2. Race and ethnicity of each tenant household, using reporting categories required by HUD. 3. Whether the head of household is male or female, whether the head of household is single, whether any member of the household is disabled, and the number of any children in the household (if any). 4. Unit number and bedroom size of each HOME -assisted unit. 5. Type of any rental assistance being provided to each tenant, (i.e. Housing Choice Voucher, Supportive Housing Program, other federally funded rental assistance, etc.). 6. Any additional Project performance data and statistical information as may be required by the City Housing and Economic Development Department, HOME Regulations or other HUD regulations and any amendments thereto. c. Lincoln Terrace will keep on file the following information and documentation. 1. Proof that the Project meets applicable property and building construction standards. 2. Documentation verifying compliance with affirmative marketing requirements and existence of acceptable procedures. HOME FUNDS Page 9 Lincoln Terrace, L.P. REV. 6-14-10 3. Documentation verifying compliance with Lincoln Terrace's temporary relocation plan and HUD relocation requirements, as applicable. 4. Documentation and other information verifying compliance with HOME conflict of interest regulations at 24 CFR 92.356(f), which provide that no officers, agents, consultants or employees of the developer of HOME - Assisted units may occupy such units. d. City will monitor and inspect the Project throughout the Affordability Period to ensure continues compliance with rent restrictions, low-income occupancy requirements, and property standards. Lincoln Terrace shall maintain tenant income recertification documentation in the tenant files available for inspection by City. 15. Reports. Lincoln Terrace shall furnish the reports as shown on Exhibit "E" — Reporting Requirements During the Affordability Period, Lincoln Terrace shall submit unit rents including utility allowances, income verification and beneficiary data within thirty (30) days after obtaining full occupancy, and annually thereafter due by the 15th day of the third month after the end of the calendar year. During the term of this Contract, Lincoln Terrace will submit to City monthly activity reports and financial reports due by the 15th of each month during construction, regarding the services provided by Lincoln Terrace as a result of this Contract and the expenses charged to the HOME Funds provided through this Contract, with the first report due on the 15th of the month immediately following execution of this Contract. These reports shall be submitted in the format specified by City. The reports will provide details on. a. Progress toward achievement of objectives identified in Exhibit "A" — Project Summary. b. The dollar amount of funds leveraged by this Contract, including any items that qualify as HOME match. Lincoln Terrace will submit to City annually during the Affordability Period a copy of its financial audit and the report Lincoln Terrace provides to TDHCA for monitoring purposes. 16. Cost Principles/Audit Requirements. Lincoln Terrace shall administer the Project in compliance with all applicable federal regulations as amended from time to time and in compliance with the following: a. All non-federal entities that expend $500,000.00 or more in Federal funds within one year, regardless of the source of the Federal award, must submit to City an annual audit after construction of the Project is completed prepared in accordance either with specific reference to OMB Circular A433, "Audits of States, Local Governments, and Non -Profit Organizations" or, if not applicable, the audit must be performed by a Certified Public Accountant licensed by the State of Texas at the time of the audit and shall meet all of the general standard set forth in HOME FUNDS Page 10 Lincoln Terrace, L.P. REV. 6-14-10 Government Auditing Standards by the Texas Department of Housing and Community Affairs for Properties Receiving Low Income Housing Tax Credits. The audit may cover either Lincoln Terrace's fiscal year during which this Contract is in force or cover the term of 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 being audited and be submitted to City within thirty (30) days of its completion. Lincoln Terrace's 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 the period being audited (Lincoln Terrace'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 Lincoln Terrace's total agency operating budget as applicable. Non-profit entities that expend less than $500,000.00 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. b. City reserves the right to perform an audit of Lincoln Terrace's Project operations and finances at any time during the term of this Contract after reasonable notice if City determines that such audit is necessary for City's compliance with federal rules and regulations governing the Project and the use of the HOME Funds and Lincoln Terrace agrees to allow access to all pertinent materials including but not limited to those records and reports described above. If such audit reveals a questioned practice or expenditure, such questions must be resolved within fifteen (15) days after notice to Lincoln Terrace of such questioned practice or expenditure. If questions are not resolved within this period, City reserves the right to withhold further funding under this Contract and/or future contract(s) with Lincoln Terrace. c. If as a result of any audit it is determined that Lincoln Terrace has misused, misapplied or misappropriated all or any part of the HOME Funds, Lincoln Terrace 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. 17. Monitor Effectiveness of Services and Work City will review the activities and performance of Lincoln Terrace for this Project not less than annually during the term of the Contract as required in Section 92.504 of the HOME Regulations and not less than every three (3) years during the Affordability Period following completion of construction of the HOME -assisted units as required by Section 92.504(d) (1) of the HOME Regulations. Monitoring during the Affordability Period shall include on -site inspection of all HOME -assisted units no less than every three (3) years during the Affordability Period, and review of tenant income documentation described in this Contract. HOME FUNDS Page 11 Lincoln Terrace, L.P. REV. 6-14-10 Lincoln Terrace agrees to fully cooperate with City in monitoring the effectiveness of the services and work to be performed by Lincoln Terrace in compliance with the terms of this Contract. City shall have access at all reasonable hours for the purpose of such monitoring to offices and records of Lincoln Terrace, its officers, directors, agents, employees, and contractors and subcontractors dealing with the use of the HOME Funds. Lincoln Terrace agrees to likewise monitor the effectiveness of the services and work to be performed by its contractors and subcontractors. 18. Assi liig�nent. Except as may be assigned to the Lincoln Terrace, L.P., or any of its affiliates, Lincoln Terrace shall not assign all or any part of its rights, privileges, or duties under this Contract without City's prior written consent, which shall not be unreasonably withheld. Any attempted assignment of this Contract without approval shall be void, and shall constitute a breach of this Contract. It is agreed that City has the right to inspect and approve in writing any proposed contracts between Lincoln Terrace and any contractor (and where applicable, between Lincoln Terrace's contractors and their subcontractors) engaged in any activity in conjunction with this HOME -funded project prior to any charges being incurred. 19. Certification Re ag rding Lobbying. The undersigned representative of Lincoln Terrace hereby certifies, to the best of his or her knowledge and belief, that: No Federal appropriated funds have been paid or will be paid, by or on behalf of Lincoln Terrace, 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, Lincoln Terrace 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 USC 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. HOME FUNDS Page 12 Lincoln Terrace, L.P. REV. 6-14-10 Lincoln Terrace shall require that the language of this certification be included in all contracts or agreements involving the expenditure of Federal funds. 20. Indemnification. LINCOLN TERRACE 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 LINCOLN TERRACE 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. LINCOLN TERRACE LIKEWISE COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY AND HOLD HARMLESS CITY FROM AND AGAINST ANY AND ALL INJURY, DAMAGE OR DESTRUCTION OF PROPERTY OF CITY, ARISING OUT OF OR IN CONNECTION WITH ALL ACTS OR OMISSIONS OF LINCOLN TERRACE, ITS OFFICERS, MEMBERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, INVITEES, LICENSEES, OR PROJECT PARTICIPANTS, OR CAUSED, IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY. IT IS THE EXPRESS INTENTION OF THE PARTIES, BOTH LINCOLN TERRACE 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. HOME FUNDS Page 13 Lincoln Terrace, L.P. REV. 6-14-10 LINCOLN TERRACE 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. LINCOLN TERRACE 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, 21. Waiver of Immunity. If Lincoln Terrace, 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, it 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. 22. Insurance. Lincoln Terrace shall furnish to City, in a timely manner, 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. Lincoln Terrace shall maintain the following coverages and limits thereof: Commercial General Liability (CGL) Insurance $500,000 each occurrence $1,000,000 aggregate limit If applicable: 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 the Lincoln Terrace, the policy shall be the primary responding insurance policy versus a personal auto insurance policy if or when in the course of Lincoln Terrace's business as contracted herein. If applicable: HOME FUNDS Page 14 Lincoln Terrace, L.P. REV. 6-14-10 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. Lincoln Terrace or its contractors shall maintain coverages. In the event the respective contractors do not maintain coverage, Lincoln Terrace shall maintain the coverage on such contractor for each applicable contract. Directors and Officers Insurance Optional (Highly Recommended) Note: This insurance shall cover Lincoln Terrace and any member of its Board of Directors. Additional Requirements: Such insurance amounts shall be revised upward at City's reasonable option, and Lincoln Terrace shall revise such amounts within thirty (30) days following notice to Lincoln Terrace of such requirements. Lincoln Terrace will submit to City documentation showing that it 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 thirty (30) 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. If applicable, 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 certificate(s) of insurance shall not be construed as a waiver of such requirement or as a waiver of the insurance requirements themselves. Insurers of Lincoln Terrace'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 HOME FUNDS Page 15 Lincoln Terrace, L.P. REV. 6-14-10 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 Project and such requirements exceed those specified herein, the former shall prevail. As applicable, Lincoln Terrace shall require its contractors to maintain applicable insurance coverages, limits, and other requirements as those specified herein; and, Lincoln Terrace shall require its contractors to provide Lincoln Terrace with certificates) of insurance documenting such coverage. Also, Lincoln Terrace shall require its contractors to have City and Lincoln Terrace endorsed as additional insureds (as their interest may appear) on their respective insurance policies. Lincoln Terrace shall require its contractors to maintain builders risk insurance at the limit of applicable project(s) costs when the value of materials involved exceeds $10,000 or at a different limit value as specified by City. C. Duties and Responsibilities of City 1. Disbursement of Funds. City will furnish HOME Funds for use as stated herein. City will monitor the use of such funds to ensure appropriate use. Funds shall be disbursed after execution of this Contract and in compliance with its provisions. Lincoln Terrace will be entitled to make requests for reimbursement draws for the first twenty-four (24) months of the Contract term. Payment to Lincoln Terrace shall require completion of appropriate City forms and copies of adequate supporting documentation verifying the eligibility of expenses. Reimbursement of eligible expenses shall be made against the line item budgets specified in Exhibit "B" — Budget. Requests for payment shall be made by completing and submitting to City the forms attached to this Contract as Attachment I — Request for Funds, Attachment II — Expenditures Worksheet, and Attachment III — Detail Statement of Costs. Lincoln Terrace may not increase or decrease any HOME=funded line -item amounts of the Budget without City's prior written approval. No additional funds will be disbursed if the City has not received the necessary financial reports that account for previously disbursed funds. Costs eligible for reimbursement may include certain costs directly related to and in support of the Project, as verified by City, which were incurred prior to execution of this Contract. To further the purposes of the Project and only as requested in writing by Woodmont, City may disburse funds to directly pay Lincoln Terrace vendors in accordance with the City Housing and Economic Development Department's Disbursement Policy for CHDOs, Model Blocks and Subrecipients. 2. Amount of Funds. It is agreed that the total distribution of HOME Funds made available HOME FUNDS Page 16 Lincoln Terrace, L.P. REV. 64440 to or paid on behalf of Lincoln Terrace during the term of this Contract shall not exceed the total sum of FOUR HUNDRED EIGHTY THOUSAND AND NO/100 Dollars ($4803000.00). D. General Provisions 1. Legal Authority. This Contract is governed by the statute and regulations governing 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. sections 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") which are for the benefit low and very low income citizens by providing them with affordable housing; and City and Lincoln Terrace agree to follow these and all other applicable laws. Lincoln Terrace 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 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 et seq.) Executive Orders 11063, 11246 as amended by 11375 and 12086 and as supplemented by Department of Labor regulations 41 CFR, Part 60 The Age Discrimination in Employment 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 HOME FUNDS Page 17 Lincoln Terrace, L.P. REV. 6-14-10 The American with Disabilities Act of 1990 (42 U.S.C. Sections 12101 et seq.), the Architectural Barriers Act of 1968 as amended (42 U.S.C. sections 4151 et seq.) and the Uniform Federal Accessibility Standards, 24 CFR Part 40, Appendix A Regulations at 24 CFR Part 87 related to lobbying, including the requirement that certifications and disclosures be obtained from all covered persons Drug Free Workplace Act of 1988 (41 U.S.C. Sections 701 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 • Certain Requirements Pertaining to Section 3 of the Housing and Urban Development Act of 1968 as amended (12 U.S.C. Sections 1701 et seq. and its related regulations at 24 CFR Part 135 If the 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 be inserted in all covered contracts ("Section 3 Clause"): "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 1701u (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 contractual or other impediment that would prevent them from complying with the Part 135 regulations. Co The contractor agrees to send to each labor organization or representative of workers with which it has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers' representatives of the contractor's commitments 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. HOME FUNDS Page 18 Lincoln Terrace, L.P. REV. 6-14-10 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 where it has notice or knowledge that the subcontractor has been found in violation of regulations in 24 CFR 135. F. Noncompliance with HUD's regulation in 24 CFR Part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts. G. With respect to work performed in connection with Section 3 covered Indian housing assistance, section 7(b) of the Indian Self -Determination and Education Assistance Act (25 U.S.C. section 450e) also applies to the work to be performed under this Contract. Section 7(b) requires that to the greatest extent feasible (i) preference and opportunities for training and employment shall be given to Indians, and (ii) preference in the award of contracts and subcontracts shall be given to Indian organizations and Indian -owned Economic Enterprises. Parties to this contract that are subject to the provisions of Section 3 and Section 79b) agree to comply with Section 3 to the maximum extent feasible, but not in derogation of compliance with Section 7(b)." City and Lincoln Terrace 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 Lincoln Terrace, and their respective successors, assigns and the contractors. Failure to fulfill these requirements shall subject Lincoln Terrace 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. • Prohibition Against Discrimination General Statement Lincoln Terrace, in the execution, performance or attempted performance of this Contract, will not discriminate against any person because of race, color, sex, gender, religion, national origin, familial status, disability or perceived disability, HOME FUNDS Page 19 Lincoln Terrace, L.P. REV. 6-14-10 or will Lincoln Terrace permit its officers, members, agents, employees, or Project participants to engage in such discrimination. No Discrimination m Employment during the Performance of this Contract During the performance of this Contract Lincoln Terrace agrees, and will require alI its contractors to agree, as follows: Lincoln Terrace 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. Lincoln Terrace 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 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. 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. Lincoln Terrace agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. Lincoln Terrace will, in all solicitations or advertisements for employees placed by or on behalf of Lincoln Terrace, state that all qualified applicants will receive consideration for employment without regard to race, color, sex, gender, religion, national origin, familial status, disability or perceived disability. Lincoln Terrace 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. Lincoln Terrace 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. In accordance with the provisions of the Americans With Disabilities Act of 1990 ("ADA"), Lincoln Terrace 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 HOME FUNDS Page 20 Lincoln Terrace, L.P. REV. 6-14-10 for applicants for employment with, or employees of Lincoln Terrace or any of its contractors. LINCOLN TERRACE 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 LINCOLN TERRACE'S AND/OR ITS CONTRACTORS' ALLEGED FAILURE TO COMPLY WITH THE ABOV&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 Lincoln Terrace hereby covenants and agrees that Lincoln Terrace, 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. No Discrimination in Housing Lincoln Terrace will follow all the laws set out in this Contract in the provision of housing and will not discriminate based upon race, color, religion, sex, gender, national origin, familial status, disability or perceived disability. Lincoln Terrace will follow all provisions previously set out in regard to affirmative marketing and other anti -discrimination provisions. • Prohibition Against Interest / Conflict of Interest Persons Covered This section (Prohibition Against Interest /Conflict of Interest) applies to any person who is an employee, agent, consultant, officer, contractor, subcontractor, elected official or appointed official of the Parties to this Contract. Conflicts Prohibited 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 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. Exceptions HOME FUNDS Page 21 Lincoln Terrace, L.P. REV. 6-14-10 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. 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 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. Lincoln Terrace shall incorporate, or cause to be incorporated, like language prohibiting such interest in alI contracts and subcontracts entered into in connection with the Project. No officer, employee, member or Project participant of Lincoln Terrace or its contractors shall have 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 Lincoln Terrace of any land, materials, supplies or services purchased with any funds transferred hereunder, except Lincoln Terrace as an officer, or employee. Any willful violation of this paragraph with the knowledge, expressed or implied, of Lincoln Terrace or its contractors shall render this Contract voidable by the City. No officer, employee, agent, consultant, elected official or appointed official of the participating jurisdiction, Lincoln Terrace 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 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 their tenure or for one (1) year thereafter. In the procurement of property and services by Lincoln Terrace, 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. • Labor Standards i. As applicable, Lincoln Terrace 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. Lincoln Terrace agrees to comply with the Copeland Anti -Kick Back Act (18 U.S.C. 874 et seq.) and its implementing HOME FUNDS Page 22 Lincoln Terrace, L.P. REV. 6-14-10 regulations of the U.S. Department of Labor at 29 CFR Part 5. Lincoln Terrace 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. ii. Lincoln Terrace 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 Lincoln Terrace of its obligation, if any, to require payment of the higher wage. Lincoln Terrace shall cause or require to be inserted in full, in all such contracts subject to such regulations, provisions meeting the requirements of this paragraph. • Minority and Women Business Enterprise Commitment Lincoln Terrace 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, Lincoln Terrace 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. M/WBE Construction Spending Goal. The City hereby establishes as a goal that twenty-five percent (25%) of all Construction Costs for the HOME Funds shall be expended with Fort Worth Certified M/WBE Companies (the "M/WBE Construction Goal"), and Lincoln Terrace hereby agrees to use best efforts to meet the M/WBE Construction Goal and to comply with this section in attempting to meet the M/WBE Construction Goal. Lincoln Terrace shall coordinate all procurement and construction activities associated with the HOME Funds through the City's M/WBE Office and shall follow the procedures and comply with the requirements of the City's M/WBE Ordinance (Ordinance No. 15530). If Lincoln Terrace fails to meet the M/WBE Construction Goal, such failure shall not constitute an event of default under this Contract or cause a reduction to the amount that the City may be obligated to pay Lincoln Terrace hereunder, but Lincoln Terrace shall supply City with all documentation required by the City's M/WBE Ordinance and all documentation necessary to evidence Lincoln Terrace's attempts to meet the M/WBE Construction Goal. In undertaking the Project, Lincoln Terrace further HOME FUNDS Page 23 Lincoln Terrace, L.P. REV. 6-14-10 agrees to comply with Title 24, Section 85.36(e) of the Code of Federal Regulations (relating to contracting efforts with small and minority firms, women Is business enterprise and labor surplus area firms). 2. Termination. City: City may terminate this Contract in whole or in part in the event of Lincoln Terrace's default, inability or failure to perform. City shall notify Lincoln Terrace in writing of any breach of this Contract and specify a reasonable time but not less than thirty (30) days to cure the breach. If Lincoln Terrace 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 Lincoln Terrace's failure to comply or correct any deficiency or breach within the time period specified as evidence of Lincoln Terrace'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 Lincoln Terrace or any affiliates; e. Pursue any other legal remedies available to City to ensure compliance with this Contract and the Loan Documents, If Lincoln Terrace has not commenced construction within three (3) months of the date of this Contract, City may terminate this Contract. Lincoln Terrace: Lincoln Terrace may terminate this Contract if the City. does not provide the HOME Funds set forth in this Contract. Unused Home Funds. Terrace will return to Contract within thirty have no responsibility after the effective dale HOME Funds provide Terrace will be unable Upon termination, either by Lincoln Terrace or City, Lincoln City all unused HOME Funds previously distributed under this (30) days of the effective date of Contract termination. City will or liability for Lincoln Terrace's expenditures or actions occurring of Contract termination. City reserves the right to recapture :d under this Contract in the event City determines that Lincoln to expend all HOME Funds within the term of the Contract. Affordability and Certain Other Requirements Survive Termination. Lincoln Terrace agrees that any provision of this Contract that pertains to affordability, tenant eligibility, and City 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. Mutual Agreement. This Contract may be terminated for mutual convenience upon written agreement of the Parties. HOME FUNDS Page 24 Lincoln Terrace, L.P. REV. 6-14-10 3. Venue. Venue for any action, whether real or asserted, at law or in equity, regarding the execution, performance, attempted performance or non-performance or any other action or claim arising out of this Contract shall lie in Tarrant County, Texas, 4. Written Instrument Entire Agreement. This written instrument and the exhibits attached hereto, which are incorporated by reference and made a part of this Contract for all purposes, constitute the entire agreement by the City and Lincoln Terrace 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. 5. Severable. 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 hereof, such invalidity shall not affect other provisions which can be given effect without the invalid provision. 6. No Waiver. The City's failure to insist upon the performance of any term or provision of this Contract or to exercise any right herein conferred shall not be construed as a waiver or relinquishment to any extent of the City's right to assert or rely upon any such term or right on any future occasion. 7. Paragraph Headings. 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. 8. Miscellaneous Provisions. All terms of this Contract shall apply to any and all contractors of Lincoln Terrace who are in any way paid with HOME Funds or who perform any work in connection with the Project. 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. If applicable, must meet conditions and limitations for use of HOME Funds involving a primarily religious entity as set forth in the HOME Regulations. If applicable, Lincoln Terrace GP, LLC shall notify City in writing of any changes in the 501 (c) (3) tax exempt status of its parent Wind Terrace, Inc. during the term of this Contract. HOME FUNDS Page 25 Lincoln Terrace, L.P. REV. 6-14-10 Lincoln Terrace represents and warrants that it possesses the legal authority to enter into this Contract, to receive the HOME Funds, and to perform the services it has obligated to perform under this Contract. All oral and written agreements between the Parties relating to the subject matter of this Contract that were made prior to the execution of this Contract have been reduced to writing and are contained in this Contract. This Contract may be executed in one or more counterparts each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signed signature pages may be transmitted by facsimile or electronic transmission, and any such signature shall have the same legal effect as an original. [SIGNATURES APPEAR ON FOLLOWING PAGE] HOME FUNDS Page 26 Lincoln Terrace, L.P. REV. 6-14-10 IN WITNESS WHEREOF, the Parties have qNecuted four copies of this Contract in Fort Worth, Tarrant County, Texas, this 161* day of , 2010. n 'iPTTI� �T. l;rty secretary M&C: & 16610 Assistant City Attorney June 23, 2009 CITY OF FORT WORTH By: City Manager COLN TERRACE GP, LLC Its General Partner By: Wind Terrace, Inc. Its Sojj Member By: Barbara Holston, Vice President STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on alzw 2010, by T.M. Higgins, Assistant City Manager of the City of Fort W h, on behalf the City of Fort Worth. MARIA S. SANCHFZ I� N MY OOMMI381tlN pXpIRE3 December 14,03 STATE OF TEXAS § COUNTY OF TARRANT § Public, State of Texas This instrument was acknowledged before me on J(,,t,n�, I �j 2010, by Barbara Holston, Vice President of Wind Terrace, Inc., a Texas nonprofit corporation, on behalf of said corporation, sole member of Lincoln Terrace GP, L e�, ajexas limited liability company, General Partner of Lincoln Terrace, L.P., a Texas lp'piteo- rtners�iip. EVA C. KE( MY C august � 2 �13 IRES HOME FUNDS Lincoln Terrace, L.P. Notary Publi�e of T 01' WORTH, TX Page 27 REV. 64440 EXHIBIT "A" PROJECT SUMMARY - SCOPE OF WORK LINCOLN TERRACE, L.P. DESCRIPTION: Lincoln Terrace, L.P., ("Lincoln Terrace") will demolish and reconstruct a 72-unit affordable housing apartment complex known as the Lincoln Terrace Apartments, located at 4714 Horne Street, Fort Worth, TX. 76107 (the "Project"). Primary funding for the Project will be from Low Income Housing Tax Credits ("LIHTC") allocated by the Texas Department of Housing and Community Affairs ("TDHCA"). The Project will be constructed in accordance with the LIHTC proposal and all applicable amendments submitted to TDHCA during the 2008 application round. For the twenty (20) year HOME -required Affordability Period, the Project will be managed in compliance with this Contract and applicable provisions of all HOME Regulations governing rental projects. All units in the Project will be affordable to households at or below 60% of Area Median Income ("AMI") as established by HUD. The term of the contract for the HOME Funds is thirty-six (36) months and Borrower will be entitled to make requests for reimbursement during the first twenty-four (24) months. Interest will accrue at the Short Term Applicable Federal Rate, adjusted quarterly. Interest is payable monthly, beginning thirty (30) days from the date of loan funding. Repayment of principal and accrued interest will be due not later than thirty-six (36) months from the date of the Loan Documents and not earlier than six (6) months from the final advance of Loan proceeds. In consideration for HOME Funds provided through this Contract, Lincoln Terrace agrees to provide the following information and meet the following requirements. • Designate four (4) floating units in Project as HOME -assisted units subject to the "next available unit rule". Of these units, one (1) will be a Low HOME unit, affordable to low- income tenants at 50% of AMI or below and three (3) will be High HOME units, affordable to low-income tenants at 60% of AMI or below. • In addition, six (6) units will be accessible for the mobile impaired and two (2) units will be accessible for the hearing or visually impaired. • During lease -up period, and until Project is fully leased, report on a monthly basis summary beneficiary data regarding the household income, size, race, ethnicity, gender of head of household, disability status, and rental assistance type for all tenants residing in HOME -assisted units, on Form E-2 - Beneficiary Performance Report. • If these four (4) HOME -assisted housing units do not qualify as affordable rental housing immediately upon lease -up or at any time during the Affordability Period, the City may invoke any remedies provided for in the Contract or the Loan Documents. • During the Affordability Period, submit to City annually a copy of its annual audit, and TDHCA compliance report. • The reconstructed units will meet the one -for -one replacement requirements of Section 104 (d) of the Housing and Community Development Act of 1974, 42 USC 5301 et seq., as described in 24 CFR Part 42.375. SPECIFIC PURPOSE: The specific purpose of this Project is to increase the availability of quality, accessible, and affordable housing for low income City residents. PROJECT OBJECTIVES: Demolition and reconstruction of affordable housing project to create 72 updated, affordable units. Four (4) units will be HOME -assisted units, with aper-unit subsidy amount of $120,000.00. HOME Funds - Exhibits Lincoln Terrace Page 1 {D iI ' I'I 'o11 19 Budget Lincoln Terrace, L.P. Sources and Uses Development Name: Lincoln Terrace Source # Funding Description Priority of Lien Construction or Rehab. Loan Stage Amt. Permanent Loan Stage Amount Financing Participants 1 Conventional Loan 1 $ 21200,000 $ 11700,000 Sterling Bank 2 Conventional Loan/FHA 3 Conventional Loan/Letter of Credit 4 HOME 5 Housing Trust Fund 6 CDBG 7 Mortgage Revenue Bonds 8 HTC Syndication Proceeds $ 6,3151881 $ 7,894,851 TDHCA 9 Historic Tax Credit Syndication Proceeds 10 USDA/ TXRD Loan(s) 11 Other Federal Loan or Grant 12 Other State Loan or Grant 13 Local Government Loan or Grant 2 $ 4809000 City of Fort Worth 14 Private Loan or Grant 15 Cash Equity 16 In -Kind Equity/Deferred Developer Fee $ 11002,865 $ 403,895 FWHA TOTAL SOURCES OF FUNDS $ 91998,746 TOTAL USES OF FUNDS - 1 $ 91998,746 HOME Funds budget Asbestos Abatement $180,000 Demolition $160,000 Concrete Foundation / Paving $140,000 TOTAL $4809000 HOME Funds -Exhibits Lincoln Terrace Page 2 EXHIBIT 66C99 PROJECT IMPLEMENTATION TIMELINE Lincoln Terrace, L.P. Tax Credit Award HOME Contract Execution HOME Loan Funded Begin Construction HOME Funds Repaid Construction Completion ACOUISTION SCHEDULE July 2009 June 2010 June 2010 June 2010 October 2013 June 2011 LEASE -UP INSPECTION &REPORT SCHEDULE TARGET DESCRIPTION DATE/ACTIVITY June 2010 to June During the Contract term, Lincoln Terrace, L.P. will submit monthly and/or 2013 quarterly program and financial reports as designated by the City. February 2010 Lincoln Terrace, L.P. will begin demolition on 72-unit Lincoln Terrace Apartments June 2010 Construction Loan Closing — Lincoln Terrace, L.P. will execute all City Loan Documents to secure the City's HOME Funds investment in the Project. These documents will include, but not be limited to, a subordinate note and deed of trust on the Property. June 2010 Lincoln Terrace, L.P. will begin reconstruction on 72-unit Lincoln Terrace Apartments April 2011 Tenant lease up begins; status report on occupancy of all HOME -assisted units and income eligibility of the tenants. Annual Inspections Annual On -Site inspection to occur each year during Affordability Period Reporting Lincoln Terrace, L.P. shall furnish City with the following information: a) During lease -up and until Project is fully leased, on a monthly basis, summary beneficiary data regarding the household income, size, race, ethnicity, gender of head of household, disability status and rental assistance type for all tenants. b) Annually copy of lease forms used. c) Other such information as may be necessary to verify compliance with HOME Regulations. d) Report of HOME match should be reported quarterly each month from date of execution of Contract through Project Completion. HOME Funds -Exhibits Lincoln Terrace Page 3 AUDIT REQUIREMENTS Lincoln Terrace, L.P. 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 A-133, or other standard set forth in the Contract if applicable, if they expended funds for only one federal program as listed in the Catalog of Federal Domestic Assistance (CFDA). If funds are spent for more than one federal program, a single audit is required. The audited time period is the organization's fiscal year, and not the City of Fort Worth's funding period. The audit shall be conducted by a certified public accountant (CPA) that is licensed at the time of the audit by the appropriate regulatory body. The CPA shall meet all of the general standards concerning qualifications, independence, due professional care and quality control as required by Government Auditing Standards, including the requirements for continuing professional education and external peer reviews. Auditor selection must adhere to federal procurement requirements. A separate supplementary schedule of revenues, expenditures and changes in fund balance for each City of Fort Worth contract is no longer required. The Schedule of Expenditures of Federal Awards should list City of Fort Worth 's contract numbers, the total expended for each individual federal program, and the CFDA number (OMB A-133 § .310). The independent auditor's report should include all of the relevant items listed on the "Audit Report Checklist." Additional guidance on the conduct and reporting of these audits is contained in the latest issuance of the following publications: Government Auditing Standards issued by the Comptroller General of the United States, 2003 OMB Circular A433 as revised 6/30/97 and amended June 2003 OMB Circular A-133 Compliance Supplement AICPA's Statement of Position 98-3, "Audits of States, Local Governments, and Not -for -Profit Organizations Receiving Federal Awards" Various AICPA audit guides for nonprofits, colleges and universities and health and welfare organizations AICPA's Audit Risk Alert "State and Local Governmental Developments" Government Auditing Standards by the Texas Department of Housing and Community Affairs for Properties Receiving Low Income Housing Tax Credits All organizations that receive a City of Fort Worth award must submit the provided Audit Certification Form which certifies whether you are subject to a single/program audit. Organizations receiving federal awards from the City of Fort Worth who are not required to have an audit shall certify in writing to the agency. The organization's Chief Executive Officer or Chief Financial Officer shall make the certification within 60 days of the end of the organization's fiscal year in the year that the project was completed. The following items should be submitted to the City of Fort Worth Housing and Economic Development Department within the required timeframe: HOME Funds -Exhibits Lincoln Terrace Page 4 Due 60 days after organizatiods fiscal year end in the year that the project was completed: (required for all subrecipients) _ Completed Audit Certification Form Due within the earlier of 30 days after receipt of the auditor's report or nine months after the end of the audit ep riod. 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. HOME Funds -Exhibits Lincoln Terrace Page 5 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 Organizations 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 Report on Compliance and on Internals Control Over Financial Reporting Based 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 A433. (OMB A433 § 505 (c)) Schedule of Findin sg_and Questioned Costs (OMB A-133 §. SOSd), including: Summary Schedule of Prior Audit Findings reporting the status of all findings included in the prior audit's schedule of findings and questioned costs. (OMB A433 Sec. 315 (a) and (b)) Corrective Action Plan including (OMB A-133 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. HOME Funds -Exhibits Lincoln Terrace Page 6 CITY OF FORT WORTH HOUSING AND ECONOMIC DEVELOPMENT DEPARTMENT Audit Certification Form Subrecipient: Fiscal Year Ending: Month Day Year ❑ We have exceeded the federal expenditure threshold of $500,000. We will have our Single Audit or Program Specific Audit completed and will submit the audit report within nine (9) months after the end of the audited fiscal year. ❑ We did not exceed the P500,000 federal expenditure threshold required for a Single Audit or a Program Specific Audit to be performed this fiscal year. (Fill out schedule below) Must be filled out if Single Audit or Program Audit is not required: Federal Expenditure Disclosure Federal Funds Pass Through Program Name & Federal Grantor Grantor CFDA Number Total Federal Expenditures for this Fiscal Year Printed Name Authorized Signature (Must be CFO, CEO or equivalent) contract Number Expenditures Title (Must be CFO, CEO or equivalent) Phone Number Date Failure to submit this or a similar statement or failure to submit a completed single audit package as described in the audit requirements by the required due date will result in suspension of funding and will affect eligibility for future funding. Submit this form to the City of Fort Worth Housing and Economic Development Department within 60 days after the end of your Fiscal year HOME Funds -Exhibits Lincoln Terrace Page 7 EXHIBIT 66T 1 REPORTING REQUIREMENTS Lincoln Terrace Apartments, L.P. ("Lincoln Terrace") Project Progress Report. Within fifteen (15) days following the end of each quarter during the term of the Contract, Lincoln Terrace must submit a report detailing Project construction progress, the percent of construction completion, anticipated construction completion date and any construction problems encountered and solutions proposed. Submissions must be signed by a duly authorized agent of Lincoln Terrace (Form E-1). Beneficiary Performance Report. During lease -up period, and until Project is fully leased, on a monthly basis, report summary beneficiary data regarding the household income, size, race, ethnicity, gender of head of household, disability status, and rental assistance type for all tenants residing in HOME -assisted units (Form E- 2). After the end of the term of the Contract during the Affordability Period, Lincoln Terrace shall submit this report at least annually on for all tenants residing in HOME -assisted units. The annual report during the Affordability Period shall be due by the 15th day of the third month after the end of the calendar year. HOME Match ReRort. Within fifteen (15) days following the end of each calendar quarter during the term of the Contract, a report detailing HOME Match Dollars Submissions will be signed by the duly authorized agent of Lincoln Terrace (Form E-3). M/WBE Compliance. An M/WBE Monthly Participation Report must be submitted monthly to City's M/WBE Office and the Housing and Economic Development Department until the Contract is completed. The first report will be due ninety (90) days after commencement of work. The monthly report must have an original signature to ensure accountability for audit purposes. These reports are to be submitted regardless of whether or not M/WBEs were utilized. If there was no activity by an M/WBE in a particular month, place a "0" or "no participation" in the spaces provided, and provide a brief explanation. Provide the City's M/WBE office with proof of payment to your M/WBE subcontractors and suppliers (Form E-4). Final Summary Payment Report. Upon completion of the Project, or within ten (10) days after receipt of final payment from the City, whichever is later, Lincoln Terrace shall provide the Housing Department with a Prime Contractor's/Consultant's Final Summary Payment Report to reflect the total participation from ALL subcontractors/suppliers utilized on the Project (Form E-5). TDHCA Certificate of Completion. Within thirty (30) days of completion of the construction of Project, a duly authorized agent of Lincoln Terrace must provide the City with a copy of the TDHCA HOME Investment Partnerships Program Certificate of Completion report. Annual Owner's Compliance Report. Each year during the Affordability Period, Lincoln Terrace will provide the City a copy of the TDHCA Annual Owner's Compliance Report ,Parts A, B, C, and D, no later than March 1S` of year following the reporting year. Rent Rolls and Lease Forms. Annually during the Affordability Period, Lincoln Terrace shall provide the City with copies of rent rolls and copies of the lease forms used. HOME Funds -Exhibits Lincoln Terrace Page 8 Form E4 PROJECT PROGRESS REPORT FROM: TO: Please provide information on project construction progress, the percent of construction completion, anticipated construction completion date, and; construction problems encountered and solutions proposed. I. ACCOMPLISHMENTS: II. ADDITIONAL COMMENTS REGARDING ACCOMPLISHMENTS THIS MONTH: III. PROBLEMS ENCOUNTERED AND SOLUTIONS PROPOSED: IV. ANTICIPATED ACTIVITIES DURING NEXT MONTH: HOME Funds -Exhibits Lincoln Terrace Page 9 N W E w b 0 O Q U rl, U_ � O x�' W d 0 wxx Q N N �z z U cd z�z; cts i V) U cn U i cd ol m dad y cil Cdd cis d ` x¢�� z¢da�c M d•cn k*01�00C ao 'd d � C � U a O � O N � � O oz M d• � N i N00� a� H O U N Form E-3 HOME Match Reporting Form For Subrecipient and CHDO Agencies City of Fort Worth Housing and Economic Development Department Agency IN Contract V. 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 Appliances, 1950, 1952, & 1965 Spring St. 71000 1 12000 In -Kind: Value of Professional Services Donated Example: XYZ 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 log with hours worked by address; copies of sarpplier• invoices for donated materials; copies of documentation regarding fee waivers or tax abatements. 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Z LL z Q �'' � H °- G Z � z � V z u. � J O � Q Z U � C � � N o � o C � (� Z O U m W N t� o Z N _ � Q Z � O� � � w s J �' p � O o � � Z z O � I- O Z Q a a � - O oW t- Z Nz O Z� O Z 0 ai w a � � U W �z G Q L' z n=.' W >- W m ~ a � w Z � L. Z ¢ f- a Z � C3 m� � F- C Q �o V � � Z � W � H N _� �o � O o � a0 d U C) � '. � �'- a W ZQ �a w E- Z W O ' � a a � � � N G W � � LL W a V W H W � J F- W J ~ a a Q ~ W �Q ZZ m Q �a Ov H � � Q Z O Z 00 � _Z � N a wz"oz = O z — N�;Qcn �aw� U U � W ��u_u1 � Z � Q LL � L!J W zw�a ��vv i'UZW QWV�- z� � � � O z W' w �.' wzQ� w; ��oa z v��W� w 0 � � � � � o�"';=aa ��om�o' zpp'��� �m¢ma� �Z��a o�¢zl�w Q = = z J � U ~ � p z W Z Z - OU LLl W O��u1E" c�a.a'�O ~moo=a o ��� Ot-pi � � t-�V UjQ J � m � 71 O p} W p b � � w z W F- o_�u.ow � � a 0 z � E� c 0 a M&C Review Page I of 2 CITY COUNCIL AGENDA COUNCIL ACTION: Approved on 6/23/2009 Official site of the City of Fort Worth, Texas Foa WORTH DATE: 6/23/2009 REFERENCE G-16610 LOG NAME: I I LINCOLNTERRACE NO.. CODE: G TYPE: NOW PUBLIC NO CONSENT HEARING: SUBJECT: Authorize Change in Use and Expenditure of $480,000.00 in HOME Investment Partnership Grant Funds to Lincoln Terrace, L.P., an Affiliate of the Fort Worth Housing Authority, in the Form of an Interim Construction Loan for the Demolition and Reconstruction of Lincoln Terrace Apartments Located at 4714 Horne Street and Authorize Execution of Contract and Substantial Amendment to the City's 2007-2008 Action Plan RECOMMENDATION_: It is recommended that the City Council: 1. Authorize a Substantial Amendment to the City's 2007-2008 Action Plan; 2. Approve a change in use and expenditure of $480,000.00 in HOME Investment Partnership Grant Funds to Lincoln Terrace, L.P., an affiliate of the Fort Worth Housing Authority, in the form of an interim subordinate construction loan for the reconstruction of Lincoln Terrace Apartments located at 4714 Horne Street; 3. Authorize the City Manager, or his designee, to execute a conditional commitment with Lincoln Terrace, L.P., for the loan that conditions funding, among other things, upon satisfactory completion of the HOME requirements; 4. Authorize the City Manager, or his designee, to execute a contract with Lincoln Terrace, L.P. for the project with a three year term beginning on the date of the execution of the contract; 5. Authorize the City Manager, or his designee, to extend or renew the conditional commitment or the contract for up to one year if Lincoln Terrace, L.P., requests an extension and such extension is necessary for completion of the project; and 6. Authorize the City Manager or his designee to amend the conditional commitment or the contract, if necessary to achieve project goals, provided that the amendment is within the scope of the project and in compliance with all applicable laws and regulations governing use of federal grant funds. DISCUSSION: Lincoln Terrace, L.P., an affiliate of the Fort Worth Housing Authority, has requested subordinate interim financing in the amount of $480,000.00 in HOME funds for the demolition and reconstruction of the Lincoln Terrace Apartments, a 72 unit multi -family affordable rental housing development located at 4714 Horne Street, Fort Worth, Texas 76119. The complex consists of an estimated four acres with a 17.6 unit density per acre. The Fort Worth Housing Authority is the developer and Carleton Construction, Ltd., is the contractor. The construction period is anticipated to begin by late Spring of 2010. The reconstructed complex will feature controlled gate access, full perimeter fencing, equipped and functioning business center/computer learning center and a furnished community room. The total project cost is $8,766,660.00. The loan of $480,000.00 from HOME funds contributes http://apps.cfwnet.org/council�acket/mc_review.asp?ID=11705&councildate=6/23/2009 2/17/2010 M&C Review Page 2 of 2 approximately $6,666.66 towards the total per unit cost of $121,759,16, The leverage ratio for the HOME funds is approximately 1 to 18.5 and will produce 72 low-income units, The interest rate will be the applicable Federal Funds rate, adjusted quarterly secured by a subordinate Deed of Trust on the real property. The loan will be repaid at maturity or permanent take-out, whichever occurs first. Additional conditions of the contract include minority and women owned business participation in accordance with City policy. This expenditure of HOME funds is conditioned upon satisfactory completion of the environmental review per 24 CFR Part 58 and the authorization to use grant funds from the U.S. Department of Housing and Urban Development. The above recommendations were approved by the Housing and Economic Development Committee on March 3, 2009. This project is located in COUNCIL DISTRICT 7. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that upon approval of the above recommendations, funds will be available in the current operating budget, as appropriated, in the Grants Fund. T_O Fund/Account/Centers FROM Fund/Account/Centers 3R76 539120 005206181350 $480 000.00 GR76 539120 005206181330 $480.000.00 Submitted for City Manager's Officece bv: Originatina Department Head: Additional Information Contact: ATTACHMENTS Thomas Higgins (6140) Jay Chapa (6192) Leticia Hurtado (7319) http://apps. efwnet.org/council_Packet/me_review.asp?ID=11705&councildate=6/23/2009 2/ 17/2010