HomeMy WebLinkAboutContract 56161cmr s�cR�TAR
���dTRACT N0. �„� Q�.�„� .,.
STAT� OF TEXAS
COUNTY OF TARRANT
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CDBG SUBRECIPIENT AGREEMENT BETWEEN THE CITY OF FORT WORTH, TEXAS
AND THE HOUSING AUTHORITY OF THE CITY OF FORT WORTH, TEXAS
This contract ("Contract") is made and entered into by and between the City of Fort Worth
(hei•eafter "City") and the Housing Authority of the City of Fort Worth, Texas doing business as
Fort Woi•th Housing Solutions (her•eafter "FWHS"), a Texas Housing Authority established under
Chapter 392 of the Texas Local Government Code. City and FWHS may be refert•ed to individually
as a"Party" and jointly as "the Parties".
The Par�ties state as follows:
WHEREAS, City receives grant monies fi•om the United States Department of Housing
and Urban Development through the Community Development Block Grant ("CDBG") Program,
Project No. B-21-MC-48-0010, Catalog of Federal Domestic Assistance No. 14.218;
WHEREAS, a national objective of the CDBG Project is to benefit low and moderate
income petsons in accordance with the CDBG Regulations at 24 CFR Parts 570.200 and 570.208,
as may be amended from time to time;
WHEREAS, the City and FWHS were co-applicants for a federal Choice Neighborhood
Initiatives ("CNI") grant;
WHEREAS, The City and FWHS were awarded a$35 million CNI grant in spring of 2020
to be used over six phases of development through 2026;
WHEREAS, as part of the fiist phase of development, FWHS will construct, through an
affiliate acting as general pat�tner of a limited pat�tneiship, a 174-unit affordable senior
development to be known as the Cowan Place Apartments and will use a portion of the CNI gt�ant
funds among various other funding sources;
WHEREAS, the first phase of development will also include infrastructure improvements
that will include, but not limited to, site improvements, street reconstruction and str•eet
improvements such as water/sewer improvements, curb and gutter, sidewalks and street lights;
WHEREAS, FWHS proposes to use CDBG funds for public infi�astructure improvements
that benefit all residents in an area where at least 51% of the resident are low- and moderate-
income persons as defined in 24 CFR Part 570.208;
WHEREAS, due to regulatory considerations,
FWHS which will act in the capacity of a subrecipient;
CDBG SUBRECIPIENT CONTRACT
Fort Worth Housing Solutions — Cowan Place Apartments
the City will subgrant the CDBG funds to
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WHEREAS, FWAI (as defined below) is an instrumentaiity of FWHS and operates as a
Texas nonpr•ofit corporation with a purpose of assisting with the creation, development, and
rehabilitation of affordable, decent, and safe housing in Fort Worth;
WHEREAS, FWHS, as a subrecipient, will provide CDBG funds for• the Bene�t of the
Project to Fort Worth Affordability, Inc. ("FWAI") through a subrecipient agreement, who will
then loan the funds to the Partneiship;
WHEREAS, FWHS proposes to use CDBG funds for the development and construction of
the infi•astructure improvements in support of the Cowan Place Apartments, an eligible project
under the CDBG Regulations, whereby FWHS will (1) receive the funds fi�om the City in the form
subrecipient agreement, (2) fut�ther subgrant the funds to FWAI through a subrecipient agt•eement;
(3) FWAI wili loan the funds to FW Cowan Place, LP, a Texas limited partnership, ("Developer"),
which wiil include a note and deed of trust, (4) FWAI will assign the loan documents between
FWAI and Developer to the City to secure the CDBG funds and Developer's performance, and (5)
FWHS and FWAI will include the CDBG and City obligations in their respective contracts related
to the CDBG funds;
WHEREAS, Developer is a Texas limited partnership consisting of FW Cowan Place GP,
LLC a Texas limited liability company, with FWAI as its sole member, as Generai Partner; FW
Rosedale MBS SLP, Inc., a Missouri Corporation, as Special Limited Partner; and a Limited
Partner ("Investor").
WHEREAS, FWHS shall ensure that any contractual documents with any subcontractor or
subrecipient of the CDBG funds shall include the provisions of this contract that relate to CDBG
regulation and compliance, City regulations and compliance, defauit and remedies upon default,
indemnity, audit, insurance, and all other obligations included herein, adapted as necessary and
approved by City;
WHEREAS, City citizens and the City Council have deteimined that the development of
quality, accessible, affordabie housing is needed for moderate, low, and veiy low-income City
citizens.
NOW, THEREFORE, in consideration of the mutual covenants and obligations and
responsibilities contained herein, including all Exhibits and Attachments, and subject to the terms
and conditions hereinafter• stated, the Parties understand and agree as follows:
1. INCORPORATION OF RECITALS.
City and FWHS hereby agree that the recitals set forth above are true and correct and form
the basis upon which the Parties have entered into this Contract.
2. DEFINITIONS.
In addition to terms defined in the body of this Contract, the terms set forth beiow shall
have the definitions ascribed to them as follows:
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Fort Worth Housing Solutions — Cowan Place Apartments Page 2
Area Median Income or AMI means the median family income for the Fort Worth-Arlington
metropolitan statistical area as set annually by HUD.
Business Diversity Enterprise Ordinance or BDE means the City's Business Diveisity
Ordinance, Ordinance No. 20020-12-2011, as inay be amei�ded from time to time.
CDBG means Community Development Block Grant.
CDBG Funds means the CDBG funds granted by City to FWHS under the terins of this
Contract.
CDBG Regulations means regulations found at 24 CFR Part 570 et seq.
CDBG Requirements means (i) public infrastructut•e improvements in support of the Project that
will inciude, but not limited to, site improvements, street reconstruction and street improvements
such as water/sewer improvements curb and gutter, sidewalks and street lights; and (ii) during the
Performance Period, complying with all applicable provisions of the CDBG Regulations.
Complete Documentation means the following documentation as applicabie:
1. Attachments I and II of Exhibit "F", with suppoi�ing documentation as follows:
a. Proof of expense: invoices, service contracts, expenses based on work completed
and costs actually incurred or oiher documentation showing the nature of the cost
and that payment was due and paid by Developer.
b. Proof of payment: cancelled checks, bank statements, or wire transfers necessary
to demonstrate that amounts due and paid by Developer.
2. Other documentation: (i) final lien releases signed by the general contractor,
subrecipients, or subcontractois, if applicable; (ii) copies of all City permits and City-
issued "pass" inspections for such work; (iii) documentation to show compliance with BDE
or DBE bidding process fot� procurement or Contract activities, as applicable; (iv) proof of
contractor, subrecipients, subcontractor and vendor eligibility as described in Section 6.6;
and (v) any other documents or records reasonably necessaty to verify costs spent for the
project.
3. Complete Documentation shall meet the standards described in Exhibit "J" — Standards
for Complete Documentation.
Completion means the substantial completion of the Required Improvements as evidenced by a
Neighborhood Services Department inspection, HUD Compliance Inspection Report and any other
applicable final inspection approvals from the City showing that the Requit•ed Improvements have
met City requirements and verification that the National Objective has been met.
Completion Deadline means August 31, 2023.
DBE means disadvantaged business enterprise in accordance with 49 CFR Part 26.
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Developer Deed of Trust means any deed of trust fi�om Developer to FWAI covering the Property
and securing the indebtedness evidenced therein and Developer's performance of the requirements
of this Contract and of the CDBG Regulations, as the same may be extended, amended, restated,
supplemented or otherwise modified. The Parties agree that the Developer Deed of Tr��st must be
approved by City in both form and substance.
Developer Loan means the CDBG Funds provided to FW Cowan Place, LP, by FWAI for the
development of the project.
Developer Loan Agreement means any agreement in the amount of the CDBG Funds executed
by Developet• and FWAI setting the terms and conditions governing the loan between the same, as
may be extended, amended, restated, supplemented or otherwise modified. The Parties agree that
the Developer Loan Agreement must be approved by City in both form and substance.
Developer Loan Documents means security instruments which FWAI and Developer have
executed, the Developer Loan Agreement, the Developer Promissoiy Note, and the Developer
Deed of Trust or any other similar security instruments evidencing, securing or guaranteeing City's
interest in the Required Improvements constructed using funds provided under this Contract and
fui�thet• evidencing, securing, or guaranteeing Developei-'s performance of all City and federal
requirements, including the Requirements during the Performance Period, as the saine may from
time to tilne be extended, amended, restated, supplemented or otherwise modi�ed.
Developer Promissory Note means any note in the amount of the CDBG Funds executed by
Developei� payable to the order of FWAI, as the same may be extended, amended, restated,
supplemented or otherwise modified. The Parties agree that the Developer Promissoiy Note must
be approved by City in both form and substance.
Director means the Director of the Neighbot•hood Services Department or their designee.
Effective Date means the date of the last of the Parties to sign as indicated on the signature page.
FWAI Subrecipient Agreement means any agreement in the amount of the CDBG Funds
executed by FWAI and FWHS setting the terms and conditions, as may be extended, amended,
restated, supplemented or otherwise modified. The Parties agree that the FWAI Subrecipient
Agreement must be approved by City in both form and substance and must comply with all federal
requirements.
HUD means the United States Department of Housing and Urban Development.
IDIS means Integrated Disbursement Information System, HUD's project tracking system.
Investor means the limited partner of Deveioper, and any successors and assigns.
National Objective means, for the puiposes of this contract, an activity that benefits low- and
moderate- income persons.
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Neighborhood Services Department means the City's Neighborhood Services Department.
OMB means the Of�ce of Management and Budget.
Performance Period means the 5-year period during which FWHS, FWAI, and Developer will
fuifill the CDBG Reguirements, the City Requirements, and continuously meet the National
Objective, and will comply with all other terms and conditions of this Contract. The Performance
Period begins on the date that the project status is changed to "complete" in IDIS.
Project means the worlc completed by FWHS, FWAI, and Developet• in support of the Cowan
Place Project mot•e particularly described in Exhibit "A" —Project Summa�y and Scope of
Work and Exhibit "K" — Services Performed.
Project Stabilization means issuance of a�nal certificate of occupancy for the Pi•oject and ninety
percent (90%) of the Project's units leased up by tenants.
Reimbursement Request means ali repol�ts and other doculnentation described in Section 9.
Required Improvements or the Project means all the public infi�astructure improvements in
support of the Cowan Place Project, as described in the attached Exhibit "A" - Project Summary
and Scope of Work.
3. TERM.
3.1 Term of Contract.
The term of this Contract commences on the Effective Date and ends 40 years after Pr•oject
Stabilization occurs, unless earlier terminated as pt•ovided in this Contract. All provisions relating
to completion of the Required Improvements terminate in 3 yeat•s unless earlier terminated as
provided in this Contract or extended as provided in Section 3.2. All provisions relating to
compliance with ihe CDBG Regulations shall remain in full force and effect until the end of the
Performance Period.
3.2 Extension of Contract.
This provisions in this Contract relating to completion of the Required Improvements may
be extended for 2 one-year extensions upon FWHS's submitting a request for an extension in
writing at least 60 days prior to the end of the initial3-year period described in Section 3.1, or the
end of the fii•st one-year extension. The first one-year extension request shail be granted upon the
written request of FWHS. The second one-year extension request shall include the reasons for the
extension, Developer's anticipated budget, construction schedule and goals for the additional time.
It is specificaily understood that it is within City's reasonable discretion whether to approve or
deny FWHS's request for a second one-year extension to compiete the Required Improvements.
Any such extension shall be in the form of an amendment to this Contract. It shall be an event of
default under this contract if the Required Improvements are not completed within the time period
required herein, including any extensions.
4. DUTIES AND RESPONSIBILITIES OF CITY.
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Fort Worth Housing Solutions — Cowan Place Apartments Page 5
4.1. Provide CDBG Funds.
City shall provide up to $750,000.00 of CDBG Funds to FWHS who is acting as a
subrecipient under the terms and conditions of this Contract. In turn, FWHS shall simultaneously
further subgrant the CDBG Funds to FWAI through the FWAI Subrecipient Agreement to fund
infi�astt•ucture improvements under the terms and conditions of this Contract. FWAI shall
simultaneously loan the CDBG funds provided through this Contract to Developer and shall
collaterally assign the Developer Loan Documents to the City in order to secure the CDBG Funds
and ensure Developer's performance. City shall have the right to approve all documents, contracts,
loan documents, and other similar instruments that transfer the CDBG Funds fi�om FWHS to FWAI
and from FWAI to Developer. Approval by City does not relieve FWHS, FWAI, or Developer of
their individual duty to comply with all CDBG and City regulations, even if omitted from approved
contract documents, unless specifically stated in an executed amendment that such t�equirement is
waived. Failure to require simultaneous assignment of the Developer Loan Documents to the City
shall be an event of default hereunder.
4.2 Citv Monitor.
City will monitor the activities and performance of FWHS, FWAI, and Developer and any
of their contractois, subrecipients, subcontt•actors or vendors thi•oughout the Performance Period,
but no less than annually. Monitoring by City will include monitoring whether FWHS, FWAI,
and Developer is meeting the National Objective and compiying with the CDBG Requiretnents
and the City Requirements during the Perfoimance Period.
5. DUTIES AND RESPONSIBILITIES OF FWHS.
5.1 Construction of Required Improvements.
FWHS will complete or caused to be completed the Required Improvements as
described in Exhibit "A" — Project Summary and Scope of Work in accordance with the
Plans, the schedule set forth in Exhibit "C" — Construction and Reimbursement Schedule,
and the terms and conditions of this Contract.
5.1.1 Written Cost Estimates, Construction Contracts and Construction
Documents.
FWHS shall submit to City any written cost estimates, construction contracts and
construction doculnents (collectively, the "Construction Documents") which will be prepared by
Developer to show the work to be undertaken for the Required Improvements in sufficient detail
that City can perform all required inspections. City shall review and approve written cost estimates
for the construction of the Required Improvements to determine that such costs are reasonable
prior to the commencement of construction. In the event City in its reasonable discretion
determines that such costs are unreasonable, FWHS shall cause the t•evision of said costs estimates
to City's satisfaction.
5.2 Use of CDBG Funds.
5.2.1. Compliance with CDBG Re�ulations and Contract.
FWHS shall be reimbursed for eligible Project costs with CDBG Funds only if City
determines in its sole discretion that:
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5.2.1.1 Costs are eligible expenditures in accordance with CDBG Regulations.
5.2.1.2 Costs are in compliance with this Contract and are reasonable and
consistent with indushy norms.
5.2.1.3 Coinplete Documentation, as applicable, is submitted to City by FWHS.
5.2.2 Bud�et•
FWHS agrees that CDBG Funds will be paid on a reimbutsement basis in accordance with
Exhibit "B" — Budget and Exhibit "C" — Construction and Reimbursement Schedule. FWHS
may increase or decrease line item amounts in the Budget with the Director's prior written
approval, which approval shall be in the Directot�'s sole discretion. Any such increase or decrease
in line items in the Budget shall comply with Section 5.2.1, Exhibit "A" — Project Summary
and Scope of Work, and shall not increase the total amount of CDBG Funds.
5.2.3 Chan�e in Proiect Bud�et.
5.2.3.1 FWHS will notify City promptly of any additional funds it or any of its
subcontractors or subrecipients receive for the development ot• operation
of the Project, and City reserves the right to amend this Contract in such
instances to ensure compliance with HUD regulations governing cost
allocation.
5.2.3.2 FWHS agrees to utilize the CDBG Funds to supplement rather than
supplant funds otherwise available for the Project.
5.3 Pa_yment of CDBG Funds to FWHS and Repayment.
5.3.1 CDBG Funds wili be reimbuised to FWHS within ten (10) days of the City's
approval of Reimbursement Requests including submission of Complete Documentation to City
in compliance with Section 9. If FWHS expends all funds budgeted for the Project prior to
December 31, 2022, City may hold back $50,000.00 of the CDBG Funds until the Required
Improvements have been completed. It is expt•essly agreed by the Pai�ties that any CDBG Funds
not reimbursed to FWHS shall remain with City.
5.3.2 The CDBG Funds shall bear no interest and are not subject to repayment so long as
(1) FWHS or FWAI have not received any repayment fi•om Developer on the Developer Loan or
in the event FWHS or FWAI have received payment from Developer on the Developer Loan,
FWHS or FWAI have remitted the full amount of such payment to City, and (2) FWHS, FWAI,
and Developer have complied with all City t•equirements, state and federal iaws, all federal
regulations, inciuding CDBG regulations, all Iocal ordinances, this Contract, and the Developer
Loan Agreement. Payment for purposes of this section shall include payment of any principal
amount of the Developer Loan, interest on the Developer Loan, title proceeds received based on
the title policy for the Developer Loan, and any other money received by FWAI or FWHS
connected with a loan made using the CDBG Funds, In the event that FWHS or FWAI receives
any payment from Developer for the Deveioper Loan funded using CDBG Funds, those funds are
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Fort Worth Housing Solutions — Cowan Place Apartments Page 7
immediately repayable to City and must be repaid to City by FWHS within thirty days of its receipt
of the funds. Failure to repay City shall be an event of default under this Contract and City may
pursue any and all remedies included in this Contract, including withholding all remaining CDBG
funds and demanding repayment of any CDBG funds previously paid to FWHS.
5.4 Identifv Proiect Expenses Paid with CDBG Funds.
FWHS agrees to keep accounts and records in such a inanner that City may t•eadily identify
and account for project expenses reimbursed with CDBG Funds. These records shall be made
available to City for audit purposes and shall be retained as required hereunder.
5.5 Acknowledgement of City Payment of CDBG Funds.
Within 90 days of Completion, FWHS shall sign an acknowledgement that City has paid
all CDBG Funds due under this Contract, or shall deliver a document executed by an officer of
FWHS identifying all or any portion of the CDBG Funds that City has not been paid to FWHS.
Once City has met all of its obligations for payment of CDBG Funds hereunder, an officer of
FWHS shall sign an acknowledgement of same.
5.6 Security for City's Interest.
To secure City's interest in the Required Improvements and the performance of the federal
and City obligations hereunder, FWAI shall execute the FWAI Subrecipient Agreeinent;
Developer shall execute the Developer Loan Documents; the Developer Deed of Trust must be
recorded in lien priority agreed to by City at the earlier of (i) the acquisition of'the Property, or (ii)
the closing of Deveioper's construction loan; and the Developer Loan Documents must
simultaneously be collateraily assigned to the City from FWAI. No CDBG Funds will be paid
or reimbursed until the Developer's Deed of Trust and the assi�nment from FWAI to the
City are recorded in the Tarrant County real property records.
5.7 Project Subcontracts.
5.7.1 FWHS acknowledges and agrees that it, nor any of its subcontractors or
subrecipients, shall enter 'rnto a subcontract with another• agency, contractor, or vendor for any part
of the Project that will be paid with CDBG Funds without City's prior written consent. Subject to
the terms of this Contract, City agrees to allow FWHS to subcontract with FWAI to perform the
Requii•ed Improvements so long as all federal and City obligations are binding on both FWHS and
FWAI. City further agrees, subject to the terms of this Contract, to allow FWAI to enter into a
contract with Developer to perform the Required Improvements so long as all federal and City
obligations are binding on both FWAI and Developer and the City is assigned the Developer Loan
Documents.
5.7.2 FWHS shall ensure that any contractual documents with any subcontractor
or subrecipient of the CDBG funds shall include the provisions of this contract that relate to CDBG
regulation and compliance, City regulations and compliance, default and remedies upon default,
indemnity, notice, repayment, audit, insurance, and ail other obligations included herein, adapted
as necessary and approved by City.
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5.8 CDBG Requirements, City Requirements and the National Oblective.
FWHS acl<nowledges and agrees and shall require that FWAI and Developer acicnowledge
and agree to comply with the CDBG Rec�uirements and the City Requirements and that the
National Objective is met throughout the Performance Period.
5.9 CDBG Requirements, City Requirements and the National Objective Survive
Transfer.
Any sale or transfer of the Property during the Performance Period, excluding a transfer
due to condemnation or to obtain utility services, will require City's written consent and that the
new owner or transferee assume in writing all obligations under this Contract to meet the National
Objective and comply with the CDBG Requirements and the City Requirements. Failure of the
new owner or transferee to assume all of the obligations under this Contract will result in
tet•mination of the Conh�act and FWHS must repay City in accordance with the provisions of
Section 11.4.3 within 30 days of termination under this Section. If such sale or transfer talces place
after the termination of this Contract but before the end of the Performance Period, the new owner
or transferee must assume ali of the obligations under this Contract that sut•vive its termination as
set fot�th herein including but not limited to complying with the CDBG Requirements and City
Requirements, and meeting the National Objective. If the new owner or transferee does not assume
the surviving obligations hereunder, then FWHS must repay City in accordance with the provisions
of Section 11.4.3 within 30 days of written notice by City or City may pursue any of its remedies
under this Contractor the Developer Loan Documents.
6. CONSTRUCTION.
6.1. Construction Schedule.
FWHS shall construct or cause to be constructed the Required Improvements in accordance
with the schedule set forth in the attached Exhibit "C" — Construction and Reimbursement
Schedule. FWHS shall not begin or aliow construction to begin by a subcontractor or subrecipient
until City sends a Notice to Proceed. FWHS's failure to meet the Construction Schedule (as it
may be modified in accordance with Section 14.19) or the Completion Deadline shall be an event
of default under this contract. Subject to Section 14.19, FWHS may not change the Construction
Schedule without the Director's prior written approval, which approval shall be in the Director's
reasonable discretion.
6.1.1 Construction Inspections.
The construction of the Required Improvements must pass a Neighborhood Services
Department Minimal Acceptable Standard Inspection, a HUD Compliance Inspection and any
other applicable HUD-required inspections during the construction period, along with any
applicable City final inspection approval at the compietion of construction of the Required
Improvements.
6.2 Applicable Laws, Buildin� Codes and Ordinances.
The Plans for the Required Improvements shall (i) conform to all applicable federal, state,
City and local laws, ordinances, codes, rules and regulations, including the CDBG Regulations;
(ii) meet all City building codes, and (iii) cannot deviate from the items approved as part of the
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Fort Worth Housing Solutions — Cowan Place Apartments Page 9
Envit•onmental Review Record required by 24 CFR Part 58 as more particularly described in
Section 7.1 and in Exhibit "A" — Project Summary and Scope of Work.
6.3 Pronertv Standards Durin� Construction.
FWHS understands and agrees to comply with the requirements as relates to City's
property standards as well as all applicable accessibility standards for the Required Improvements.
FWHS understands and agrees and shall comply with the requirements of 24 CFR 570.614 and
Section 504 requirements prescribing standards for the design, construction or alteration of any
buiiding or facility intended to be accessible to the public or which may result in the employment
of handicapped persons therein. If applicable, Developer inust submit Texas Department of
Licensing and Regulation ("TDLR") certificates for compliance with TDLR's accessibility
standat•ds at Completion.
6.4 Lead-Based Paint Requirements.
If applicable, FWHS shall comply with Federal lead-based paint requirements including
lead screening in housing built prior to 1978 in accordance with 24 CFR Part 570.608 and 24 CFR
Part 35, subparts A, B, J, K, M, and R, and the Lead: Renovation, Repair and Painting Project
Final Rule, 40 CFR Part 745, in any construction and/or rehabilitation of the Required
Improvements.
6.5 Approval of Plans by Citv Not Release of Responsibility.
Approval of the Plans by City shall not constitute or be deemed (i) to be a release of the
responsibility or liability of FWHS or any of its subrecipients, architects, contractors,
subrecipients, or subcontractors, or their• respective of�cers, agents, employees and lower tier
subcontractors, for the accuracy or the competency of the Plans, including, but not limited to, any
related investigations, surveys, designs, worlcing drawings and specifications or other related
documents; or• (ii) an assumption of any responsibility or liability by City for any negligent act,
error or omission in the conduct or preparation of any investigation, sui•veys, designs, woricing
drawings and specifications or other related documents by FWHS or any of their architects,
contractors, subrecipients, or subcontractot•s, and their respective officet•s, agents, employees and
lower tier subcontractors.
6.6 Contractor, Vendor, Subrecipient, and Subcontractor Requirements.
FWHS understands and agrees and shall require that Developer use commercially
reasonable effot�ts to ensure that all subcontractors or subrecipients of the CDBG funds utilized for
the construction of the Required Improvements including the general contractor and any of the
genet•al conh�actor's subcontractors, are appropriately licensed and such licenses are maintained
throughout the construction of the Required Improvements. FWHS shall require Developer to
ensure that all subrecipients, subcontractors, or vendors utilized by Developer and Developer's
generai contractor in the construction of the Required Improvements are not debarred or suspended
ft•om performing the contractor's, subcontractor's or vendor's work by the City, the State of Texas,
or the Federai government. FWHS understands and acknowledges that 24 CFR Part 85.35
forbids Developer from hiring or continuing to employ any contractor, subcontractor or
vendor that is listed on the Federal Excluded Parties List System for Award Management,
www.sam.�ov ("SAM"). FWHS shall require that Developer con�rm by search of SAM that all
contractors, subrecipients, subcontractot•s or vendors are not listed as being debarred, both prior
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to hiring and prior to submitting a Reimbursement Request which includes invoices from any
such contractor, subrecipients, subcontractor or vendor. Failure to submit such rp oofs of search
shall be an event of default. In the event that City determines that any contractor, subrecipient,
subcontractor or vendor has been debarred, suspended, or is not properly licensed, FWHS shall
require that Developer and Developer's general contractor iinmediately cause such cont�actor,
subrecipients, subcontractor or vendot• to stop work on the Required Improvements and Developer
shall not be reimbursed for any wot•lc performed by such contractor, subrecipient, subcontractor or
vendor. However, this Section should not be construed to be an assumption of any responsibility
or liability by City for the determination of the legitimacy, quality, ability, or good standing of any
contractor, subrecipient, subcontractor or vendor•. FWHS acicnowledges that the provisions of
this Section pertaining to SAM shall survive the termination of this Contract and be
applicable for the length of the Performance Period.
6.7 Furnish Complete Set of "As Built" Plans.
FWHS acknowledges and agrees to furnish City a complete set of "as built" plans for the
Required Improvements at completion of construction after all �nal approvals have been obtained.
7. ADDITIONAL CDBG REQUIREMENTS.
FWHS understands and agrees to comply with all requirements of the CDBG Program as
stated in the CDBG Regulations, inciuding but not limited to the following:
7.1 Environmental Review.
CDBG Funds will not be paid and costs cannot be incurred until City has conducted and
completed an environmental review and completed an Environmental Review Record as required
by 24 CFR Part 58. The environmental review may result in a decision to proceed with, modify,
or cancel the project. Further, FWHS or any subcontractor ot• subrecipient of the CDBG funds
will not undertalce or commit any funds to physical ot• choice lilniting actions, including if
applicable, property acquisition, demolition, movement, rehabilitation, convelsion, repair or
construction prior to the environmental clearance. Any violation of this Section will (i) cause this
Contract to terminate immediately; (ii) FWHS shall repay City any CDBG Funds received
and forfeit any future payments of CDBG Funds within thirty days of receiving notice from
City; and (iii) FWHS shall pay 10% of the total CDBG Funds included as part of this
Contract to City as liquidated damages within thirty days after notice from the City. The
Parties agree that City's actual damages in the event this Section is violated are uncertain
and would be difficult to ascertain and may include a finding by HUD, a repayment of funds
to HUD by City or otherwise impact the City's CDBG grant or other Federal grant funds.
Therefore, the Parties agree that payment of 10% of the total CDBG Funds by FWHS to
City under this Section is liquidated damages and not a penalty.
7.1.2 Environmental Miti�ation.
FWHS understands and agrees to take, directly or through a subcontractor or subrecipient,
the mitigation actions outlined in Exhibit "A-2" —�nvironmental Mitigation Actions. Failure
to complete the required mitigation action is an event of default under this Contract.
7.2 Contract Not Constitutin� Commitment of Funds.
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Notwithstanding any pt•ovision of this Contract, the Parties agree and acknowledge that
this Contract does not constitute a commitment of CDBG Funds, and that such commitment or
approval may occur only upon satisfactory completion of environmental review and receipt by
City of an authorization to use grant funds fi�om HUD under 24 CFR Part 58 and receipt by City
of a grant agreement from HUD.
7.3 Propertv Standards Durin� Performance Period.
FWHS shail ensure that the ReqLiired Improvements are maintained in good order and
repair and in accordance with all applicable City and HUD property standards for the duration of
the Performance Period, which at a minimum shali be those property standards required by City
codes, the CDBG Regulations, and the Section 504 requirements. FWHS will allow City to malce
on-site inspections upon reasonable prior notice; provided however, City has no obligation to
inspect the premises.
7.4 CDBG Compliance Monitorin�.
7.4.1 FWHS understands and agrees that it wili be subject to monitoring for compliance
with the CDBG Regulations beginning on the effective date of this Contract througli the
Performance Period. FWHS will cause the Developer to provide reports and access to Project files
as requested by City through the Perforinance Period. For purposes of this Contract, this
Performance Period for monitoring for CDBG Regulatoiy compliance is deemed to begin on the
date that the project status is changed to "complete" in IDIS.
7.4.2 Representatives of City, HUD, HUD Office of Inspector General, and the United
States Comptroller General shall have access during t•egular business hours, upon 48 hours prior
notice, to FWHS's offices and records pertaining to the use of the CDBG Funds, and to FWHS's
officeis, directois, agents, employees, contractors, subrecipients, subcontractot•s and vendors for
the purpose of such monitoring.
7.4.3 In addition to other provisions of this Contract regarding ft•equency of monitoring,
City reserves the right to perform desk reviews or on-site monitoring of FWHS's compliance with
the terms and conditions of this Contract. City shall provide FWHS with a written report of the
monitor's findings after each monitoring visit. If the monitoring report notes deficiencies in
FWHS 's performance, the report shall include requirements for the timely correction of said
deficiencies by FWHS. Failure by FWHS to take the action speciiied in the monitoring report may
be cause for suspension or termination of this Contract as provided herein.
7.4.4 Subsections 7.4.1 through 7.4.3 shali be applicable for the Contract term and for 5
years thereafter and shall survive the earlier termination or expiration of this Contract.
7.4.5 FWHS shall provide City annually the results of any state ot• federal monitoring
for the Project. Such t•esuits shall be submitted annually to City with the submission of its annual
audit and financial statements.
7.4.6 This Section 7.4 shall be applicable for the duration of the Performance
Period and shall survive the earlier termination or expiration of this Contract.
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7.5 Compliance with the Uniform Relocation Act.
If applicable, FWHS shall comply or cause compliance with the relocation requireinents
of 24 CFR Pai•t 92.353 and all other• applicable federal and state laws and City ordinances and
requireinents pertaining to relocation.
7.6 Compliance with Davis-Bacon Act.
FWHS shall comply and shall require that Developer and its general contractor and ail
lower tier subcontractors or subrecipients comply with the Davis-Bacon Act as described in
Section 14.14 and Exhibit "H" — Federal Labor Standards Provisions - Davis-Bacon
Requirements.
7.7 FWHS Procurement Standards.
FWHS shall comply, if applicable, and shall requit•e all recipients of the CDBG Funds to
comply with all applicable federal, state and local laws, regulations, and ordinances for making
procurements under• this Contt•act. In addifron to the conflict of interest provisions in Section
14.13.3, FWHS shall establish written procurement procedures to ensure that materials and
services are obtained in a cost-effective manner and that provides for full and open competition.
When procuring materials and services for this Contract, FWHS shall comply at a minimum with
the procurement standards in 2 CFR Part 200.317 through Part 200.326.
7.7.1 Contracts in excess of $10,000.00 made by FWHS or any subrecipient using CDBG
Funds must address termination for cause and convenience including the manner by which such
termination shall be effected and the basis for settlement of the terminated contract, if any, as
required by Appendix II (B), 2 CFR Pat�t 200.
7.7.2 FWHS shall not make any contract with parties listed on the government wide
System for Award Management, www.sam.gov ("SAM"). FWHS shall require by search of
SAM that all contractors paid with CDBG Funds are not listed by SAM as being debarred, both
prior to hiring and prior to submitting a Reimbuisement Request which includes invoices from any
such contractor. Failure to submit such proofs of search shall be an event of default.
7.8 Cost Principles/Cost Reasonableness.
The eligibility of costs incurred for perfoi•mance rendered shall be determined in
accordance 2 CFR Part 200.402 through 2 CFR Pai�t 200.405, as applicable, regarding cost
reasonableness and allocability.
7,9 Financial Mana�ement Standards.
FWHS agrees to comply with 2 CFR Part 200, as applicable. FWHS also agrees to adhere
to the accounting principies and procedures required therein, utilize adequate internal controls, and
maintain necessary supporting and back-up documentation for all costs incurred in accordance
with 2 CFR Part 200.302 and Part 200.303.
7.10 Uniform Administrative Requirements, Cost Principles, and Audit
Requirements.
FWHS shall comply with the Uniform Administrative Requirements, Cost Principles, and
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Audit Requireinents for Federal Awards in 2 CFR Pai•t 200, as applicable, or any reasonably
eguivalent procedures and requirements that City inay reguire.
7.11 Compliance with FFATA and Whistleblower Protections.
FWHS shall provide City with all necessary information for City to comply with the
requirements of 2 CFR 300(b), including provisions of the Federal Funding Accountability and
Transparency Act ("FFATA") governing requirements on executive compensation and provisions
governing whistleblower protections contained in 10 U.S.C. 2409, 41 U.S.C. 4712, 10 U.S.C.
2324, 41 U.S.C. 4304 and 41 U.S.C. 4310.
7.11.1 FWHS shall pi•ovide City its DUNS number pj•ior to the payment of any
Reimbursement Requests.
7.12 Internal Controls.
In compiiance with the t•equirements of 2 CFR Part 200.303, FWHS shall:
7.12.1 Establish and maintain effective internal control over the CDBG Funds that
provides reasonable assurance that FWHS is managing the CDBG Funds in compliance with
federal statutes, regulations, and the terms and conditions of this Contract. These internal controls
shall be in compliance with guidance in "Standards for Internal Control in the Federal
Government" issued by the Comptroller General of the United States or the "Internal Control
Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO");
7.12.2 Comply with federal statutes, regulations, and the terms and conditions of this
Contt•act;
7.12.3 Evaluate and monitor any and all subcontractors' or subrecipients' of the CDBG
Funds compliance with statutes, regulations and the terms and conditions of this Contract,
including FWAI and Developer;
7.12.4 Take prompt action when instances of noncompliance are identified including
noncompliance identi�ied in audit findings; and
7.12.5 Take reasonable measures to safeguard protected personally identifiable
information and other information that HUD or City designates as sensitive or FWHS considers
sensitive consistent with applicable federal, state, local and tribal laws regarding privacy and
obligations of confidentiality.
7.13 Copyri�ht and Patent Ri�hts.
No reports, maps, or other documents produced in whole or in part under this Contract shall
be the subject of an application for copyright by ot� on behalf of FWHS or any subcontractor or
subrecipient of the CDBG Funds. HUD and City shall possess all rights to invention or discovery,
as well as rights in data which may arise as a result of FWHS or any subcontractor's or
subrecipient's performance under this Contract, the FWAI Subrecipient Agreement, or the
Developer Loan Documents.
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Fort Worth Housing Solutions — Cowan Place Apartments Page 14
7.14 Terms Applicable to Contractors, Subcontractors, Subrecipients and
Vendors.
FWHS understands and agrees that ail terms of this Contract, whether regulatoiy or
otherwise, shall apply to each contract, loan, or other documents t•elated to the transfer, payment,
or loan of the CDBG Funds, including the FWAI Subrecipient Agreement, Developer Loan
Documents, any and all contractors, subcontractoi�s, subrecipients, and vendors of FWHS which
are in any way paid with CDBG Funds or who pet•form any work in connection with the Project.
FWHS shall cause all applicable provisions of this Contract to be included in and made a part of
any contract or subcontt•act executed in the performance of its obligations hereunder, including its
obligations regarding the performance t•equirements, City requirements listed herein, and the
CDBG Regulations during the Performance Period (collectively the "Obligations"). FWHS shall
monitor the services and woric performed by its contractors, subrecipients, subcontractors and
vendors on a regular basis for compliance with the Obligations. FWHS shall be responsible and
obligated to cure all violations of the Obligations committed by its contractors, subcont�actois,
subrecipients, or vendors. City maintains the right to insist on FWHS's full compliance with the
terms of the Obligations and FWHS shall be responsible for• such coinpliance regardless of whether
actions to fulfill the Obligations are taken by FWHS or by FWHS' contractois, subcontractors,
subrecipients, or vendors. FWHS acknowledges that the provisions of this Section shall
survive the earlier termination or expiration of this Contract and be applicable for the length
of the Performance Period.
7.15 Pavment and Performance Bonds.
FWHS shall require that Developer furnish City with payment and performance bonds in
the total amount of the construction cost in accordance with the requirement of 2 CFR Part
200.325. At City's discretion other forms of assurance, including a guarantee from Developer or
other parties on Developer's behalf, may be acceptable so long as such assurance meets the
requirements of the CDBG Regulations.
7.16 Conflict of Interest Disclosure.
In accordance with the requirements of Section 14.13.2.1 and 14.13.4, FWHS shall
establish conflict of interest policies for federal awards. FWHS shall disclose to City in writing
any potential conflict of interest.
7.17 Lead Safe Housin� Rule.
If appiicable, FWHS will ensure compliance with the Lead Safe Housing Rule at 24 CFR
Part 35, as appiicable. This includes but is not limited to Provision of Lead Hazard Information
pamphiet, use of Lead Certified contractors, use of Lead-Safe work practices, and clearance of the
wot•k site, as applicable to the age of the housing unit and the extent of rehabiiitation. FWHS shall
certify that work affects only "de minimus" areas as appropriate to specific sites. FWHS shall
submit EXHIBIT "J" — Lead Safe Hazard Certification to City when appropriate.
8. RECORD KEEPING, REPORTING AND DOCUMENTATION
REQUIREMENTS; AUDIT.
8.1 Record Keepin�.
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FWHS shall maintain a i-ecord-keeping systeir� as part of its performance of this Contract
and shall promptly provide City with copies of any docuinent City deems necessaiy for the
effective ful�llment of City's monitoring and evaluation responsibilities. Specifically, FWHS will
keep or� cause to be kept an accurate record of all actions taken and aii funds spent, with supporting
and back-up doculnentation. FWHS wiil maintain all records and documentation r•elated to this
Contract for 5 yeais after the tertnination or expiration of the Performance Period or the Contract,
whichever is later ("Access Period"). If any claim, litigation, or audit is initiated related to this
Contract or the Project before the expiration of the 5-year period, the records must be retained untii
all such claims, litigation or audits have been resolved.
8.1.2 Access to Records.
City, HUD and any duly authorized officials of the federal government will have full access
to, and the right to examine, audit, excerpt and/or transcribe any of FWHS's records pertaining to
all matters covered by this Contract throughout the Access Period. Such access shall be during
regular business hours and upon at least 48 hours' prior notice.
8.2 Reports.
FWHS shall subinit to City or cause to be submitted to City, all reports and documentation
described in this Contract in such form as City may prescribe, which may also include a final
performance and/or �nal financial report if required by City at the termination of this Contract in
such form and within such times as City may presct•ibe. Failure to submit or to cause submission
any report or documentation to City required by this Contract or the Developer Loan
Documents shall be an event of default and City may exercise all of it remedies for default
under this Contract or the Developer Loan Documents. City shall not exet•cise its rights
hereunder for default until its gives FWHS 45 days' notice of such failure and FWHS has failed to
cure such default.
8.2.1 AdditionalInformation.
FWHS shall provide and require that FWAI or Developer provide City with additional
information as may be required by federal or state agencies to substantiate CDBG activities and/or
expenditure eligibility.
8.3 Chan�e in Reportin� Requirements and Forms.
City retains the t•ight to change reporting requirements and forms at its reasonable
discretion. City will notify FWHS in writing at least 30 days prior to the effective date of such
change, and the Parties shall execute an amendment to the Contt•act reflecting such change, if
necessary.
8.4 City Reserves the Ri�ht to Audit.
City reserves the t•ight and FWHS agrees for City to perform an audit of FWHS' project
operations and finances at any time during the term of the Access Period, if City deteimines that
such audit is necessaly for City's compliance with the CDBG Regulations or other City policies.
FWHS further agrees to allow access to all pertinent materials as described herein. If such audit
reveals a questioned practice or expenditure, FWHS shall require that such questions must be
resolved within 15 Business Days after notice to FWHS of such questioned practice or expenditure.
If questions are not t�esolved within this period, City reserves the right to withhold furthei• funding
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Fort Worth Housing Solutions — Cowan Place Apartments Page 16
under this Contract and/or other contract(s) with FWHS or FWHS' af�liates. IF AS A RESULT
OF ANY AUDIT IT IS DETERMINED THAT FWHS OR ANY SUBCONTRACTOR,
SUBR�CIPIENT, OR V�NDOR OF FWHS HAS FALSIFIED ANY DOCUMENTATION
OR MISUSED, MISAPPLIED OR MISAPPROPRIATED CDBG FUNDS OR SPENT
CDBG FUNDS ON ANY INELIGIBLE ACTIVITIES, FWHS AGREES TO REIMBURSE
CITY THE AMOUNT OF SUCH MONIES PLUS THE AMOUNT OF ANY SANCTIONS,
PENALTY OR OTHER CHARGE LEVIED AGAINST CITY BY HUD BECAUSE OF
SUCH ACTIONS.
8.4.1 Entities that Expend $750,000 or more in Federal Funds Per Year.
All non-federal entities that expend $750,000 or more in federal funds within 1 year,
regardless of the source of the federal award, must submit io City an annual audit prepared in
accordance with speciiic reference to 2 CFR Part 200.501 through Part 200.521. If applicable, the
audit shall cover FWHS's fiscal years during which this Contract is in force. The audit must be
prepared by an independent certified public accountant, be completed within 6 months following
the end of the period being audited and be submitted to City within 30 days of its completion.
FWHS's audit cei�tification is attached hereto as EXHIBIT "D" —"Audit Certiiication Form"
and "Audit Requirements". The Audit Certification Form must be submitted to City prior to
or with the first Reimbursement Request. Entities that expend less than $750,000 a year in federal
funds are exempt fi�om federal audit requirements for that year, but records must be available for
review or audit by appropriate of�cials of the federal agency, City, and General Accounting Office.
9. REIMBURSEMENT REQUIREMENTS.
FWHS shall provide City with Complete Documentation and the following repor�ts as
shown in Exhibit "F" — Reimbursement Forms with each Reiinbut•sement Request:
9.1 Attachment I — Invoice.
This report shall contain the amount requested for reimbursement in the submitted request,
and the cumulative reimbursement requested to date (inclusive of the current request). This report
must be signed by an authorized signatory of FWHS. By signing Attachment I, FWHS is
certifying that the costs are valid, eligible, and consistent with the terms and conditions of this
Contract, and the data contained in the report is true and correct.
9.2 Attachment II — Expenditure Worlcsheet.
This report shall itemize each expense requested for reimbursement by FWHS. In order
for this report to be complete the following must be submitted:
9.2.1 Invoices for each expense with an explanation as to how the expense pertains
to the project, if necessaty;
9.2.2 Conditional and unconditional lien releases, as appropriate, from 1 St tier
subcontractors; and
9.2.3 Proof that each expense was paid by Developer, which proof can be satisfied
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Fort Worth Housing Solutions — Cowan Place Apartments Page 17
by cancelled checics, wire transfer doculnentation, paid receipts or other appropriate banlcing
documentation.
9.3. Deadline for Submittin� Reimbursement Requests.
All Reimbursement Requests along with Complete Documentation shail be submitted by
FWHS to City within 60 days from each of the deadlines as shown in Exhibit "C" — Construction
and Reimbursement Schedule.
9.3.1 CITY SHALL HAVE NO OBLIGATION TO PAY ANY
REIMBURSEMENT FtEQUEST THAT IS NOT I2ECEIVED WITHIN 60 CALENDAR
DAYS OF THE DEADLINES SHOWN IN EXHIBIT "C" — CONSTRUCTION AND
REIMBURSEMENT SCHEDULE. In addition, FWHS' failure to timely submit
Reimbursement Requests and Complete Documentation along with any required reports
shall be an event of default.
9.3.2 CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT ON
ANY I2EIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 30
CALENDAR DAYS OF THE COMPLETION DEADLINE.
9.3.3 Final Payment.
Final payment will not be made until City has verified that FWHS has met the
National Objective and that Required Improvements are complete at the time of such
Reimbursement Request.
9.4 Withholdin� Pavment.
9.4.1 FWHS acknowledges that CITY SHALL WITHHOLD PAYMENT ON ANY
REIMBURSEMENT REQUEST THAT DOES NOT INCLUDE THE REQUIRED
COMPLETE DOCUMENTATION. City shall notify FWHS when it is withholding
payment due to lack of required complete documentation within 10 Business Days of
making such determination.
9.4.2 FINAL REIMBURSEMENT SHALL NOT BE MADE UNTIL ALL
LIENS ARE RELEASED TO CITY'S REASONABLE SATISFACTION.
9.5 Timing of Payment.
Provided that FWHS submits Complete Documentation in conformance with the
requirements of this Contract and the CDBG Regulations, City will reimburse FWHS for eligible
expenses within 30 calendar days.
10. Intentionally Omitted.
11. DEFAULT AND TERMINATION.
11.1 Failure to Be�in or Complete the Required Improvements.
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11.1.1 Failure to begin construction on the Requit•ed Improvelnents within 3 months
of the execution of this Contract shali result in the Contract automatically terminating without
fut�ther warning or opportunity to cure, and with no penalty or liability to City.
11.1.2 FWHS acknowledges that if City determines that the Required Improvements
were not completed by the Compietion Deadline (as may be modified in accordance with Section
14.19) or have failed to pass any of the inspections described in Section 6.1.1 (or to pi�omptly
correct any noted deficiency and subsequently pass such inspection), within 45 calendar days
following written notice by City (or such other longer notice period as may be specified herein),
or if Developer has diligently and continuously attempted to cut•e following receipt of such written
notice but reasonably required more than 45 calendar days to cure, as determined by both Parties
mutually and in good faith, City shall have the right to terminate this Contract with no penalty or
liability to City, with such terinination to be effective immediately upon written notice. City shall
also be entitled to demand repayment of the CDBG Funds fi�om FWHS to be paid within 30 days'
after receiving such demand and enforce any of the provisions of the Developer Loan Documents
for default.
11.2 Failure to Submit Complete Documentation Durin� Construction.
11.2.1 FWHS acknowledges that if FWHS fails to submit all applicable Complete
Documentation dut•ing constiuction of the Required Impr•ovements in accordance with Exhibit
"C" — Construction and Reimbursement Schedule, or if any report or documentation submitted
as part of Complete Documentation is not in compliance with this Contract or the CDBG
Regulations as determined by City, City will notify FWHS in writing and FWHS will have 15
calendar days from the date of the written notice to submit or resubmit any such report or
documentation. FWHS acknowledges that if FWHS fails to submit or resubmit any such report or
documentation within such time, City shall have the right to withhold payments. If such failure
continues for an additional 30 days (a total of 45 days) City shall have the right to terminate
this Contract effective immediately upon written notice of such intent with no penalty or
liability to City and may demand repayment of all CDBG funds disbursed to be repaid to
City by FWHS within 30 days of receipt of such notice. FWHS acicnowledges that
notwithstanding anything to the contrary herein, City will not be requit�ed to pay any CDBG Funds
to FWHS during the period that any such report or documentation is not in compliance with this
Contract or the CDBG Regulations.
11.2.2 If any of FWHS's Reimbut•sement Requests are incomplete ot• otherwise not in
compliance with this Contract or CDBG Regulations as determined by City, FWHS shall be in
default of this Contract. City will notify FWHS in writing of such default and the FWHS will have
15 calendar days from the date of the written notice to resubmit any such Reimbursement Request
to cure the default. If the FWHS fails to cure the default within such time, FWHS shall forfeit any
payments otherwise due under such Reimbursement Reguest. If such failure to resubmit such
Reimbursement Request continues for an additional 30 days (a totai of 45 days), the City shall
have the right to terminate this Contract effective immediately upon written notice of such
intent with no penalty or liability to City and may demand repayment of all CDBG funds
disbursed to be repaid to City by FWHS within 30 days of receipt of such notice.
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Fort Worth Housing Solutions — Cowan Place Apartments Page 19
Notwithstanding anything to the contraly herein, City will not be required to pay any CDBG Funds
to FWHS during the period that any such Reimbursement Request is not in compliance with this
Contract or the CDBG Regulations.
11.2.3 FWHS acknowledges that in the event of more than 3 instances of uncured
default under Sections 11.2.1 or 11.2.2 which have a material adverse impact on the project,
City reserves the right at its sole option to terminate this Contract effective immediately upon
written notice of such intent with no penalty or liability to City.
11.2.4 FWHS acicnowledges that notwithstanding anything to the contrary herein, City
will not be required to pay any CDBG Funds to FWHS during the period that any Reimbulsement
Requests, reports or documentation are past due or are not in compliance with this Contract or the
CDBG Regulations, or during any period during which FWHS is in default of this Contract.
11.2.5 FWHS acknowledges that in the event of termination under this Section 11.2,
all CDBG Funds awarded but unpaid to FWHS puisuant to this Contract shali be ilninediately
forfeited and FWHS shall have no fut�ther right to such funds. FWHS acknowiedges and agrees
that any CDBG Funds already paid to FWHS must be repaid to City by FWHS within 30 days of
receipt of the notice of termination under this Section. Failure to repay such CDBG Funds will
result in City exercising all legal remedies available to City under this Contract and the
Developer Loan Documents. For ciarification, the defaults and related remedies set out in this
Section 11.2 are not intended to arise fi�om mathematical errors or other minor defects in a
Reimbursement Request.
11.3 Failure to Maintain or Submit Required Reports and Documentation
Durin� Performance Period.
If FWHS fails to maintain all records and documentation as required in Section 9, or fails
to submit any report or documentation required by this Contt•act after the Required Improvements
are compieted, or if the maintained or submitted report or documentation is not in compliance with
this Contract or the CDBG Regulations as determined by City, City will notify FWHS in writing
and the FWHS will have 45 calendar days fi•om the date of the written notice to obtain or recreate
the missing records and documentation, or submit or resubmit any such report or documentation
to City. If FWHS fails to maintain the required repoi�ts or documentation, or submit or resubmit
any such report or documentation within such time, City shall have the right to terminate this
Contract effective immediately upon written notice of such intent with no penalty or liability to
City. In the event of termination under this Section 11.3, any CDBG Funds paid to FWHS must
be repaid to City within 30 days of teimination under this Section, or at City's election FWHS
must repay City in accordance with the provisions of Section 5.3.2. Failure to repay will result in
City exercising all legal remedies available to City under this Contt•act and the Developer Loan
Documents.
11.4 In General.
11.4.1 FWHS acknowledges that subject to Sections 1 l,l, 11.2 and 11.3, and unless
speci�ically provided otherwise in this Contract, FWHS shall be in default if FWHS breaches any
term or condition of this Contract or if any assignee, contractor, subcontractor, subrecipient, or
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Fort Worth Housing Solutions — Cowan Place Apartments Page 20
vendor violates the Obligations. In the event that such a breach remains uncured after 45 calendar
days following written notice by City (or such other longer notice period as may be speci�ed
herein), or if FWHS has diligently and continuousiy attempted to cure following receipt of such
written notice but reasonably required more than 45 calendar days to cure, as determined by both
Parties mutually and in good faith, City shall have the right to elect, in City's sole discretion, to (i)
extend FWHS's, time to cure, (ii) terminate this Contract effective immediately upon written
notice of such intent to FWHS, or (iii) pursue any other legal remedies availabie to City, which
includes any actions necessary in the Developer Loan Documents.
11.4.2 FWHS acicnowledges that City's i•emedies include but are not limited to:
11.4.2.1 Direct FWHS or Developer, in City's sole discretion, to prepare and
follow a schedule of actions for carrying out the affected activities,
consisting of schedules, timetables and milestones necessat•y to
implement the affected activities.
11.4.2.2 Direct FWHS or Developer, in City's sole discretion to establish and
follow a management plan that assigns responsibilities for cariying
out the remedial activities.
11.4.2.3 Cancel or revise activities lilcely to be affected by the performance
deficiency before expending CDBG Funds for the activities.
11.4.2.4 Reprogram CDBG Funds that have not yet been expended from
affected activities to other eligible activities oi- withhold CDBG
Funds.
11.4.2.5 Direct FWHS or Developer, in City's sole discretion to reimburse
City in the amount of CDBG Funds.
11.4.2,6 Suspend reimbursement of CDBG Funds for affected activities.
11.4.2.7 Any other appropriate action including but not limited to any
remedial action legally availabie such as declaratory judgment,
specific performance, damages, temporary or permanent
injunctions, termination of this Contract or any other contracts with
FWHS or its affiliates, and any other available remedies.
11.4.3 FWHS acknowledges that in the event of termination under this Section 11.4,
all CDBG Funds awarded but unpaid to Developer pursuant to this Contract shall be immediately
rescinded and FWHS shall have no further right to such funds and any CDBG Funds already paid
to FWHS must be repaid by FWHS to City, within 30 days of termination. Failure to repay such
CDBG Funds will result in City exercising all legal remedies available to City under this
Contract and the Developer Loan Documents.
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11.5 No Funds Disbursed While in Breach.
FWHS acknowledges and agrees that no CDBG Funds will be paid to FWHS until all
defaults are cured to City's satisfaction.
l 1.6 No Compensation After Date of Termination.
FWHS aclalowledges that in the event of termination, FWHS shall not receive any CDBG
Funds in compensation for worlc undertalcen after the date of termination.
11.7 Ri�hts of City Not Affected.
FWHS acknowledges that termination shall not affect or terminate any of the existing rights
of City against FWHS, or which may thereafter accrue because of such default, and this section
shail be in addition to any and ali other rights and remedies available to City under the law and
various loan documents including, but not limited to, compelling FWHS to complete the Required
Improvements in accot•dance with the terms of the Contract. Such termination does not terminate
any applicable provisions of this Contract that have been expressly noted as surviving the term or
termination of this Cont�•act. No delay or omission by City in exercising any right or remedy
available to it under this Contract shall impair any such right or remedy or constitute a waiver or
acquiescence in any FWHS default.
11.8 Waiver of Breach Not Waiver of Subsequent Breach.
The waiver of a breach of any term, covenant, or condition of this Contract or the various
loan documents shall not operate as a waiver of any subsequent breach of the same or any other
term, covenant or condition hereof.
11.9 Civil, Criminal and Administrative Penalties.
FWHS acknowledges that failure to perform all the Contract terms or terms in the various
loan documents may result in civil, criminal or administrative penalties, including, but not limited
to those set out in this Contract and the various loan documents.
11.10 Termination for Cause.
ll.10.1 FWHS acicnowledges that City may terminate this Contract in the event of
default under this Contract or the various loan documents, inability or failure to perform, subject
to notice, grace and cure periods. In the event City terminates this Contract for cause, all CDBG
Funds awarded but unpaid to FWHS pursuant to this Contract shall be immediately rescinded and
FWHS shall have no further right to such funds and any CDBG Funds already paid to FWHS must
be repaid to City by FWHS within 30 calendar days of termination. Failure to repay such CDBG
Funds will result in City exercising all legal remedies available to City under this Contract and/or
the various loan documents. FWHS acknowledges and agrees that IF CITY TERMINATES
THIS CONTRACT FOR CAUSE, NEITHER FWHS NOR ANY AFFILIATES OF FWHS
SHALL BE CONSIDERED FOR ANY OTHER CITY CONTRACT FOR CDBG FUNDS
FOR A MINIMUM OF 5 YEARS FROM THE DATE OF TERMINATION. This provision
shall not apply to the Investor.
11.10.2 FWHS may terminate this Contract if City does not provide the CDBG Funds
substantially in accordance with this Contract. In such event, the termination of the Contract shall
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have the effect of returning the Parties to their respective circumstances as existed prior to the
execution of this Contract, and no terms or obligations shall suivive the date of termination,
including but not limited to, reporting, inspections or the Affordability Period.
11.11 Termination for Convenience.
In terminating in accordance with 2 CFR 200, Appendix II, this Contract may be terininated
in whole or in part only as follows:
11.11.1 By City with the consent of FWHS in which case the Pai�ties sha11 agree upon
the termination conditions, including the effective date and in the case of partial termination, the
poi-tion to be terminated; or
11.11.2 By FWHS with consent of Developer upon written notification to City setting
forth the reasons for such termination, the effective date, and in the case of partial termination, the
portion to be terminated. In the case of a partial termination, City may terminate the Cont�act in
its entirety if City determines in its sole discretion that the remaining portion of the Contract to be
performed or CDBG Funds to be spent will not accomplish the purposes for which this Contract
was made.
11.12 Dissolution of Developer Terminates Contract.
FWHS acknowledges that in the event that FWAI, or Developer is dissolved or ceases to
exist, this Contract shall terminate, at the sole option of City. In the event of termination under
this Section, all CDBG Funds are subject to repayment as required herein and/or City may
exercise all of its remedies under this Contract and the various loan documents.
11.13 Reversion of Assets.
FWHS acicnowledges that in the event this Contract is terminated with or without cause by
either party, all tangible personal property owned by FWHS or any contractors, subcontractors,
subrecipients, or vendors that was acquired or improved with the CDBG Funds included but not
limited to plans, dt•awings, sw•veys, renderings, construction documents and any othet• personal
property shall belong to City and shall automatically transfer to City or to such assignees as City
may designate, subject to the rights of any senior lender.
11.14 Notice to Investor of Default.
City shall fiu•nish Investor with notice of any default under this Contract or any of the loan
documents.
11.15 Non-Appropriation of Funds.
In the event no funds or insufficient funds are appropriated by City in any fiscal period
for any payments due hereunder, City will notify FWHS of such occurrence and this Agreement
will terminate on the last day of the �scal period for which appropriations were t•eceived without
penalty or expense to City of any kind whatsoever, except as to the portions of the payments
herein agreed upon for which funds have been appropriated.
11.16 Dissolution of FWHS Terminates Contract.
FWHS acknowiedges that in the event FWHS is dissolved or ceases to exist, this Contract
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Fort Worth Housing Solutions — Cowan Place Apartments Page 23
shall terininate. In the event of terinination under this Section, all CDBG Funds are subject to
repayment and/or City may exercise ail of its remedies under this Contract and the Loan
Documents.
11.17 Cross Default.
FWHS acknowledges and agrees that in the event that any of its subcontractors,
subrecipients, contractors, or vendors defaults on any contract, agreement, or other binding
docuinent by failing to comply with the Obligations, subject to any cure periods approved by City,
City may terminate this contract without any liability or penalty, and FWHS shall have no further
right to any CDBG Funds. Further, City may demand repayment from FWHS of any CDBG Funds
already paid to FWHS and such t•epayment must occur within 30 days from the date of the deinand.
12. REPAYMENT OF FUNDS.
FWHS acknowledges that all CDBG Funds are subject to repayment in the event the
project does not meet the requirements as set out in this Contract or in the CDBG Regulations.
FWHS agrees that if FWHS or any contractor, subcontractor, subrecipient, or vendor takes
any action that results in City being required to repay all or any portion of the CDBG Funds
to HUD, FWHS agrees it will reimburse City for the full amount of such repayment within
thirty days of such notice. FWHS further agrees that if FWHS or any contractor,
subcontractor, subrecipient, or vendor talces any action that results in City receiving a
finding from HUD about the project, whether or not repayment to HUD is required of City,
FWHS agrees it will pay City 10% of the CDBG Funds as liquidated damages. FWHS agrees
that City's damages in the event of either repayment to HUD being required or receiving a
finding from HUD are uncertain and would be difiicult to ascertain and may include an
impact on City's CDBG grant or other Federal grant funds, in addition to a finding by HUD
or a repayment of funds to HUD by City; therefore, the Parties agree that payment under
this Section of 10% of the CDBG Funds by FWHS to City is liquidated damages and not a
penalty.
13. MATERIAL OWNERSHIP CHANGE.
FWHS acknowledges that, except as provided in the Developer Loan Documents and
transfeis in accordance with Developer's First Amended and Restated Partneiship Agreement, as
may be amended and restated from time to time to admit Investor or other pat�tners, or otherwise
with City consent, if ownership of FWAI or Developer materially changes after the date of this
Contract, City may, but is not obligated to, terminate this Contract. FWHS acknowledges that
City has 30 days to make such determination after receipt of notice from FWHS, FWAI, or
Developet• and failure to make such determination in that time period will constitute a waiver.
FWHS acknowledges that in the event of termination under this Section 13, all CDBG Funds
awarded but not yet paid to FWHS pursuant to this Contract shall be immediately rescinded and
FWHS shail have no further right to such funds, and any CDBG Funds already paid to FWHS
must be repaid to City within 30 days of termination under this Section in accordance with the
terms of this Contract. Notwithstanding anything to the contrary contained herein, the City
approves the assumption of the Developer Loan by FWHS, or its designated affiliate, in the event
the right of �ist refusal is exercised by FWHS, or its designated afiiliate, in accordance with the
Developer's Partnership Agreement.
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14. GENERAL PROVISIONS.
14.1 FWHS an Independent Contractor.
FWHS shall operate hereunder as an independent contractor and not as an officer, agent,
servant or employee of City. FWHS 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 of�cers, members, agents,
servants, employees, contractors, subcontractors, subrecipients, vendors, tenants, clients, licensees
or invitees.
14.2 Doctrine of Respondeat Superior.
FWHS acknowledges that the doctrine of respondeat superior shall not apply as between
City or FWHS, any offcers, members, agents, servants, employees, contractors, subrecipients,
subcontractot•s, vendors, tenants, licensees or invitees. FWHS agrees that nothing herein shall be
construed as the creation of a partnership or joint enterpi•ise between City oi• FWHS. It is further
undeistood that City shall in no way be considered a Co-employer or a Joint employer of FWHS
or any officeis, agents, servants, employees, subrecipients, or subcontractor of FWHS. Neither
FWHS, nor any officers, agents, seivants, employees, subrecipients, or subcontractor of FWHS
shall be entitled to any employment benefts fi•om City. FWHS shall be responsible and liable for
any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents,
servants, employees, subrecipients, or subcontractor. City does not have the legal right to control
the details of the taslcs performed hereunder by FWHS, its officeis, membeis, agents, employees,
contractors, subrecipients, subcontractors, vendors, licensees or invitees.
14.3 FWHS Propertv.
City shail under no circumstances be responsible for any property belonging to FWHS, its
officers, members, agents, employees, contractors, subrecipients, subcontractois, vendors, tenants,
clients, licensees or invitees that may be lost, stolen or destroyed or in any way damaged and TO
THE EXTENT PERMITTED BY APPLICABLE LAW, FWHS HEREBY INDEMNIFIES
AND HOLDS HARIVILESS CITY AND ITS OFFICERS, AGENTS, AND EMPLOYEES
FROM ANY AND ALL CLAIMS OR SUITS PERTAINING TO OR CONNECTED WITH
SUCH PROPERTY, SAVE AND EXCEPT THOSE ARISING OUT OF THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF THE CITY, ITS OFFICERS, AGENTS
OR EMPLOYEES.
14.4 Reli�ious Or�anization.
FWHS acknowledges that no portion of the CDBG Funds shall be used in support of any
sectarian or religious activity. In addition, there must be no religious or membet•ship criteria for
clients of a CDBG-funded activity.
14.5 Venue.
FWHS acknowledges
that Venue for any action, whether real or asserted, at law or in
equity, arising out of the execution, performance, attempted performance or non-performance of
this Contract or the loan documents, shall lie in Tarrant County, Texas.
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14.6 Governin� Law.
FWHS acknowledges and shall requit•e FWAI and Developet• to acicnowledge that this
Contract shall be governed by and construed in accordance with the laws of the State of Texas. If
any action, whether real or asserted, at law or in equity, arises out of the eXecution, performance
or non-performance of this Contract or on the basis of any provision herein, for any issue not
governed by federal law, the choice of law shail be the laws of the State of Texas.
14.7 Severabilitv.
The provisions of this Contract are severable, and, if for any t•eason a clause, sentence,
paragraph or other part of this Contract shall be determined to be invalid by a court or Federai or
State agency, board or commission having jurisdiction over the subject matter thereof, such
invalidity shall not affect other provisions which can be given effect without the invalid provision.
14.8 Written A�reement Entire A�reement.
This written instrument and the Attachments and Exhibits attached hereto, which are
incorporated by reference and made a part of this Contract for all purposes, constitute the entire
agreement by the Parties concerning the work and services to be performed under this Contt•act.
Any prior or contemporaneous oral or written agreement which purports to vaiy the terms of this
Contract shall be void. Any amendments to the terms of this Contract must be in writing and
executed by the Parties.
14.9 Para�raph Headin�s for Reference Only, No Le�al Si�niiicance; Number
and Gender.
The pat•agraph headings contained herein are for convenience in reference to this Contract
and are not intended to define ot� to limit the scope of any provision of this Contract. When context
requires, singular nouns and pronouns include the plural and the masculine gender shall be deemed
to include the feminine ot• neuter and the neuter gender to include the masculine and feminine.
The words "include" and "including" whenever used herein shall be deemed to be followed by the
words "without limitation".
14.10 Compliance With Ali Applicable Laws and Re�ulations.
FWHS agrees to comply fully with all applicable laws and regulations that are currently in
effect or that are hereafter amended during the term of this Contract and throughout the
Performance Period. Those laws include, but are not limited to:
➢ CDBG Regulations found in 24 CFR Part 570.
➢ Title I of the Housing and Community Development Act of 1974, as amended, (42
USC 5301 etseq.)
➢ Title VI of the Civil Rights Act of 1964 (42 U.S.C. Sections 2000d et seq.) including
provisions requiring recipients of federai assistance to ensure meaningful access by
person of limited English proficiency
➢ The Fair Housing Act, Titie VIII of the Civil Rights Act of 1968 (42 U.S.C. Sections
3601 et seq. )
➢ Executive Orders 11063, 11246 as amended by 11375 and 12086 and as supplemented
by Department of Labor regulations 41 CFR, Part 60
➢ The Age Discrimination in Employment Act of 1967
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➢ 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 and Environmental Protection Agency Regulations at 40 CFR Part 15. In
no event shall any amount of the assistance provided under this Contract be utilized
with respect to a facility that has given rise to a conviction under the Clean Air Act or
the Clean Watet• Act.
➢ Immigration Reform and Control Act of 1986 (8 U.S.C. Sections ll01 et seq.)
speci�cally including the provisions requiring employer verifications of legal status of
its employees
➢ The Americans with Disabilities Act of 1990 (42 U.S.C. Sections 12101 et seq.), the
Architectural Barriers Act of 1968 as amended (42 U.S.C. sections 4151 et seq.) and
the Uniform Federal Accessibility Standards, 24 CFR Part 40, Appendix A
➢ Regulations at 24 CFR Part 87 related to lobbying, including the requirement that
certifications and disclosures be obtained fi�om 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(e) pei�taining to restrictions on
participation by ineligible, debarred or suspended pet•sons or entities
➢ Section 6002 of the Solid Waste Disposal Act, as amended by the Resource
Conservation and Recovery Act
➢ Guidelines of the Environmental Protection Agency at 40 CFR Part 247
➢ For contracts and subgrants for construction or repair, Copeland "Anti-Kickback" Act
(18 U.S.C. 874) as supplemented in 29 CFR Part 5
➢ For construction contracts in excess of $2,000, and in excess of $2,500 for other
contracts which involve the employment of inechanics or laborers, Sections 103 and
107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327A 300) as
supplemented by 29 CFR Pai�t 5
➢ Section 3 of the Housing and Urban Development Act of 1968, and implementing
regulations related to housing and community development financiai assistance at 24
CFR Part 75
➢ Lead-Based Paint Poisoning Pt•evention Act (42 U.S.C. 4801 et seq.), as amended by
the Residential Lead-Based Paint Hazard Reduction Act of 1992 (42 U.S.C. 4851 et
seq.) and implementing regulations at 24 CFR Part 35, subpat-ts A, B, M, and R
➢ Uniform Administrative Requirements, Cost Principles, and Audit Requirements for
Federal Awards, 2 CFR Part 200 et seq.
➢ Federal Funding Accountability and Transparency Act of 2006, (Pub.L. 109-282, as
amended by Section 6205(a) of Pub.L. 110-252 and Section 3 of Pub.L. 113-101)
➢ Federal Whistieblower Regulations, 10 U.S.C. 2409, 41 U.S.C. 4712, 10 U,S.C. 2324,
41 U.S.C. 4304 and 41 U.S.C. 4310.
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14.11 HUD-Assisted Proiects and Emplovment and other Economic
Opportunities; Section 3 Requirements.
14.1 l.l Requirement to be included in Construction Contracts.
As mandated by Section 3 of the Housing and Urban Development Act of 1968 and
its related regulations at 24 CFR Part 75, FWHS shall ensure that Developer and Project
Construction Contractors shall, to the greatest extent feasible, provide employment opportunities
to ]ow and moderate income workers and to low and moderate income residents of the Project
Service Area and to businesses owned by or employing low and moderate income workers, as
further defined and described in the Sections below.
14.11.2 Section 3 Definitions
14.11.2.1 Section 3 Worker means either a) a worker whose income is below
the income established by HUD for Section 3 compliance, which is 80% of the area median
income, or b) a worlcer that is employed by a Section 3 Business.
14.11.2.2 Targeted Section 3 Wot•kei• means a worl<er that lives within the
Project Service area and also meets the definition of a Section 3 Worker.
14.11.2.3 Section 3 Business means a business that meets one of the following
conditions: a) is at least 51% owned by low or moderate income persons; b) has had over 75°/o of
its labor hours performed over the last the months by low or moderate income peisons; or c) is at
least 51% owned by public housing residents or residents that currentiy live in Section 8-assisted
housing.
14.11.2.4 Project Service Area means the geographic area within one mile of
the Project Site which includes 5000 population, or the geographic area at•ound the Project Site
which is lat•ge enough to include 5000 residents, as represented on Section 3 P►•oject Service Area
Map attached as Exhibit I-1 to this Contract.
14.11.3 FWHS' Responsibilities for Section 3 Requirements.
City and FWHS undeistand and agree that compliance with the provisions of
Section 3, the regulations set forth in 24 CFR Part 75, and all applicable rules and orders of HUD
shall be a condition of the federal financial assistance provided to the project binding upon City
and FWHS, and their respective successois, assigns, contractors and subcontractors. It is further
agreed that FWHS shall require Developer to compiy with this section 14.11. Failure to fulfill
these requirements shali subject FWHS and/or Developer and its contractors and subcontractors
and theit• 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
75. FWHS and Deveioper's t•esponsibilities for fulfilling Section 3 requirements include:
14.11.3.1 Implementing procedures to notify potential Section 3 Workers and
Section 3 Businesses about trainin�, employment, and contracting
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opportunities generated by this Project Contract;
14.11.3.2 Notifying potential contractols working on Section 3 covered
projects of their responsibilities;
14.11.3.3 Facilitating the training and employment of Section 3 Worlceis and
the award of contracts to Section 3 Businesses;
14.11.3.4 Assisting and actively cooperating with the Neighborhood Set•vices
Department in making contractois and subcontractors comply;
14.11.3.5 Documenting actions talcen to comply with Section 3; and
14.11.3.7 Submitting Section 3 Reports to the City as further described below.
14.11.4 Section 3 Reportin� Requirements.
In order to comply with the Section 3 requireinents, FWHS and Developer must:
14.11.4.1 Report to the City within 30 days of award of the prime construction
contract, and regularly thereafter, the names, hout•ly wages, hours
worked, and related required information for all nonprofessional
worlcers worlcing on the Project, as shown on Exhibit G-1. This
information must be reported through City's designated Section 3
and Davis-Bacon reporting software. These reports shall be
submitted monthly, or with each construction draw request.
14.11.4.2 Reguire the Prime Contractor and all subcontractors to provide the
information required by Exhibit G-1 via the City's designated
Section 3 reporting software.
14.11.4.3 Submit, via City's designated Section 3 reporting software, or on
applicable forms as attached to this Contract, cei�tifications
regarding the Section 3 Worker and Targeted Section 3 Worlcer
status of a11 nonprofessional workeis on the project.
14.11.4.4 Require all subcontractors to complete and submit Section 3
Business Certi�cations for subsequent submission to the City.
14.11.4.5 Advertise employment opportunities created by the Project to the
public for open competition within the City of Fort Worth, and
within the Project Service Area(s), and provide copies of such
advertisements to City with each quarterly Section 3 report, in the
form of printout of Texas Workforce Commission posting, copy of
newspaper advertisement, copy of flyers and listing of locations
where flyers were distributed, and the like.
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14.11.4.6 Repoi�t to the City within 30 days of award of the Contract to the
Prime Cont��actor, and on a monthly basis thereafter, a list of all
contracts awarded to subcontractors for the Project. This shall
include name of all such subcontractors, their, addresses, zip codes,
and the amounts of each subaward as of the date of the report, as
well as the contact information for each subcontractoi's Human
Resources Department or primary hiring official
14.1 1.4.7 Participate in, and require the Prime Contractor and subcontractors
to participate in at least one Neighborhood/Project Service Area Job
Faii- organized by the Neighbol�hood Services Depai�tment to
promote employment of Section 3 and Targeted Section 3 Worlcers
during the contract period.
14.11.4.8 Coordinate and cooperate with the City in efforts to publicize
employment and contracting opportunities associated with the
Project, including pro�t�ams of the City's Minority and Women's
Business Enterprise (MWBE) office.
14.11.5 This Section 14.11 shall be included in its entirety in all Project construction
contracts or subconh�acts totaling $200,000 or more.
14.11.6 City and FWHS understand and agree that compliance with the provisions
of Section 3, the regulations set foith in 24 CFR Part 75, and all applicable rules and requirements
of HUD shall be a condition of the federal financial assistance provided to the Program binding
upon City and FWHS and their t�espective successors, assigns, contractors and subcontractors.
Failure to fizlfill these requirements shali subject FWHS and its contractors and subcontractors and
their respective successors and assigns to those sanctions specified by the grant agreement through
which federal assistance is provided and to such sanctions as are specified by 24 CFR Part 75.
14.12 Prohibition A�ainst Discrimination.
14.12.1 General Statement.
FWHS acicnowledges to acknowledge that FWHS, in the execution, performance or
attempted performance of this Contract and in opet•ation of services pr•ovided on the Propet•ty, shall
comply with all non-discrimination requirements of 24 CFR 570.607 and the ordinances codified
at Chapter 17, Article III, Division 4— Fai�� Hoirsing of the City Code. FWHS may not
discriminate against any petson because of race, color, sex, gender•, religion, national origin,
familiai status, disability or perceived disability, sexual orientation, gender identity, gender
expression, or transgendei•, nor wili FWHS permit its officers, members, agents, empioyees,
vendors, subcontractors or subrecipients, or project participants to engage in such discrimination.
FWHS acknowledges that this Contract is made and entered into with reference
specifically to the ordinances codiiied at Chapter• 17, Article III, Division 3— Employment
Pi°actices of the City Code, and FWHS hereby covenants and agrees that FWHS its officers,
members, agents, empioyees, subcontractors, subrecipients, and contractors, have fully complied
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Foit Worth Housing Solutions — Cowan Place Apartments Page 30
with all provisions of same and that no employee, or applicant for employment has been
discriminated against under the terms of such ordinances by either or its officers, members, agents,
employees, contractors or vendors.
14.12.2 No Discrimination in Employment durin� the Performance of this
Contract.
FWHS acknowledges that during the performance of this Contract or the Developer Loan
Agreement, FWHS agrees to the following provision, and will require that its contractois,
subcontractors, subrecipients, and vendors aiso comply with such provision by including it or a
substantially similat• pt•ovision in all contracts with its contractors and vendors:
jCon�tr�acto��°'s, Sa�bcontractoi^'s o�° Vendo�°'s Namel will not unlawfully discriminate
against any employee or applicants for employment because of race, color, sex, gender,
religion, national origin, familial status, disability or perceived disability, sexual
orientation, gender identity, gender expression or transgender. [Contr�actor's,
Subcontracto��'s o�� Venc�o��'s Nai��el will tal<e affrmative action to ensure that applicants
are hired without regard to race, color, sex, gender, religion, national origin, fainilial status,
disability or perceived disability, sexual orientation, gender identity, gender expression or
transgender and that employees are treated fairly during employment without regard to
their race, color, sex, gender, religion, national origin, familial status, disability or
perceived disability, sexual orientation, gender identity, gender expression or transgender.
Such action shall include, but not be limited to, the following: employment, upgrading,
deinotion or transfer, recruitment or recruitment advei�tising, layoff or termination, rates of
pay or other forms of compensation, and selection for training, including apprenticeship.
[Contractor's, Szrbcontractof�'s o�° Venclor•'s Name] agrees to post in conspicuous places,
available to employees and applicants for employment, notices setting forth the provisions
of this nondiscrimination clause.
jCo�at��actor's, Subcon�t��actor's o�° Vendor's Name] will, in all solicitations or
advertisements for employees placed by or on behalf of jContr�actor's, Szrbcont�°acto��'s o�°
Vendor's Nan�el , state that all qualified applicants will receive consideration for
employment without regard to race, color, sex, gender, religion, national origin, familial
status, disability or perceived disability, sexual orientation, gender identity, gender
expression or transgender.
�Contractor's, Subcont�°actor's or Vendor's Namel covenants that neither it nor any of its
officers, members, agents, employees, or contractors, while engaged in performing this
Contract, shall, in connection with the employment, advancement or discharge of
employees or in connection with the terms, conditions or privileges of their employment,
discriminate against persons because of their age or because of any disability ot• pet•ceived
disability, except on the basis of a bona �de occupational qualification, retirement plan or
statutory requit•ement.
lContracto�°'s, Subcontractor's or Vendor's Nam�el further covenants that neither it nor its
officers, members, agents, employees, contractors, or persons acting on their• behalf, shali
specify, in solicitations or advei�tisements for employees to wot•k on this Contract, a
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maximum age limit for such employment unless the specified maximum age limit is based
upon a bona �de occupational quali�cation, retirement plan or statutory requirement.
14.12.3 FWHS's Contractors and the ADA.
FWHS acknowledges that in accordance with the provisions of the Americans With
Disabilities Act of 1990 ("ADA"), FWHS warrants that it will not unlawfully discriminate on the
basis of disability in the provision of services to the general public, not• in the availability, terms
and/or conditions of employment for applicants for employtnent with, or employees of FWHS.
FWHS WARRANTS IT WILL FULLY COMPLY WITH ADA'S PROVISIONS AND ANY
OTHER APPLICABLE FEDERAL, STATE AND LOCAL LAWS CONCERNING
DISABILITY AND WILL TO THE EXTENT PERMITTED BY APPLICABLE LAW,
DEFEND, INDEMNIFY AND HOLD CITY HARMLESS AGAINST ANY CLAIMS OR
ALLEGATIONS ASSERTED BY THIRD PARTIES, CONTRACTORS,
SUBCONTRACTORS, SUBRECIPIENTS' OR VENDORS AGAINST CITY ARISING
OUT OF ITS AND/OR ITS CONTRACTORS', SUBCONTRACTORS', VENDORS',
AGENTS' OR EMPLOYEES' ALLEGED FAILURE TO COMPLY WITH THE ABOVE-
REFERENCED LAWS CONCERNING DISABILITY DISCRIMINATION IN THE
PERFORMANCE OF THIS CONTRACT.
14.13 Conflict of Interest and Violations of Criminal Law.
14.13.1 FWHS Safe�uards.
FWHS shall establish safeguards to prohibit its employees, board members, advisors and
agents from using positions for a purpose that is or gives the appearance of being motivated by a
desire for private gain for themselves or other•s, particularly those with whom they have family,
business or other ties. FWHS shall disclose to City any conflict of interest or potential conflict of
interest described above, immediately upon discovet•y of such.
14.13.2 General Prohibition A�ainst Conflicts of Interest.
FWHS acknowledges that no persons who is an employee, agent, consultant, ofiicer ot�
elected official ot� appointed of�cials of City, or FWHS who exercise ot• have exercised any
functions or responsibilities with respect to activities assisted with CDBG funds or who are in a
position to participate in a decision-making process or gain inside information with regard to these
activities may obtain a financial interest or benefit from a CDBG-assisted activity, or have an
interest in any contract, subcontract or agreement with respect thereto, or the proceeds thereunder,
either for themselves or those with whom they have family or business ties, during their tenure or
for 1 year thereafter, unless they are accepted in accordance with the procedures set forth at 24
C.F.R. Part 92356.
14.13.2.1 FWHS shall establish conflict of interest policies for Federal Awards and
shall provide such policies in writing to City in accordance with the requirements of 2 CFR
Part 200.112.
14.13.3 Disclosure of Conflicts of Interest.
FWHS acknowledges that in compliance with 2 CFR Part 200.112, FWHS is required to
timely disclose to City in writing any potential conflict of interest, as described in this Section.
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14,13.4 Disclosure of Texas Penal Code Violations.
FWHS af�rms that it will adhere to the provisions of the Texas Penal Code which prohibits
bribery and gifts to public servants.
14.13.5 Disclosure of Federal Criminal Law Violations.
FWHS acicnowledges that in compliance with 2 CFR Part 200.113, FWHS is required to
timely disclose to City all violations of federal criminal law involving fraud, bribery or gratuity
violations potentially affecting this Agreement.
14.14 Labor Standards.
FWHS acknowledges and agrees to the following:
14.14.1 As applicable, FWHS agrees to comply with the requirements of the
Sect•etaiy of Labor in accordance with the Davis-Bacon Act (40 U.S.C. 276a-7) as amended, the
provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq.) and all other
applicable Federal, State and local laws and i•egulations pertaining to labor standards insofar as
those acts apply to the performance of this Contract. FWHS agrees to comply with the Copeland
Anti-Kick Bacic Act (18 U.S.C. 874 et seq.) and its implementing regulations of the United States
Depai�tment of Labor at 29 CFR Part 5. FWHS shail maintain documentation that demonstrates
compliance with hour and wage requirements of this Contract and the CDBG Regulations. Such
documentation shall be made available promptly to City for review upon request.
14.14.2 FWHS agrees that, where required by the CDBG Regulations, all
contractors engaged under contract for construction, renovation or repair work financed in whole
or in part with assistance provided under this Contract, shall compiy 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 joul-ney 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 FWHS of its obligation, if any, to require payment of the highet•
wage. FWHS shall cause or require to be inserted the provisions meeting the requirements of this
paragraph in all such contracts subject to such regulations.
14.14.3 If Davis-Bacon is applicable, FWHS shall provide City access to employee
payrolls, contractor, subrecipients', and subcontractors' payroils and other wage information for
persons performing construction of the Development. Payrolls must be submitted to the
Neighborhood Services Depat�tment with each Reimbursement Request, and must be available to
Neighborhood Services Department staff upon request. In addition, FWHS shall ensure that City
will have access to employees, contractois, subrecipients, and subcontractors and their employees
in order to conduct onsite interviews with laborers and mechanics. FWHS shall inform its
contractois, subrecipients, and subcontractors that City staff and/or Federal agencies inay conduct
periodic employee wage interview visits during the construction of the Required Improvements to
ensure compliance.
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Fort Worth Housing Solutions — Cowan Place Apartments Page 33
14.15 Subcontractin� with Small and Minority Firms, Women's Business
Enterprises and Labor Surplus Areas.
FWHS acicnowledges and agrees to the following:
14.15.1 FWHS acknowledges and agrees and shall require FWAI and Developer to
acicnowledge and agree that for contracts $100,000.00 or larger, FWHS agrees to abide by City's
policy to involve certified Business Equity Firtns 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 for the completion of the project, as stated
herein. For this Contract FWHS and any subcontractors, subrecipients, or contractors must
comply with all federal Section 3 requirements. Additionally, FWHS and any subcontractors,
subrecipients, or contractors must malce good faith effoi�ts to work with the City of Fort Worth's
Diversity and Inclusion Department to ensure that Business Equity Firms certi�ed with the City
are engaged to the extent possible for any covered contracts procured after the effective date of
this Contract.
14.15.2 FWHS acknowledges and agrees that it is national policy to award a fait�
share of contracts to disadvantaged business enterprises ("DBEs"), smail business enterprises
("SBEs"), minority business enterprises ("MBEs"), and women's business enterprises ("WBEs").
Accordingly, affirmative steps must be talcen to assure that DBEs, SBEs, MBEs, and WBEs are
utilized when possible as sources of supplies, equipment, construction and ser•vices.
14.15.3 FWHS acknowledges and agrees that in order to comply with the reporting
requit�ements of 24 CFR Part 92.508 (a)(7)(ii), FWHS must submit the form attached hereto as
Exhibit "K" — Contract and Subcontract Activity Reporting Form for each contract,
subrecipient agreement, or subcontract with a value of $25,000 or more paid, or to be paid, with
CDBG funds. This form shall be submitted with the fnal Reimbursement Request.
14.16 Other Laws.
FWHS acknowledges and agrees that failure to list any federal, state or City ordinance, law
or regulation that is applicable to FWHS does not excuse or relieve FWHS fi�om the requirements
or responsibilities in regard to following the law, nor from the consequences or penalties for
FWHS' failut•e to follow the law, if applicable.
14.17 Assignment.
14.17.1 FWHS acknowledges and agrees that shali not assign all or any part of its
rights, privileges, or duties under this Contract without the prioi• written approval of City. Any
attempted assignment of same without approval shall be void, and shall constitute a breach of this
Contract.
14.17.2 The City of Fort Worth consents to assignment of the Obligations, including
the CDBG obiigations, City obiigations, and all other contractual, legal or grant requirements
contained in this Contract fi�om FWHS to FWAI and from FWAI to Developer. Nothing herein
shall be deemed a novation of FWHS of any obligations and FWHS shall continue to be
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Fort Worth Housing Solutions — Cowan Place Apartments Page 34
responsibie for compliance with all Obligations, including the CDBG obligations, City obligations,
and all other legal or grant requirements contained herein to the extent FWAI or Developer does
not comply or otherwise satisfy the Obligations. City must approve the form and substance of the
assignment to FWAI fi•om FWHS and to Developer from FWAI. Approval by City does not relieve
FWHS, FWAI, or Developer of their individual duty to comply with all CDBG and City
regulations, even if omitted from approved contract documents, unless specifically stated in an
executed amendment that such requirement is waived. Failure to require simultaneous assignment
of the Developer Loan Documents to the City shall be an event of default hereunder.
14.18 Ri�ht to Inspect FWHS Contracts.
FWHS acknowledges and agrees that that City has the right to inspect and approve in
writing any proposed contracts or other legally binding documents between (i) FWHS and FWAI
and FWAI and Developer regarding the CDBG funds, and this right shall further require City's
approval of both the form and substance of the contracts and other documents for (ii) FWHS,
FWAI, or Developer and a general contractor and subcontractot•s, including any lower tier
subcontractors engaged in any activity that is funded as part of the construction of the Required
Improvements, (iii) FWHS, FWAI, or Developer and any vendor contracts arising out of the
opet•ation of the project, and (iv) FWHS, FWAI, or Developer and any third party contracts to be
paid with CDBG Funds, pt•ior to any charges being incurred.
14.19 Force Maieure.
FWHS acknowiedges and agt•ees that if FWHS or Developer becomes unable, either in
whole or part, to fulfill its obligations under this Contract due to acts of God, strikes, lockouts, ot�
other industrial disturbances, acts of public enemies, wars, blocicades, insurrections, riots,
pandemics and epidemics, earthquakes, fires, floods, restraints or prohibitions by any court, board,
depat�tment, commission or agency of the United States or of any States, civil disturbances, or
explosions, inclement weather, or some other reason beyond FWHS or Developet�'s control
(collectively, "Force Majeure EvenY'), the obligations so affected by such Force Majeure Event
will be suspended only during the continuance of such event and the completion date for such
obligations shall be extended for a like period. FWHS will give City written notice of the
existence, extent and nature of the Force Majeure Event as soon as reasonably possible after the
occurrence of the event. Failure to give notice will result in the continuance of the FWHS
obligation regat•diess of the extent of any existing Force Majeure Event. FWHS and Developer
wili use commercially reasonable efforts to remedy its inability to perform as soon as possible.
14.20 Survival.
Any provision of this Contract that pertains to the CDBG Requirements, indemnity
obligations, repoi•ting requirements, the City Requirements, the National Objective, auditing,
monitoring, record lceeping and repor-ts, City ordinances, the provisions of Section 6.6 pertaining
to the Federal System Award Management, or any other applicable CDBG Project requirements,
and any default and enforcement provisions necessary to enfot•ce such provisions, shall survive the
term or earlier termination of this Contract for the longer of (i) 5 years after the termination of this
Contract, or (ii) 5 yeais after the termination of the Contract Term, and shali be enforceable by
City against FWHS.
14.21 R�VI�W OF COUNSEL.
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Fort Woith Housing Solutions — Cowan Place Apartments Page 35
The Parties acicnowledge that each Party and its counsel have reviewed and revised this
Cont�act and that the normal rules of construction to the effect that any ambiguities are to be
resoived against the drafting party shall not be empioyed in the interpretation of this Contract or
any of the exhibits attached hereto.
14.22 REFINANCE OF SENIOR LOAN.
FWHS shall require Developer to agree that except for permanent loan conversion with
Developer's permanent Iender, any future refinancing by Developer or any new or subordinate
financing shall require the review and prior written approval of the City for the purpose of ensuring
compliance with federal guidelines, which approval shall not be unreasonably withheld,
conditioned or delayed. Such approval will be based on the City's review of the then-current
financial information, underwriting and subsidy layering requirements. Notwithstanding the
foregoing, refinancing by Developer of the senior indebtedness will not require prior written
approval of the City of Fort Worth so long as such refinancing would not increase the principal
amount of the Senior Indebtedness beyond the original principal amount of the Senior
Indebtedness (excluding any amounts having been advanced by Senior Lender for the protection
of its security interest pursuant to the Senior Loan Documents), increase the interest rate of the
Senior Indebtedness, or decrease the original maturity term of the Seniot� Indebtedness; provided
however that the City must review and approve any loan documents, including subordination
agreements, approval of which shall not be unreasonably withheld or delayed.
15. INDEMNIFICATION AND RELEASE.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, FWHS COVENANTS
AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND, AT ITS OWN
EXPENSE, CITY AND ITS OFFICERS, AG�NTS, SERVANTS AND EMPLOYE�S
FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS OF ANY KIND OR
CHARACTER, INCLUDING BUT NOT LIMITED TO CLAIMS FOR PROPERTY LOSS
OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL
PERSONS, OF WI3ATSOEVER KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION,
PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF THIS
CONTRACT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES OF THE
PROJECT DESCRIBED HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN
PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS,
EMPLOYEES, CONTRACTORS, SUBRECIPIENTS, OR SUBCONTRACTORS OF
CITY, BUT NOT FROM THE CITY'S OR CITY'S OFFICERS, AGENTS, SERVANTS,
EMPLOYEES, CONTRACTORS OR SUBCONTACTORS ACTUAL GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT AND FWHS HEREBY ASSUMES ALL
LIABILITY AND RESPONSIBILITY OF CITY AND ITS OFFICERS, AGENTS,
SERVANTS, AND EMPLOYEES FOR ANY AND ALL CLAIMS OR SUITS FOR
PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH,
TO ANY AND ALL PERSONS, OF WHATSOEVER KINDS OR CHARACTER,
WHETI3ER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH
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Fort Woi�th Housing Solutions — Cowan Place Apartments Page 36
THE EXECUTION, PERFORMANCE, ATTEMPTED PERI�'ORMANCE OR
NONP�RFORMANCE 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, SUBRECIPIENTS, OR SUBCONTRACTORS OF CITY BUT NOT
FROM THE CITY'S OR CITY'S OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS OR SUBCONTACTORS ACTUAL GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT. FWHS FURTHER COVENANTS AND AGREES, TO THE
EXTENT PERMITTED BY APPLICABLE LAW, TO AND DOES HEI2EBY INDEMNIFY
AND HOLD HARMLESS CITY FROM AND AGAINST ANY AND ALL INJURY,
DAMAGE OR DESTRUCTION OF PROPERTY OF CITY, ARISING OUT OF OR IN
CONN�CTION WITH ALL ACTS OR OMISSIONS OF FWHS, ITS OFFICERS,
MEMBERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBRECIPIENTS,
SUBCONTRACTORS, INVITEES, LICENSEES, OR PROJECT PARTICIPANTS, OR
CAUSED, IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS,
AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, SUBRECIPIENTS OR
SUBCONTRACTORS OF CITY BUT NOT FROM THE CITY'S OR CITY'S OFFICERS,
AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTACTORS
ACTUAL GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
IT IS THE EXPRESS INTENTION OF THE PARTIES, BOTH FWHS AND CITY,
THAT THE INDEMNITY PROVIDED FOR IN THIS SECTION INCLUDES
INDEMNITY BY FWHS 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, TO THE EXTENT PERMITTED BY APPLICABLE LAW AND
NOT THE CITY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, FWHS AGREES TO
AND SHALL RELEASE CITY, ITS AGENTS, EMPLOYEES, OFFICERS AND LEGAL
REPRESENTATIVES FROM ALL LIABILITY FOR INJURY, DEATH, DAMAGE OR
LOSS TO PERSONS OR PROPERTY SUSTAINED IN CONNECTION WITH OR
INCIDENTAL TO PERFORMANCE UNDER THIS CONTRACT, EVEN IF THE
INJURY, DEATH, DAMAGE OR LOSS IS CAUSED BY CITY'S SOLE OR
CONCURRENT NEGLIGNECE, BUT NOT THE CITY'S GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT.
FWHS SHALL INCLUDE AND SHALL REQUIRE ALL OF ITS CONTRACTORS,
SUBRECIPIENTS AND SUBCONTRACTORS TO INCLUDE IN THEIR CONTRACTS
AND SUBCONTRACTS A RELEASE AND INDEMNITY IN FAVOR OF CITY IN
SUBSTANTIALLY THE SAME FORM AS ABOVE.
16. WAIVER OF IMMUNITY BY FWHS.
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Fort Worth Housing Solutions — Cowan Place Apartments Page 37
FWHS acicnowledges and agrees that if FWHS is a charitable or nonpt•o�t organization
and has or claims an immunity or exemption (statutory or otherwise) fi�om and against liability for
damages or injury, including death, to persons or property, FWHS 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 cominon
law plead against any other entity other than the City.
17. INSURANCE AND BONDING.
FWHS will maintain blanket fidelity coverage in the form of insurance or bond in the
amount of $750,000.00 to insure against loss fi�oin the fi•aud, theft or dishonesty of any of FWHS's
officers, agents, trustees, directois or employees. The proceeds of such bond shall be used to
reimburse City for any and all loss of CDBG Funds occasioned by such misconduct. To effectuate
such reimbutsement, such fidelity coverage shail include a rider stating that t•eimbursement for
any loss or losses thereunder shall name the City as a Loss Payee.
FWHS shall furnish to City, in a timely manner, but not later than 60 days after the
Effective Date, certificates of insurance as proof that it has secured and paid for policies of
commercial insurance as specified herein. Further, if City has not received such certificates as set
foi�th herein, FWHS shall be in default of the Contract.
Such insurance shall cover all insurable risks incident to or in connection with the
execution, performance, attempted performance or nonperfoimance of this Contract. FWHS shall
require Developer to maintain, or require its general contractor to maintain, the following
coverages and limits thereof:
Commercial General Liabilit�CGL) Insurance
$1,000,000 each occurrence
$2,000,000 aggregate limit
Non-Profit Or�anization Liability or Directors & Officers Liability (if applicable)
$1,000,000 Each Occut•rence
$1,000,000 Annual Aggregate Limit
Business Automobile Liability Insurance
$300,000 each accident on a combined single-limit basis
$300,000 Aggregate
Insurance policy shall be endorsed to cover "Any Auto" defined as autos owned, hired and
non-owned. Pending availability of the above coverage and at the discretion of City, the policy
shall be the primary responding insurance policy versus a personal auto insurance policy if or
when in the course of Developer's business as contracted herein.
Worlcers' Compensation Insurance
Part A: Statutory Limits
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Fort Worth Housing Solutions — Cowan Place Apartments Page 38
Part B: Einployer's Liability
$100,000 each accident
$100,000 disease-each employee
$500,000 disease-policy limit
Note: Such insurance shall cover employees performing worlc on any and all pt�ojects
including but not limited to consti•uction, demolition, and rehabilitation. FWHS oi• its
contractols shall maintain coverages, if applicable. In the event the respective contractois
do not maintain coverage, FWHS shall maintain the coverage on such contractor, if
applicable, for each applicable contract.
Additional Requirements
Such insurance amounts shall be revised upward at City's i•easonable option and no more
fi•equently than once eveiy 12 months, and FWHS shali require that Developer shall revise such
amounts within 30 days following notice to FWHS and Developer of such requireinents.
FWHS must submit to City documentation that it, Developer, and/or its general contractor, have
obtained insurance coverage and have executed bonds as requit•ed in this Contract prior to payment
of any monies provided hereunder.
FWHS acknowledges and agrees that where applicable and appropriate, insurance policies
required herein shall be endoised to include City as an additional insured as its interest may appear.
Additional insured parties shall inciude employees, officers, agents, and volunteers of City.
The Worlcers' Compensation Insurance polic.y shall be endorsed to include a waiver of
subrogation, also referred to as a waiver of rights of t•ecovery, in favor of City.
Any failure on part of City to request certificate(s) of insurance shall not be construed as a waiver
of such requirement or as a waiver of the insurance requirements themselves.
Insut•ers of Developer's insurance policies shall be licensed to do business in the state of Texas by
the Department of Insurance or be otherwise eligible and authorized to do business in the state of
Texas. Insurer•s shall be acceptable to City insofar as their �nancial strength and solvency and
each such company shall have a current minimum A.M. Best I�ey Rating Guide rating of A: VII
or other equivalent insurance industly standard rating otherwise approved by City.
Deductible limits on the foregoing insurance policies shall be at commercially reasonable levels,
and in no event exceed $100,000 per occurrence.
In the event there are any local, Fedet�al or other regulatory insurance or bonding requirements for
the Project, and such t•equirements exceed those specified herein, the former shall prevail.
FWHS shall require its contractors, subcontractors, vendors, and subrecipients to maintain
applicable insurance coverages, limits, and other requirements as those specified herein and, shall
require each to provide FWHS with cet�ti�cate(s) of insurance documenting such coverage. Also,
FWHS shall require its contractors, subcontractors, vendors, and subrecipients to have City
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Fort Worth Housing Solutions — Cowan Place Apartments Page 39
endorsed as additional insureds (as their interest may appear) on their respective insurance policies
where applicable and appropriate.
FWHS shall require Developer's builder to maintain builders risk insurance at the value of the
construction.
18. CERTIFICATION REGARDING LOBBYING.
The undersigned for FWHS hereby cet-tifies, to the best of its knowiedge and belief, that:
No Federal appropriated firnds I�ave beerr paid o�° ��ill be paid, by or on behalf of
Developer, to af�y person for inflz�encing or atte»aptin�g to i��fl�ence a» offrcer or
employee of any agency, a nae�nbe�• of Corrgress, an offrce�� o�• en�ployee of Co��g�°ess
in connecf.ion with the awarcling of arty Federal contract, the making of a��y federal
grant, the making of any Federal loan, the enterirrg into of any cooperative
agreemei7t a��d the extension, conti�iiation, rene��al, amendnzent, or moc�ification
of any Fede�°al cont�°act, g�°ant, loan o�° coope�°atzve ag��eenaent.
If any fir�ds other� than federally crppf�opriated fitnds have been paid or �-vill be paid
to any pe��son fo�° inflziencing or attempti»g to inflzience an office�° or employee of
a»y age��cy, membe�° of Congress in connectio�� with this Fede�°al cof�tract, g��ant,
loan o�° cooperative ag�ee�ne��t, Developer� shccll co�nplete and szibmit Standard
For�n-LLL, "Disclosu��e Fo�°m to Repoj�t Lobbyif�g, " in acco�°dance with its
inst�°uctio��s.
This certrfication is a material repf°ese��tation of fact upon ti>>hich �^eliance was
placed when this Corttract tia�as made or ente�^ed into. SZrbmission of this certificate
is a prer�eqarisite fo�� making or ente�°ing into this Cont��act imposed by 31 U.S.C.
Sectiof� 1352. Aray perso� 1��ho fails to�le the �°eqztired certiftcation shall be subject
to a civil penalty of not less than $10,000.00 and not mor•e tha» $100,000.00 for
each such failure.
FWHS shail require that the language of this certiiication be included in all subcontracts,
subrecipient agreements, or agreements involving the expenditure of federal funds, including the
FWAI Subrecipient Agreement and Developer Loan Agreement with Developer.
19. RELIGIOUS ORGANIZATION.
FWHS shall comply with all applicable requirements as more pat•ticularly described in 24
CFR Part 5.109. No portion of the CDBG Funds shall be used in support of any sectarian or
religious activity.
19.1 Separation of Explicitly Reli�ious Activities.
FWHS retains its independence and may continue to carry out its mission, including the
de�nition, development practice, and expression of its religious beliefs, provided that it does not
use CDBG Funds to suppot�t ot� engage in any explicitly religious activities (including activities
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Fort Worth Housing Solutions — Cowan Place Apartments Page 40
that involve overt religious content sL�ch as worship, religious instruction, or proselytization), or
in any other manner prohibited by law.
19.2 Explicitly Reli�ious Activities.
If FWHS engages in explicitly religious activities (including activities that involve overt
religious content such as worship, religious instruction, or proselytization), the explicitly religious
activities Inust be offered separately, in time or location, fi•om the programs or activities suppo►•ted
by CDBG Funds.
20. LITIGATION AND CLAIMS.
FWHS shall give City immediate notice in writing of any action, including any proceeding
before an administrative agency, filed against FWHS or any subcontractors, vendors, and
subrecipients in conjunction with this Contract, the various loan documents, or the project
genei•ally. FWHS shall furnish immediately to City copies of all pel�tinent papers received by
FWHS, with respect to such action or claim. FWHS shall provide a notice to City within 10
calendar days upon filing under any bankruptcy or financial insolvency provision of law.
21. NOTICE.
All notices required or peimitted by this Contract must be in writing and shall be effective
upon receipt when (i) sent by U.S. Mail, with proper postage, certified mail return receipt
requested; (ii) by a nationally recognized overnight delivery service; or (iii) other commercially
reasonable mannet•; and addressed to the other Party at the address set out below or at such other
address as the receiving Party designates by proper notice to the sending Party.
Citv:
City Attorney's Office
200 Texas Street
Fort Worth, TX 76102
Attention: Jo Ann Pate
Telephone: 817-392-7600
Copy to:
Neighborhood Services Department
200 Texas Street
Fort Worth, TX 76102
Attention: Chad LaRoque
Telephone: 817-392-2661
FWHS:
Fort Worth Housing Solutions
1201 E. 13th Stt•eet
Fort Worth, TX 76102
Attention: Mary-Margaret Lemons
Telephone: (817) 333-3401
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Fort Worth Housing Solutions — Cowan Place Apartments Page 41
Copy to:
Coats Rose, P.C.
9 Greenway Plaza, Suite 1000
Houston, TX 77046
Attention: Bar►y J. Palmer
Telephone: (713) 653-7395
Investor:
Wincopin Circle LLLP
Attention: Asset Management
c/o Enterprise Community Asset Management, Inc.
11000 Brolcen Land Parkway Suite 700
Columbia, MD 21044
Special Limited Partner:
FW Rosedale MBS SLP, Inc.,
Attention: Hillary Zimmerman
720 Oliver Street, Ste 2500.
St. Louis, MO 63101
22. FWHS HA5 LEGAL AUTHORITY TO ENTER INTO CONTRACT.
FWHS represents that it possesses the legai authority, pursuant to any proper, appropriate
and official motion, resolution ol� action passed or talcen, to enter into this Contract and to perform
the responsibilities herein required.
23. COUNTERPARTS.
This Contract may be executed in multiple counterparts, each of which shall be considered
an original, but all of which shall constitute one instrument.
24. Repavment of Funds bv FWHS.
Pai�ties agree that no program income as defined by HUD shall be earned as a result of this
contract.
25. BOYCOTTING ISRAEL PROHIBITED.
FWHS acknowledges that in accordance with Chapter 2270 of the Texas Government
Code, City is prohibited fi�om entering into a contract with a company for goods or services unless
the contract contains a written verification fi�om the company that it: (1) does not boycott Israel;
and (2) will not boycott Israel during the term of the contract. The tet•ms "boycott Israel" and
"company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas
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Fort Worth Housing Solutions — Cowan Place Apartments Page 42
Government Code. By signing this Contract, FWHS, certifies that FWHS signature provides
written verification to City that FWHS: (1) does not boycott Israel; and (2) will not boycott
Israel during the term of this Cont►�act.
26. IMMIGRATION NATIONALITY ACT.
FWHS shall verify the identity and employment eligibility of its employees who perfot•m
work under this Contract, including campleting the Employment Eligibility Verification Form (I-
9). Upon request by City, FWHS shali provide City with copies of all I-9 forms and supporting
eligibiiity documentation for each employee who performs work under this Contract. FWHS shall
adhere to all Fedei•al and State laws as well as establish appropriate procedures and controls so that
no services will be performed by any FWHS employee who is not legally eligible to perform such
services. TO THE EXTENT PERMITTED BY APPLICABLE LAW, FWHS SHALL
INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY FWHS,
FWHS' EMPLOYEES, SUBCONTRACTORS, SUBRECIPIENTS, AGENTS, OR
LICENSE�S. City, upon written notice to FWHS, shall have the right to immediately terminate
this Contract for violations of this provision by FWHS. �
27. Survival.
Any provision of this Cont1•act that pertains to Performance Requirements, indemnity
obligations, reporting requit•ements, auditing, monitot•ing, tenant income eligibility, record keeping
and reports, City ordinances, compliance with any federal obligations, and any default and
enforcement provisions necessat�y to enforce such provisions, shall survive the termination of this
Contract for the longer• of (i) 5 years after the termination date of this Contract, or (ii) 5 years after
the termination of the Performance Period unless a different survival period is specifically set forth
herein, and shall be enforceable by City against FWHS.
28. Prohibition on Bovcottin� Ener�v Companies.
FWHS acicnowledges that in accordance with Chapter 2274 of the Texas Government
Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering
into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly
or partly from public funds of the City with a company with 10 or more fuli-time employees unless
the contract contains a written verification from the company that it: (1) does not boycott energy
companies; and (2) will not boycott energy companies dut•ing the term of the contract. The terms
"boycott energy company" and "company" have the meaning ascribed to those terms by Chapter
2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the
extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this
Agreement, FWHS certi�es that FWHS's signature provides written verification to the City that
FWHS: (1) does not boycott energy companies; and (2) will not boycott energy companies during
the term of this Contract.
29. Prohibition on Discrimination A�ainst Firearm and Ammunition Industries.
FWHS acknowledges that except as otherwise provided by Chapter 2274 of the TeYas
Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited
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Fort Worth Housing Solutions — Cowan Place Apartments Page 43
fi•om entering into a contract for goods or services that has a value of $100,000 or more that is to
be paid wholly or partly fi•om public funds of the City with a company with 10 or lnore filll-time
employees unless the contract contains a written verification froln the coinpany that it: (1) does
not have a practice, policy, guidance, or directive that discriminates against a fireaim entity or
firearin ti�ade association; and (2) will not discriminate during the term of the coniract against a
fir•earm entity or firearm trade association. The ter�ns "discriminate," "frearm entity" and "firearm
trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas
Government Code, as added by Acts 2021, 87th Leg., RS., S.B. 19, § 1. To the extent that Chapter
2274 of the Government Code is applicable to this Agreement, by signing this Agreement, FWHS
certifies that FWHS's signature pt•ovides written verification to the City that FWHS: (1) does not
have a pt•actice, policy, guidance, or directive that discriminates against a firearm entity or� firearm
trade association; and (2) will not discriminate against a firearm entity or firearm trade association
during the term of this Contract.
30. ELECTRONIC SIGNATURES.
This Agreement may be executed by electronic signature, which will be considered as an
original signature for all purposes and have the same force and effect as an original signature. For
these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g.
via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted
via software such as Adobe Sign.
[SIGNATURES APPEAR ON NEXT PAGE]
CDBG SUBRECIPIENT CONTRACT
Fort Worth Housing Solutions — Cowan Place Aparhnents Page 44
IN WITNESS WHEREOF, the Parties have executed 3 duplicate originals of this
Conti•act to be effective as of the Effective Date.
ST: ^ "
�
a-�-�- l • GY►-
1�ity Secretary
M&C 21-0498 Dated June , 2021
Form 1295: Not Required
CITY OF FORT WORTH
- By: �� �.�-
Fernando Costa, Assistant City Manager
Date: T�202 /
Approval Recommended by:
, l.�
Vi tor Turner, Director
APPROVED AS TO FORM AND LEGALITY:
��� ��RT '�
(J '��
i�
� '*
�� �XA��
HOUSING AUTHORITY OF THE CITY OF FORT
WORTH, Texas
d/b/a Fort Worth Housing Solutions,
a Texas municipal public housing authority
By:
Name: Mary-Margaret Lemons
Title: President
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the peison responsible
For the inonitoring and administration of this contract, including
Ensuring all performance and reporting requirements.
�� �
Chad LaRoque, Housing Development and Grants Manager
�����.:Okl� ����f���
CDBG SUBRECIPIENT CONTRACT � N���ti9 �,�e�E�P�RY
Fort Worth Housing Solutions — Cowan Place Apartments i a e 45
; �'d� �Ik�Ft�'H, TX
IN WITNESS WHEREOF, the Parties have executed 3 duplicate originals of this
Contract to be effective as of the Effective Date. �
ATTEST:
City Secretary
M&C 21-0498 Dated June 22, 2021
Form 1295: Not Required
Approval Recommended by:
Victor Turner, Director
CITY OF FORT WORTH
By: -- _
Fernando Costa, Assistant City Manager
Date:
f�
APPROVED AS TO FORM AND LEGALITY:
Jo Ann Pate, Assistant City Attorney
HOUSING AUTHORITY OF THE CITY OF FORT
WORTH, Texas
d/b/a Fort Worth Housing Solutions,
a Texas municipal public housing authority
By
Na
Tit
City of Fort Worth Contract Compliance Manager:�
By signing I acknowledge that I am the person responsible
For the monitoring and administration of this contract, including
Ensuring all performance and reporting requirements.
Chad LaRoque, Housing Development and Grants Manager
�'�'.
CDBG SUBRECIPIENT CONTRACT
Fort Worth Housing Solutions — Cowan Place Apartments Page 45
EXHIBITS:
Exhibit "A" — Project Summary and Scope of Work
�..ti;h'� cc A�» �n�n u��r,.,,.,.,. T• •��
��-�-p-:-�-t �-� �o���-J
Exhibit "A-2" — Environmental Mitigation Action
Exhibit "B" — Budget
Exhibit "C" — Construction and Reimbursement Schedule
Exhibit "D" — Audit Requirements
Exhibit "E" — Loan Documents
Exhibit "F" — Reimbursement Forms
Exhibit "G" — Documentation of CDBG Requirements
Exhibit "H" — Federal Labor Standards Provisions - Davis-Bacon Requirements
Exhibit "I" — Section 3 Reporting Forms
Exhibit "I-1" — Section 3 Project Sei-vice Area Map
Exhibit "J" — Standards for Complete Documentation
Exhibit "K" - MBE Reporting Form (HUD2516)
CDBG SUBRECIPIENT CONTRACT
Fort Worth Housing Solutions — Cowan Place Apartments Page 46
EXHIBIT "A"
PROJECT SUMMARY
COWAN PLACE APARTMENTS
Capitalized tierms not defined herein shall have meanings assigned to them in the Contract.
DESCRIPTION:
Developer will use CDBG funds for the development and construction of the infrastructure
improvements in support of the Cowan Place Apartments, an affordable housing development for
seniors age 55 years and older on approximately 5.1 acres. The project will have 1 residential
building which will consist of up to 174 units including 163 one-bedroom units and 11 two-
bedroom units. The four-story residential building will consist of a community and activity space
including a movie room, billiards table, health suite, beauty salon and �tness center. The common
areas will be lighted to provide added security for residents and Cowan Place will be located within
close proximity to public transportation and nearby amenities including Rosedale Plaza Park.
FWHS acicnowledges and shall require that FWAI and Developer acknowledge that Developer and
FWAI wiil be entitled to make Reimbursement Requests until 30 days after the Completion
Deadline.
In consideration for the CDBG Funds, FWHS acknowledges and agrees and shall require that
FWAI and Developer agrees to provide the following infoimation and meet the following
requirements:
� CDBG funds wili be used for public infrastructure improvements that benefit all residents
in an area where at least 51% of the resident are low- and moderate- income peisons as
defined in 24 CFR Part 570.208
• Public infrastructure improvements in support of the Project will include, but are not limited
to, street reconstruction and street improvements such as water/sewer improvements, curb
and gutter, sidewallcs, and sh�eet lights.
• CITY WILL WITHHOLD $50,000.00 OF THE CDBG FUNDS UNTIL CITY
VERIFIES THAT ALL HOME UNITS ARE LEASED TO HOME ELIGIBLE
HOUSEHOLDS.
SPECIFIC PURPOSE:
The specific purpose of this project is to benefit low and moderate income individuals and families
by pt•oviding them with affordable housing.
PROJECT OBJECTIVES:
The project will provide 174 housing units affordable to households earning less than 60% of
AMI, of which 4 will be designated as HOME Units. Additionally, the project will provide 9
PSH Units.
HOME DEVELOPER RENTAL CONTRACT — EXHIBITS
Cowan Place Apartments
Rev. 07/25/2021
Page 1
EXHIBIT "A-1"
HUD ItENT LIMITS
COWAN PLACE APARTMENTS
(NOT APPLICABLE)
CDBG CONSTRUCTION CONTRACT — EXHIBITS
Cowan Place Apartments Page 2
EXHIBIT "A-2"
�NVIRONMENTAL MITIGATION ACTION
COWAN PLACE APARTMENTS
FWHS acknowledges and agrees and will require FWAI and Developer to acknowledge and agree that
CDBG funds will not be paid, and costs cannot be incurred, until City has conducted and completed an
environmental review of the proposed project site as required under 24 CFR Part 58. The environmental
review may result in a decision to proceed with, modify, or cancel the project. Further, FWHS, FWAI or
Developer will not undertalce or commit any funds to physical or choice limiting actions, including property
acquisition, demolition, movement, rehabilitation, conversion, repair or construction until satisfactory
completion of environmental review and receipt by City of an authorization to use grant funds from HUD
under 24 CFR Part 58.
Special conditions, procedures, and requirements identified for the project may include and are not limited
to mitigation of any adverse effects identified by the environmental review process. The special conditions,
procedures, and requirements may differ and are subject to approval by City and HUD.
Environmental Mitigations are as follows:
City will provide Developer the executed environmental review record and certifications. Developer agrees
to abide by the special conditions, procedures, and requirements of the executed environmental review
certification approved by HUD.
Law, Authoritv, or Factor I Miti�ation Measure
Noise Abatement & Control I Facades classified as "maximum fa�ade noise level" on Figure 5 of the
Acoustic Assessment in Attachlnent J must inciude the following assemblies
in the construction:
• Wall: 4-inch bricic with a 2-inch airgap to the rigid foam insulation board,
one layer 5/8-inch plywood supported on 6-inch wood studs with fiberglass
batt insulation in the cavity and one layer 5/8-inch type X gypsum board at the
interior. Min. STC 60
• Roof: Two layers '/2-inch plywood roo�ng board on minimum 12-inch deep
joists with fibei-glass batt insulation or blown-in insulation in the cavity.
Ceiling should be one layer 5/8-inch type X gypsum board on resilient rails or
clips. Min. STC 53
• Window: 2-1/8-inch double laminated insulating glass (1/2-inch thick
agminated glass, 3/4-inch airspace, 3/4-thick laminated glass). Min. STC 45
In the units situated with the living room at the cor•ner of the building, a
maximum of 160 sq. ft. of glazing at the living rooms and 80 sq. ft. of glazing
at the bedrooms must be used. In the units situated with the bedroom at the
corner of the building, a maximum of 100 sq. ft. of giazing at the living rooms
and 120 sq. ft. of glazing at the bedrooms must be used. Facades classifed as
"moderate fa�ade noise level" on Figure 5 of the Acoustic Assessment in
Attachment J must include the following assemblies in the construction:
• Wall: 4-inch br•ick with a 2-inch airgap to the rigid foam insulation board,
one layer 5/8-inch plywood supported on 6-inch wood studs with fiberglass
batt insulation in the cavity and one layer 5/8-inch type X gypsum board at the
interior. Min. STC 60
• Roof: Two layet•s '/2-inch plywood roofing board on minimum 12-inch deep
io'rsts with fiber�lass batt insulation or blown-in insulation in the cavitv.
CDBG CONSTRUCTION CONTRACT — EXHIBITS
Cowan Place Apa►•tments Page 3
Ceiling should be one layer 5/8-inch type X gypsuln board on resilient rails or
clips. Min. STC 53
• Window: 1-inch laminated insulating glass (1/4-inch thick laminated glass,
1/2-inch airspace, 1/4-thicic giass). Min. STC 39 In the units situated with the
living room at the corner of the building, a Maximum of 160 sq. ft. of glazing
at the living rooms and 80 sq. ft. of glazing at the bedrooms must be used. In
the units situated with the bedroom at the corner of the building, a maximum
of 100 sq. ft. of glazing at the living rooms and 100 sq. ft. of glazing at the
bedrooms must be used. Facades classified as "quiet fa�ade noise level" on
Figure 5 of the Acoustic Assessment in Attachment J must include the
following assemblies in the construction:
• Wall: 4-inch bricic with a 2-inch airgap to the rigid foam insulation board,
one layer 5/8-inch plywood supported on 6-inch wood studs with fibergiass
batt insulation in the cavity and one layer 5/8-inch type X gypsum board at
thein terior. Min. STC 60
• Roof: Two layeis '/a-inch plywood roofing board on minimum 12-inch deep
joists with fibeiglass batt insulation or blown-in insulation in the cavity.
Ceiling should be one layer 5/8- inch type X gypsum board on resilient rails oi•
clips. Min. STC 53.
• Window: 1/2-inch insulating glass (1/8-inch thick glass, 1/4-inch airspace,
1/8-thick glass). Min STC 28. In the units situated with the living room at the
corner of the building, a maximum of 160 sq. ft. of glazing at the living rooms
and 80 sq. ft. of glazing at the bedrooms must be used. In the units situated
with the bedroom at the cot�ner of the building, a maximum of 100 sg. ft.
�berglass batt insulation or biown-in insulation in the cavity. Ceiling should
be one layer 5/8-inch type X gypsum board on resilient rails or clips. Min.
STC 53
• Window: 1-inch laminated insulating glass (1/4-inch thick laminated glass,
1/2-inch airspace, 1/4-thick glass). Min. STC 39 In the units situated with the
living room at the corner of the building, a maxiinum of 160 sq. ft. of glazing
at the living rooms and 80 sq. ft. of glazing at the bedrooms must be used.
In the units situated with the bedt•oom at the corner of the building, a max. of
100 sq. ft. of glazing at the living rooms and 100 sq. ft. of glazing at the
bedrooms must be used. Facades classi�ed as "quiet fa�ade noise level" on
Figure 5 of the Acoustic Assesslnent in Attachment J must include the
following assemblies in the construction:
• Wall: 4-inch brick with a 2-inch airgap to the rigid foam insulation board,
one layer 5/8-inch plywood supported on 6-inch wood studs with fiberglass
batt insulation in the cavity and one layer 5/8-inch type X gypsum board at the
interior. Min. STC 60
• Roof: Two layeis '/a-inch plywood roofing board on minimum 12-inch deep
joists with fiberglass batt insulation or blown-in insulation in the cavity.
Ceiling should be one layer 5/8-inch type X gypsum board on resilient rails or
clips. Min. STC 53.
• Window: 1/2-inch insulating glass (1/8-inch thick glass, 1/4-inch airspace,
1/8-thick glass). Min STC 28. In the units situated with the living room at the
corner of the building, a maximum of 160 sq. ft. of glazing at the living rooms
and 80 sq. ft. of giazing at the bedrooms must be used. In the units situated
with the bedroom at the corner of the building, a maximum of 100 sq. ft. of
glazing at the living rooms and 120 sq. ft. of glazing at the bedrooms must be
used. Should the optional rooftop terrace be constructed, the following is
reauit�ed:
CDBG CONSTRUCTION CONTRACT — EXHIBITS
Cowan Place Apa►•tments Page 4
• A 12-foot masonry wall aiong the east side of the terrace, extending 12 feet
beyond the north edge of the terrace
• A 5-foot masonry screening wall for the entire width of the north edge of the
terrace
Contamination and Toxic The AARST "Soil Gas Control Systems in New Constr�iction of Buildings"
Substances (CG1000 2018) standard must be used in the design and construction of the
buildin .
Historic Preservation Should an archaeological site or artifacts inadvel-tently be uncovered, the City
must be immediately notified and all construction and ground disturbing
activities halted, so that the City may be able to contact the Delaware Nation,
Coushatta Tribe of Louisiana, and appropriate state agencies within 24 houis
of the discovery and arrange for a proper archaeological assessment to be
made.
Waste Watei- / Sanitary The final waste water plan must be approved by the City of Fort Worth prior to
Sewers construction.
Water Supply The fnai water plan must be approved by the City of Fort Worth prior to
construction.
Vegetation, Wildlife During construction, all active nests should be avoided, and if found, a
biologist with the USFWS must be notified. No trees or bushes that have
active nests in them may be cut down without first consulting with the
USFWS, who will then determine if an onsite assessment froin a qualified
biolo ist is necessar .
Solid Waste Disposal / Solid waste and recycling provideis must be selected and in place before
Rec clin construction can be in.
CDBG CONSTRUCTION CONTRACT — EYHIBITS
Cowan Place Apartments Page 5
EXHIBIT "B"
BUDGET
COWAN PLACE APARTMENTS
SOURCES AND USES
Citv is sub �rantin� fundin� to FWHS, FWHS will then sub �rant funds to FWAI, In Which FWAI Will
Then loan Funds to Developer for the benefit of the Project. Accordin�ly, the followin� chart shows the
sources and uses for the Proiect �enerally, not fundin� to FWHS.
Development Name: � Cowan Place Apartments
Priority
Source # Fundin Descri tion of Lien Construction Financin Permanent Financin Financin Partici ants
1 Construction Loan � St $15,677,000 Mason Jose h
Choice Neighborhood
Implementation (CNI) 2nd
2 Grant $5,423,532 FWAI
FWHFC Construction 3th Fort Worth Housing
5 Funds $1,250,000 FinanceCor oration
FWHFC Permanent
Supportive Housing 4th Fort Worth Housing
6 PSH) Funds $225,000 Finance Cor oration
HOME Investment
Partnerships Program Sth
7 HOME $500,000 Cit of Fo��t Worth
Urban Development
8 Action Grant UDAG 6th $360,000 Cit of Fort Worth
Cavile Public Facility
8 Land/seller Loan �th $500,000 Cor oration
Community Development
Block Grant Funds 8th
9 CDBG $750,000 FWAI
TOTAL
SOURCES
OF
FUNDS $24,685,532 ,
TOTAL
USES OF
FUNDS
CDBG Funds Bud�et
Construction Hard Costs $700,000*
HoldbackXX $50,000*
TOTAL $750,000
*FWHS acknowledges and agrees that FWHS will only be reimbut•sed for eiigible expenses and based on work
completed and costs actuaily incurred. The amounts are estimates and are subject to change.
** City wili hoid back $50,000.00 of the CDBG Funds until City verifies that all HOME Units are leased to
HOME Eligible Households as well as the other requirements in Exhibit "C" - Construetion and
Reimbursement Schedule.
CDBG CONSTRUCTION CONTRACT — EXHIBITS
Cowan Place Apartments Page 6
EXHIBIT "C"
CONSTRUCTION AND I2EIMBURSEMENT SCHEDULE
COWAN PLACE APARTM�NTS
Citv is sub �rantin� fundin� to FWHS, FWHS will then sub �rant funds to FWAI, In Which FWAI Will
Then loan Funds to Developer for the benefit of the Proiect. Accordin�ly, the followin� chart shows the
sources and uses for the Project �enerally, not fundin� to FWHS.
Activi HOME Funds
PHASE I ACTIVITIES; Land Acquisition $�
Predevelopment Soft Costs
PHASE I
COMPLETE by: First PaymentXX $0
December 31, 2021
PHASE II ACTIVIITES: Construction Hard Costs $250,000
Prior to Reimbursement in Phase II, FWHS, FWAI
PHASE II and/or Developer must submit the
COMPLETE by: contractor/subcontractor/vendor searches under the
December 31, 2021 Federal System for Award Management (www.sam.gov).
$250,000
Second Pa mentXX (a rox. 25% com lete xxY
PHASE III ACTIVIITES: Construction Hard Costs $250,000
Prior to Reimbursement in Phase III, FWHS, FWAI
PHASE III and/or Developer must submit the
COMPLETED by: contractor/subcontractor/vendor searches under the
March 31, 2022 Federal System for Award Management (www.sam.gov). $250,000
Third Pa ment''�* a rox. 50% com lete ***
PHASE IV ACTIVITIES: Construction Hard Costs $200,000
Prior to Reimbursement in Phase III, FWHS, FWAI
PHASE IV and/or Developer must submit the
COMPLETED by: contractor/subcontractor/vendor searches under the $200,000
June 30, 2022 Federal System for Award Management (www.sam.gov).
Third Pa mentYX a rox. 75% com lete *xx
PHASE V ACTIVITIES: Initial Lease-up of HOME Units $50,000.00
PHASE V Prior to Reimbursement in Phase IV, the foilowing items
COMPLETED by: June must be submitted per the HOME Contract:
1, 2023 1. Rent Schedule for HOM� Units. See Section 7.5
2. Tenant Selection Policy. See Section 7.6
3. Affirmative Marlceting Plan. See Section 7.7
$SO,OOO.00Y
Prior to Reimbursement for Final Payment, Exhibit "G"
- Project Compliance Report: Rental Housing must be
submitted to City.
Final Payment*X (Lease-Up of all HOME Units)xx*
TOTAL $750,000.00
CDBG CONSTRUCTION CONTRACT — EXHIBITS
Cowan Place Apartments Page 7
XFWHS will only be reimbursed for eligible expenses and based on woric completed and costs actually
iucurred. The amounts are estimates and are subject to change.
Y*FWHS must submit Complete Documentation with Reimbursement Request within 60 days from each
of the abovementioned deadlines in order to be reimbursed. Failure to timely submit Reimbursement
Requests and Complete Documentation along with any required reports shall be an event of default.
***If milestone is reached before the Phase completion date, reimbursement will be made when the
milestone percentage is reached and the City is provided all required documentation.
CDBG CONSTRUCTION CONTRACT — EXHIBITS
Co�van Place Apartments Page 8
EXHIBIT "D"
AUDIT REQUIFtEMENTS
COWAN PLACE APARTMENTS
(NOT APPLICABLE)
CDBG CONSTRUCTION CONTRACT — E�HIBITS
Cowan Place Apartments Page 9
EXHIBIT "E"
LOAN DOCUMENTS
COWAN PLACE APARTMENTS
(NOT APPLICABLE)
CDBG CONSTRUCTION CONTRACT — EXHIBITS
Cowan Place Apartments Page 10
EXHIBIT "F"
REIMBURSEMENT FORMS
COWAN PLACE APARTMENTS
CDBG CONSTRUCTION CONTRACT — �XHIBITS
Cowan Place Apartments Page 11
Attachment I
INVOICE
Developer:
Address:
City, State, Zip:
Project:
Tax ID Number
Fort Worth Housin� Solutions
1201 E. 13th Stl-eet
Fort Worth. TX 76102
Cowan Place
Developer's Cer�tification: I certify that the costs incurred are valid and consistent with the terms and
conditions of the conh•act between City and Agency. By signing this invoice, I celrtify that to the best of my
knowledge and belief the data included in this report is true and accurate. It is acknowledged that the
provision of false information could leave the certifying official subject to the pena(ties of federal, state, and
local law.
Original Signature and Date:
Name:
Title:
CDBG CONSTRUCTION CONTRACT — EXHIBITS
Cowan Place Apartments Page 12
Attachment II
City of Fort Worth
Neighborhood Services Department
Expenditure Worksheet
Developec:
Proj ect:
Fort Worth Housi
Cowan Place
Solutions.
oiect
Line No. ' Date i Check No. ' Pa ee or Beneficiar * Descri tiov* Aniount '
1
2
3
4
5
6
7
8
9
10
11
12
13
14
IS
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
Total
*Payroll must identify employee. Rent must identify tenant. Other payments should identify individuals, if
applicable.
CDBG CONSTRUCTION CONTRACT — �XHIBITS
Cowan Place Apa►•tments Page 13
EXHIBIT "G"
DOCUMENTATION OF CDBG 12EQUII2EMENTS
COWAN PLACE APARTMENTS
NATIONAL OBJECTIVE:
CDBG funds will be used for public infi•astiucture iinprovements that benefit all residents in an area where at
least 51 % of the resident are low- and moderate- incame persons as de�ned in 24 CFR Part 570.208;
CDSG REQUIREMENTS:
During Term of Contract:
CDBG Funds will be used to construct public infrastructure impi-ovements in support of the Project which will
include, but at•e not limited to, street i•econstruction and street improvements, water/sewer improvements, curb
and gutter, sidewallcs, and street lights
During Term of Performance Period:
In consideration of the CDBG Funds provided through this Contract, FWHS, FWAI, and Developer will fulfill
the CDBG Requirements, the City Requirements, and continuously meet the National Objective, and will comply
with all other terms and conditions of this Contract.
CDBG CONSTRUCTION CONTRACT — EXHIBITS
Co�van Place Apai•tments Page 14
EXHIBIT "H"
FED�RAL LABOR STANDARD PROVISIONS - DAVIS-BACON REQUII2EMENTS
COWAN PLACE APARTMENTS
Feder�l Labar Standards Provisions u.s. Department of Housing �
and Urban Development
Office of Labor Relations
Apptica6ility
7he ProJect or Program to which the constructlon work
covered by this contrect pertafns is 6eing assisted by the
Unfted States of America and the following Federal Labor
Standards Provisions are (ncluded (n ihis Contract
pursuant to the provisions applicabte to such Federal
assistance.
A. 4. (i) Minimum Wages. All laborers and mechanics
employed or workiny upon the sfte of the work, wiii be paitl
unconditionally and not less often than once a week, and
withoui subsequent Heduction or rebate on any account
(axcept such payroll deductio�s as are permltted by
regulations fssued by tho Secretary of Labor under the
Copeland Act (29 CFf2 Part 3), khe fult amount of wages
and bona fide fringe benefits (or cash equivalents thereof)
due at time of payment computed ai ratas not less than
those contained in the wage determinatlon of the
Secretary of Labor which is attached hereto and,made a
part hereof, regardless ot any contractual relationship
which may be alleged to exfst between the contractor and
such laborers and mechanics. Coniributions made or
costs reasonably anticipated for bona ffde fringe benefiis
under Section 1(b)(2) oP the Davis-Bacon Act dn behalf of
laborers or mechanics are considered wages paid to such
laborers or mechanlcs, subject to the provisions of 29 CFR
5.5(a}(1)(iv); also, regular contributions made or costs
incurred for more than a weekly period (but not lass oftan
than querferly) undar plans, funds, or programs, which
cover the. partloular weekly period, are deemed to be
constructfvely made or incurred during such weekly period.
Such Iaborers and mechanics shatl be paid the approprlate
wage rate and fringe beneflts on the wege determination
for the classification of work actua(ly performed, without
regard to skip, except as provided in 29 CFR 5.5(a)(4}.
Laborers or mechanfcs periarming work in mare than one
classification may be compensated at the rate specifled For
each classification for the time actual(y worked therein:
Provided, That the emp�oyer's payroll records accurately
set forth the time spent in each classificaUon in which
worlc Is performed. The wage determination (inciuding any
additional classlficatlon and wage rates conformed under
29 CFR 5.5(a)(1)(fi) and the Davis-Bacon poster (WH-
1321) shall ba posted af ail times 6y the contractor and ifs
subcontractors at the site of [he work in a prominent and
accessible, place where it can be easfiy seen by the
workers.
(i(} (a) Any class ot laborers or mechanlcs whEch is not
Itsted In the wage determination and which is to be
empioyed under the contract shall be, classified in
conformance with the wage determination. HUD shall
approve an additlonal classificaf[on and wage rate and
fringe beneflfs therefor onfy when the following criterla
have been met:
(�) The work to be performed by tNe classificatlan
requested is not performed by a classiftCation in the wage
determination; and
(2) The classiffcation Is ulliized i� the area .by the
copstruction fndustry; and
(3) The proposed wage rate, includfng.any bona fide
fringe benefits, bears a reasonable retationship to the
wage rates contained In the wage determination.
(b) If the contractor and the laborers and mechanics to be
employed In the classificatian (if known), or. their
representatives, and HUD or its designee agree on the
class(ficaifon and wage rate (including tha amount
designated for fringe beneflfs where appropriatej, a report
of the action taken shall be sent by HUD or its designee to
the Administrator of the Wage and Hour Dlvlsion,
Employment Standarda Admi�istratlon, U.S. Department of
Labor, Washington, D.C. 20210. The Administrator, or an
authorized represontative, wiil approve, modify, or
dlsapprove every additlonal classiflcation action within 30
days of receipt and so advise HUD or its designee or wiil
notify HUD or (ts designee with(n the 3D-day period that
additional time is necessary, (Approved by the Office of
Management and Budget under OMB control num6er 1215-
0140.)
(c) In the event the eontractor, the laborers or mechanics
to be employed in tbe classificat(on or tlielr
representatives, and HUD or its designee tlo not agree on
the proposed classifioation and wage rate ()ncluding the
amount designated for fringe benofifs, where appropriate),
HUD or (ts designee shail refer the questlons, including
the views of all interested parties and Ehe recommendation
of HUD or its designee, to the Adminislrator tor
determination. The Administrator, or an authorized
representative, wlil Issue a determinatlo� wfthin 30 days of
� receipt and sa advise HUD or its desfgnee or wtll notify
HUD or Its designee within the .30-day period ihai
additional tlme is necessary. (Approved by the Off(ce of
Management and Budget under OMB Controi Number
1215-0140.)
(d) The wage rate (inGuding fringe 6eneffts where
appropriate} determined pursuani to subparagraphs
(1)(ii)(b) or (c) of this paragraph, shalf be paid to all
workers performing work in the cl8ssification undor ihis
contract from ihe first day on which work is parformed in
the classification.
(Hp Whenever the minimum wage rate prescribed in fhe
co�tract for a class of laborers or mechanics includes a
fringe benefit which is noi expressed as an houriy rate, the
contractor shali either pay the benefit as stated in the
wage detarminatton or shall pay another bona flde fringe
benefit or an hourly aash equlvalent thereof.
(iv� If the contractor does not make payments to a trustee
or other third person, the contractor may eonsider as part
form HUD-401U (O6/2009)
Previous editions are obsolete f'age 1 of 5 ref. Handbook 1344.1
CDBG CONSTRUCTION CONTRACT — �XHIBITS
Co�van Place Apa►•tments Page 15
of the wages of any Iaborer or mechan(c the amount of any
costs reasonabiy anticipated in providing bona fide fringe
beneFits under a pian or program, Provided, That the
Secretary of Labor has found, upon the written request ot
the contractor, thai the appiicable standards of ihe Davis-
Bacon Act have been meL The Secretary of Labor may
require the contractor to set aside in a separete account
assets for the meeting of obligations under the pian or
program. (Approved by the Office of Management ,and
Budget under OMB Control Number 1215-0140.)
2. Withholding. HUD or lts designee shall upon iis own
action or upon written request . of an authorized
representative of the Department of Labor withhold or
cause to Be withheid from the contractor under this
cantract or any other Federal contract with the same prime
contractor, or any other Federally-assisied contract
subJect to pavis-Bacon prevafling wage requUements,
which IS heid by the same prime contracior so much of the
accrued payments or advances as may be considered
neeessary to pay laborers and mechanics, (ncluding
apprentices, trainees and helpers, empioyed by the
contractor or any subcontractor the fuli amouni of wages
required by the contract In the event of failure to pay any
laborer or mechaNc, inciudfng any apprantice, trainee or
helper, employed or working on the site of the work, ail or
part of the wages requtred by the contract, HUp or its
designee may, after wriilen notice to the contractor,
sponsor, applicant, or vwner, take such action as may be
necessary to cause the suspension of any further
payment, advance, or guarantee of funds until such
violations have ceased. HUp or Ifs designee may, after
wriiten notice to the contractor, disburse sueh amounts
withheld for and ori eccounf of the .contractor or
subcontractor to the respective employees to �vhom ihey
are due. Th� Comptroller General shaU make such
disbursements in the casa of direci Davis-f3acon Act
contracts.
3. {t) Payroifs and basie records. Payroils and basic
records reiating thereto shall be mafntalned by the
contracior during the course ot the work preserved for a
period of three years thereafter for all Iaborers and
mechanics working at the siie ofi the work. Such records
shati contain the name, address, and social securfty
number of each such worker, his or her corract
classification, houriy rates of wages paid (including rates
of contributions or costs aniicipated for bona fide fringe
benefits or cash equivalents theTeoi of the types described
in Section I(b)(2)(B) of the Davis-bacon Act), daily and
weekly number of hours worked, deductions made and
acfual wages paid. Whenever the Secretary of Labor has
found under 29 CFR 5.5 (a)(1)(iv) that the wagas of any
laborer or mechanic include the amount of any costs
reasonably anticipated in providing benefits under a plan
or program described in Section I(b)(2)(B) of the Davis-
Bacon Act, the contractor shall maintain records which
show that the commftment to provide such 6eneflts is
enforceable, that the plan or program is financfally
responsible, and that the pian or program has been
are
communicated in writing to the laborers or mechanics
aifected, and racords.,�rhich show the costs anticipaietl or
ihe actua! cost incurred In providing such benefits.
Contrectors empioying apprenUces or trat�ees under
approved programs shali maintain written ev(d,ence of the
registratfon of apprenficeship Programs and certfficatfon ot
trainee programs, the registration nf the apprentices and
trainees, and the ratios and wage rates prescribed in the
applicabie programs. (Approved by the Office of
Management and 9udgeP under OMB Confrol Numbers
1216-0140 and 121b-0017.)
(3i} (a) The conlractor shafl submit weekly for each week
in which any contract work is performed a copy of ali
payrolls_tb HUD or its deslgnee If the agency is a party to
khe contract, but if 1he agency is not such a party, the
contractor wili submit fhe payroils to the applicant
sponsor, or owner, as the case may be, for transmission to
HUD or its designee. The payroils submitted shali set oui
accurately and complete{y all of the information reguired
to be maintained under 29 CFR 5.5(a)(3)Q} except that ful!
social security numbers and home addresses shali not be
inciuded on weekly transmlttais, Instead the payrolis shall
only need'to include an indfv3dually identifying number for
each employee (e.g., the last four digits of the employee's
social security number). The required weekry payroli
informaiion may he. submitted in any form desired.
Optlonai Form WH-347 is availa6le for this purpose from
the Wage ' and Hour pivlsion Wab slte at
http://�aww.dol.00v/esa/whd/forms/wh347lasfr.htm ot its
successor site. The prime contractor is responsibie for
tiie submissfon o# copies af payrolls by ali subcontractors.
Contractors and subcontractors shall maintain the full
SoGel security number and current address of each
coverad worker, and shall provide them upon request to
HUD or its designee if the agency is a party to the
contract, but if the agency is not such a party, the
contractor wiEl submil the payrolis to the appiicant
' sponsor, or owner, as the case may be, for lranstnission to
NUD or its designee, the contractor, or the Wage and Hour
bivision of the Department of l.abor for purposes of an
Investigation or audit of compilance with prevailing wage
requiremants. It is not a violatlon of this subparagraph for
a prime contractor to require a subcontfacfor to provide
addrssses and soclal security numbers to the prlme
corttractor for its own records, without weekly submission
to HUD or its designee. (App�oved . by the Office of
Management and Budget under pMe Control Number
1215-01d9.�
(bj Each payroll submitted shali be accompanled by a.
"Stafement of Complia�ce," signed by the Contracfor or-
subcontractor or his or her agent v�ho pays or supervises
the payment of the persons employed under the contract
and shali certify the following:
{1) That the payroli for the payroli period contains the
information required to be provided under 29 CFR 5.5
(a)(3)(Ii), the apprnpriate information is being mai�tained
under 29 CFR 5.b(a}(3)(i), and fhat such information is
correct and complete;
Page 2 of 5
ref, Ha�dbook 1344.1 -
CDBG CONSTRUCTION CONTRACT — �XHIBITS
Cowan Place Apartments Page 16
{2) That each laborer or mechanic (including each helper,
apprentice, and trainee) empioyed on the contract during
the payroil period has been paid the fuli weekly tvages
earned, without rebate, either directiy or (ndirectly, and
that no deductions have been made eiiher directly or
indirectiy from the fuil wages earned, other than
permissible deductions as set forth in 29 CFR Part 3;
(3j That each iaborer or mechanic has been paid not less
than the app[icable wage rates and fringe benofits or cash
equivatents for the classification of work performed, as
speci(iad in the applicable wage determination
incorporated into the contraot.
(c) The weekly submisslon of s proper{y executed
certtfication set forth on the reverse side of OptionahForm
WH-347 shail satisfy the raquirement for suhmission of the
"Statement of Complianca" required by subparagraph
A.3.(ii)(b).
(d) The fatsification of any of the above certlfications may
subjeet the coMractar or subeontractor to civil or criminal
prosecution under Section 1009 of Tftie 18 and Sectfon
231 of Titie 31 of ihe United Stakes Code.
(ifi� Tha contractor or subcontractor shaii make the
records required under subparagraph A.3.(i) avaflaBte for
inspection, copying, ar transcription by authorized
representailves of HUD ar its designee or the Department
of Labor, and shait permlt such representatives to
Interview empioyees during working hours on the job. If
the contractor or subcontractor #alls to submfi the required
records or to make them available, HUD or i#s designee
may, afler wriiten notice to the contractor, sponsor,
applicant or owner, take such action as may be necessary
to cause the suspension of any further payment, advance,
or guarantee of tunds. Furthermore, faiiure to submif the
required records upon request or to make such records
avaiiable may be grou�ds for debarment acUon pursuattt to
29 C�R 5.12.
4. Apprentices and Trainees.
(i) Apprentices. Apprentices wili be permitied to work at
less than the predetermined rate for the work they
perfo�med when they are employed pursuant to and
indivfdually registered in a hona fide apprenticeship
program registered wfth the U.S. Department of labor,
Employment and 7rai�ing Administrafion, Office of ,
Apprenticeship Tralning, Empioyer and Labor Services, or
with a State Apprentfceship Agency .recognized by the
Office, or if a person is employed in his or he� ffrst 90
days of probationary employment as an apprentice fn such
an apprenticeship program, who is not individually
registered in the program, but who has been certified by
the Office of Apprenticeship Training, Empioyer and Labor
Services or a State Appre�ticeship Agency (where
approprSate) to be eligibte for probationary emptoyment as
an apprentice. The aliowable ratio of apprenticas to
Journeymen on the jab site in any craft ciassitication shall
not be greater than the ratio permltted to the contractor as
lo the entire work force under the registered program. Any
k li t d a roli at an a rentice wa e rate who
is not registered nr otherwlse e mployed as staied above,
shail be pafd not less than the appiicable wage rate on the
wage determinatton for the ctassltiCation pf work actually
performed. in additlon, eny apprentice performing work on
ihe Job site i� excess of the ralio permitted under the
registered program shaii be paid not less than the
applicabie wage rate on the wage detecmination for the
work acivally performed. Where a contractor is performing
canstruction on a proJeCt In a loCality other than that in
which its program is registered, the ratios and wage raies
(expressed in percentages of the journeyman's houriy
rate) specified in the contractor's or subcontracfor's
registered program shall be observed. Every epprentice
must h.e paid at not lass than the r8te speclf{ed in the
registared program for the appreniice's level of progress,
expressed as a percentage of the journeyman houriy rate
specffiad in the appllcabie wage determination.
Apprentices shall be paid frin9e benefits fn accordance
with the provisions of the apprenticeship program. If the
apprenticeship program does not specffy frirtge benefits,
apprentices must be paid the fuil amount of fringe benefits
listed on the vrage determination for the applicable
ciassification. If the Administrator determines thai a
ditferent practice prevails for the applicable apprentice
classification, fringes shali be paid in accordance with that
determination. In the event the Office of Apprenticeship
Traln(ng, Employer and Labor Servfces, or a State
Apprenticeship Agency recognized 6y the Office,
withdraws approvai oi an apprenticeship program, the
conffactor wiii no longer be permitted to ukilize
apprentices ei iess than the appifcable predetermined rete
for the work performed untii an acoeptable program is
approved.
(iiy Trainees. Except as providad in 29 CFR 5.16,
trainees wili not be permitted to work at less than the
predetermined rate for the work performad unless they are
employed pursuant ',to and individuaily regisfered in a
pragram which has recelved prior approvaE, evldenced by
formai certificatfon by the U.S. Department ofi Labor,
Employment and Training Administration. The �atfo of
trainess to journeymen on the job s(te shall not be greater
than permitted under the plan approved by the
Employment and 7rainfng Administratioo. Every trainee
must be paid at not less than the rate speclfied in the
approved program for the trainee's level of progress,
expressed as e percentage of the journeyman houriy rate
specffied in the applicable wage determinatinn. Trainees
shail be pa3d fringe benefits in agcordance with the
provisiotts of the trainee program. If the trainee program
does not mention fringe Benefits, trainees shalf be pafd
!he fuil amount of fringe beneflts listed on the wage
determination unless the Adm{nistrator of, ihe Wage and
Hour Division determinas that there is an apprenticeship
program associated wEth the corresponding journeyman
�vage rate on the wage determinaqon Fvhich provides for
Iess than full frfnge benefits ior apprentices. Any
empioyee I(sted on ihe payroii at a trainee rate who is �ot
wor er s e on a p y pp y , reqistered and participating in a training plan approved by
Previous editions are obsolete form HUD-4010 (0612009)
Page 3 of 5 rei. Handbook 134a_t
CDBG CONSTRUCTION CONTRACT — E�HIBITS
Cowan Place Apartments Page 17
the �mployment and Training Admfnistration shall be paid
not iess ihan the applicabie wage rate on the wage
determination for the v�ork actuaily performed. in addition,
any trainee performfng work o� the job site in excess of
the ratio pormitted under the registered program shai6 be
paid not tess than lhe applicable wage rafe on the wage
determinatfon for the work acWaily performed. in the.
event the Empioyme�t and Tralning Administratlon
withdraws approval of a training program, the contractor
wiii no longer be permitted to utUize trainees at less tha�
ihe appiicabie predQtermined rate for the work performed
untfi an acceptabie program is approved.
(iii) Equai employment opportunity. The utilization of
apprentfces, trainees and journeymen under 29 CFR Part 5
shall be in conformity with the equal employment
opportun(ty requirements ot Executive Order 1i246, as
amended, and 28 CFR Part 30.
5. Compliance with Cnpetand Act requirements, The
contractor shall comply with the requirements of 29 CFR
Part 3 whlch are incorporated by referenee in this contract
6. Subcontracts. ?he contractor or subcontractor wfll
insert in any subcontracts the clauses containe8 in
subparagraphs 1 through 11 in this paragraph A and such
other clauses as hIUD or Its designee may by approprlate
instructions require, and a copy of the appiicable
prevailing wage decis(on, and also a clause requirfng the
subcontractors #a inciude these clauses in any lower tier
subcontracts. The prime contractor shall he rasponsible
for the compllance by any subcontractor or lower tier
subcontractor with ali the contract clauses in this
paragraph.
7. Contract terminafion; dabarment. A breach of the
conkract clauses in 29 CFR 5.5 may be grounds for
termination of ihe contract and for debarment as a
contractor and a subcontractor as provided fn 29 CFR
5.12.
8. Compiiance w3th Davis•Bacon and Related Act Requ(rements.
A11 rulings and Interpretations of #he Davis-Bacon and
Related Acts contained in 29 C�R Parts 1, 3, and 5 are
herein incorporated by reference in tfiis contract
9. Disputes concerning labor standards. Disputes
arising out of fhe labor standards provis(ons of this
contract shall not be sub]ect to the general disputes
clause of this contract. Such disputes shall be resoived In
accordance wiih the procedures ot the Department ot
Labor set forth in 29 CFR Parts 5, 6, and 7. Disputes
within khe meaning of thls ciause include disputes between
the contractor (or any of its subcontractors) and HUD or
its designee, the U.S. Aaparimeni of Labor, or the
employees or their represantatives.
10, (i) Certlfication of Eligibitlty. By eniering into this
contract the contractor certifies that neither it {nor he or
she) nor any person or firm who has an interesf fn the
contractoPs flrm fs a parson or firm 3neligiblo to be
awarded Governme�t contracts by virtue of Secfion 3(aj of
the Davis-Bacon Act or 29 CFR 5.12(a)(1) or fo be
awarded HUD contracts or participate in HUp programs
pursuant to 24 CFR Part 24. .
(ii) No part o# thfs contract shall 6e subconiracted, to any
person or firm ineligidle for award of a Govemment
contraet by virtue of 5ection 3{a) of fhe Davis•Bacon Act
or 29 CFR 5.12(a)(1) or to be awarded HUD contracts or
participate in HUD programs pursuant to 24 CFR Part 24.
(iii) The penaity for making Talse slatements is prescrlbed
in the U.S. Criminal Code, 18 U.S.C. 1001. Additionaily,
U.S. Criminal Code, Section 1 01 0, Title 18, U.S.C.,
"Federal Housing Administration transactions", provides in
part: °Whoever, tor the purpose ot ... iniluencing in any
way the action of such AdminisYration..... makes, utters or
publishes any staYemeni knovring the same to be false.....
shali be fined not more than $5,000 or imprisaned not
more than two years, or both."
11, Compiaints, Proceedings, or Testfmony by
Employees. No faborer or mechanic to whom the vrage,
salary, or other labor standards proWs(ons of this Contract
are applicable shall be discharged or in any other manner
discriminated agafnst by the Contractor or any
subeontractor because such employee has filed a�y
complaint or instituted or caused to be instituted any
proceedfng or has test(fied or Is about to testffy in any
proceeding under or relating to the labor standards
appiicable under this Contract tv his empioyer.
B. Cohtract Work Hours and Safety Standards Ac� The
provisions of this paragraph B are applicable where the amount of lhe
prime co�tract exceeds 510�,000. AS used in this paragraph, the
terms"laborers'and`mechanics"Enclude v+atchmen and guards.
(9) Overtime requiromeats. No contractor or subco�tractor
contracting for any pa�t of the contract work which may require or
fnvoive ihe employment of laborers or mechanics shau requira or
permit any such laborer or mechanic tn any worinveek in which the
individuai is employed on such work to work in excess of 46 hours in
such v�orkweek unless such laborar or mechanic receives
` compensation at a rate not less than one and one-half times the basic
rate of pay for ail hours worked in excess of 40 hours In such
workweek.
(2) Violation; Iiablilty for unpaid wages; liqu(dated
damages. In the event of any violation of the clause set
forth in subparagraph (1) of this paragraph, the coniractor
and a�y subcontraCtor re5ponsible therefor shall be liable
for the unpaid wages. In addilian, such contractor and
su6contractor shall be liable to tha United States (in the
case of work done under contract ior the District of
Columbia or a territory, to such Dlstrict or to such
terrilary), for Iiquidated demages. Such Ifquidated
damagas shall be computed with respect to each fndlviduai
laborer or machanic, including watchmen and guards,
employed in vfolatio� of the clause sei forth in
subparagraph (1) of this paragraph, inthesumof$10foreach
calendar day on which such individuai was required or permitted to
work in excess of fhe standard vdorkweek of 40 hou�s without paymenl
of the overtime wages required by ihe ciause set forth in sub
paragraph (1) of this paragraph.
Previous edifions are obsolete form HUD-401p {06/2009)
Page 4 of 5 ref. Handbook 1344.1
CDBG CONSTRUCTION CONTRACT — EXHIBITS
Cowan Place Apartments Page 18
(3) Withhoiding for unpaid wages and liqutdated
damages. HUD or its designee shall upon fts own action
or upon written request of an authorized. representative of .
the Deparlmenl of Labor withhoid or cause to be wHhheid,
from any moneys payable on accounl of work performed by
the contractor or subcontractor under any such contract or
any other Federal contraci with the same prime contract,
or any other Federel(y-assisted contract subject to the
Contract Work Hours and Safety Standards Act which is
held by the same prime contractor such sums as may be
determined to be necessary io satisfy any liabilitles of
such contractor or subcontractor for unpaid wages and
liquidated damages as provided in the clause set forth in
subparagreph (2) of this paragraph.
(4) Su6contracts. The contractor or subcontractor shail
insert in any subcontracts the cieuses set forkh in
subparagreph (1) through (4) of this paragraph and aiso a
clause requiring the subcontracrors to include these
clauses in any lower tier subconYracts. The prime
contractor shall be responsible for compliance by any
subcontractor or lower tier subcontractor with ihe clauses
set forth in subparagraphs (1) through (4) oi this
paragraph.
C. HealEh and Safety. The provisions ot thfs paragraph C are
applicable where the amount of lhe prime contract exceeds 5100,000.
(7) No leborer or mechanic shall be reqtiired to work in
surroundings or under working conditions which are
unsan(tary, hazardous, or dangerous to his heaith and
safety as determined under construction safety and heaith
standards promulgated by the Secrefary of Labor by
regulation.
(2) The Contractor shail compiy with ali regutations
issued by the Secretary of Labor pursuant to T(t!e 29 Part
i926 and failura !o compty may resuit in imposition of
sanctions pursuant to the Contract Work Hours and Safety
Standards Act, (Public Law 31-54, 83 Stat 96). 40 USC
3701 eY sea. `
(3) 7he contracfor shali include the provisioos nf this
paragraph in every subcontract so that such provisions will
be binding on each subcontractor. 7he contractor shal{
take such action with respect to any subcontractor as the
Secretary of Housing and Urban Developmant or the
5ecretary of Labor shaU direct as a means of enforcing
such provlsions.
Previous edilions are obsoleie Form HUD-4010 (06/2009)
Page 5 of 5 ref, Handbook 9344.1
CDBG CONSTRUCTION CONTRACT — EXHIBITS
Cowan Place Apartments Page 19
�
EXHIBIT "I"
SECTION 3 REPORTING FORMS
COWAN PLACE APARTMENTS
SECTION 3 BUSINESS CERTIFICATION
SECTION 3 SUMMARY REPORT (Form HUD-60002)
CDBG CONSTRUCTION CONTRACT — EXHIBITS
Co�van Place Apartments
Page 20
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CDBG CONSTRUCTION CONTRACT — EXHIBITS
Cowan Place Apartments Page 21
Gry of Port Warth
Scciion 3l�lorker �nd T:.Seced Seccbn 31Varker Cercifiaoon
Background:5ectian3i:aproH:ionofeF.eNU�Accof1968thatpromo[csbciemnamicdevelopmer=cnc16h6orhoadcconamicimpravcmcn�,andinLFidual:e!f-:��'ency.Tothe6reate:te�ter.tpa::ibie,5ectanirequ+rtseh �theCityofPortl'iarth
�CFNjo: edpientofcert:�HUDfinancialassi:tance�cg.,CB�G,HOl�tE,:ndMOPVldprogamfund:�prarEejo6tr.inin�andemp'oymcntopporNnkicsm'nw-oru-cryiow-i:nmmerc.Eenuimm�ne� nwithprojecss:nd:ctrvi;ir.th:tthe:efundshe�p
pm/de in che� ne7sh,Lwhoods Devebpers, onuacxor., orsuhconvanor: recWinS CtW Nnds murt makc reawn:blc eHorss eo romplywith ihi: proy:�n. This repor, dcmarsvaic hcwbu:�:nc:: cntitie: cerc'rfy the Seccion 3:bt.:s o?:hcr rmployee. and
reporcantheirh6arhoursthaivpporc5cnion3empb•� me5oais.
Projed Name and Add�ess:
eusinesz Intormadon
.. ..................... .......
!lame af 0u:inesr.
Address of Businea:
11eme af CanteR-
Conta¢Tele hanc:
fnntect Fmeil:
Prajcct Smrt Dete: C---_----�
Reporting Feriod: �
��'OR7'1i1)RTIi,
Em b CerVfimtian Informa[ian and iotal Labor Haurs Re ort
Em o cd WithinthePutSYeers ����i�� TotalNa.afL¢6arHours
FmplayeeDetea! � Y � Lrveswithmthe5erviceAree Mou�iy Low- Tergeted
EmployecNmnc EmplayccAddres Scction3 YouthBuild Wege0.Me
liire orMeNeighborhoadolthe 1Vegelinm inmme fo�ssnuczim� Frotcssionnl Sectian3 Sectian3
e�uine3 pertiapent (A"1YO�'i� �yoha Scrcice Worker 1Vohcr
Pra'cR
. . .. t7o '. P!o �. ... No
�� No ���� t7o No��'�
....... �. No �.: No ���� �: No �....
........... . No ... Na �.. . . Na �...
�� �� No No � No ������
..... .. � No �. Ma � ...... No �...
��� No ���� No . No ���
........ .. . No ��� No , . .�. No . .
� � Nu No No . �
� � �' No � Mo No �
..... ....... No � Mo �... �. No �...
�� No �� � No � Na ��
...... . . No Ho � � No .. ..
:: No F1a No ��:
�����No �� No Ho����
� �:� No `� Na ��� ��� No � �
< Mn Mo No `
��� �� No No ��� No ����
�.��� No No EJo �.:�.
�����Plo Mo ���No ����
�.�: Na �� Mo No'���
���No ���� No No ��
�'� No Na � � F!u � �
���� No ���� No No �:�
��� ��� No tlo �' No ����
�.�:� No Mo No �.�.�
" No � Nu No �' � �
�'�No Ma � No'�
��' Nn �� No No :�
...... . . . .. �m �:: rm �... � wo
���' No No �� No �� � �
' No � No �� Na ����
����Na No �No'���
`� No �� No Nc ��
.. . .. Ne .... Ma �.. . .. Mn '.
... ...... . No � No �... . No ..
� � ��. No ��� � No � No �
ToraiLaborHours OAD 0.00
CDBG CONSTRUCTION CONTRACT — EXHIBITS
Cowan Place Apartments Page 22
Goals S�mmary
HUD <n�bli:hed Sccx.o,� 3 SoaL• to F,o"d recipienss �li::e CFVV) acrount�6le fw iheir efforcz to zUppon tYc pro5ram. The Saol::e; :re shn 25`.e of the mt.i labcr hours r.poncd ar< pertormed by Seceon 3 workers ard eh:t 5°b af the ro:ai lahor haur reparted
rformcd tr•T:r cted Scction 3 workv:.
O.00ToGILnbrnMours T1i+:i�WutlueNQrvtr� UtotHauz.Fmle:Ualr.r.i�etS�zH�nmitevr_Jtatti�ms[NeSr�on3e�Mia�-ECMrRct�31a'ictHi ��.rtms�roc�eintiv6tlNeTofelLeL�ctMasi.
Goal �r.et ii at Inst 25'% of tiic pmjc¢ ho�r. are atnib�2ed to Scctian 3\'lari vs.
O.00Senim3WorkerLnborHwrs KDPt)0! XofTctellnborHaurz GodMet?�CcCltumz;reenifinet:ndyellowifr.atmet.
Goal mst if at �cart 5� of thc mt�7 projcct hourz are �trrib��tcd to Tar�etcd
0.00Te�gc�edienion3WarkcrtetrwHaurs �DIY/0! 'io(Tace7lnborHow-s GadMe[? Scnion3YloAerz.C<Ii:ums5rcenifine:ard�ellax'rfnetmet.
It ei[he� oal was not met meanl the oal Iabor �ours cell is ellow lease ex laln our efforts ta meet the unmct oal. You ma reference the abave events heltl antl activ�des untlertaken,
BUSIIt¢55 AK(RlaOon:
I aiirm tFa2 che abo,x na:emcou:rc o-ue campleee, and mnen 2o Ne hcc dmy knwile2ne i under:ana th:t hwinc:ss nho mi:�ep+cmcinfwma2ion abovc thdr empoyecs and repaKfal:e 4nformatlon m che Ciy of Port 1Vareh mry ha�e thdr
mntr.crscermin:ted�dehuhandbeh::..edfr«�on;o;neandfuturer.ai�2�ntionsfwmntr.ctn�oppartvni6es.Ihercbycerf��,erderpe�aicyofl:w,wemeettFedefinitionMaSecc;on38u:irczunde•federalrc, L-ti n:vftheUS.Uep:rtmentof
Houvn6 and Ufian Deye�opment vt 23 CiP P:rt 75, anZ that the id'vn�ins inFormation rs cortect m the bct af my kno.��led6e.
Pri�t Namc:
Son�ture:
D:tc
Definitions
Farth purpousofNi:eeport,:laworverylowtinmmewwker:onewhoe�msatorbeSo-x80'band50:foithc:rnmed�nincomc(Al.11�,rrspect�:ely,iorfi.nl�xar2021,HU�hasctablishedalowincome.�l:ryfmanindi�idualasnoa�o�eti�an
$45,300.00 an.nu:":y (cYecvle Apnl 1, 2021�.
OutreeA eHara incivde b�c:re nat limked to tfie fdlowin6:
�1} EnS:;e 4n autreach eHons to 5enente job appi<ar.ts who are T:,Scmd Seaion 3 workerz.
�2) Pra�iled trnin6 or apprentu:hFP �PP�ricies.
C3) Prvi�ed technioi asi�-t�ncc to hNp Secto� 3 w«kers campete for joh: (as., tcume �ui:t�na, coxhir5j.
�d) Hcld one « mwe jo6 f:+s.
(5)Prvi�ed�airt.ncetoapplytor/oraSrndcanmu tymllr9e.a/our-yeareduc:ton�inrGi�.tim.or�vcrtion:lltechn2alVair.3ne.
(6} ➢ra�Eed t«h�iol asut��ce m heip Secea� 3 busirrsx roricerns un2<rand and 6id o� conbaas.
(7) D�rded contracts ir,to sm.11a jo6: m fa litx patopation 6y Sectia� 3 6us=nesx co�cems
Protezzionel umc�s mean: rnncnnstruccon zervicez th:c requirc an :dv�r.cM de6ree or profexsun.t iice+sin5, i� W:n�, bu[ rtot limited m, contraRs far kpi urrices, fi�anci9 mrv-uftin�, acca�ntin6 servicu, emirwimennl assessmm� archi¢c[�ral
. z,ardc,vlen5ieeerin5:ervicc.Profrss:o�afsenicehovrzareeedudedimmthemm)Ieborhousbuccan6einduCedinthe5eccon3orTargecedS«oan3l�borhouasifMeempbyeemeecsthedefir.itionofa5ection3wT:.5emdSeceon3wo.ker.
A Scction 3 Muiness'u- o�<th.i meecs et Iee:t oix of the (o�aHinS mtv;a, documerxed xdtn� the prior six-manN period oi s�bmiron5 the c� �tian :nd repw�r.
�1j A[ leart 5!'4 o,vrtcd :�d mnno�ed by lo.r or �ery Iowtincome per.ans; OR
(2)W�r75'f a'the labar hn�rs pehrm:d for ehe buzinrz oxr the prior eheermanth period are performed by Section 3 vroekvs; OR
�3} it is a h�: ne� rt Ie�rt51'6 owrcd antl mnholied bycurtent puhlichaurin6 residenc wrtr2ents who cuarent'y Ii�e in Section 8-a:'sced h u;in5.
A Seceion 3 wohu is any Morkv who currnnt�• frts or whr,� hiacd wrthin �he p=s2 fi��e ye�rs frt e<_is-=y vt the fdbx-�n5 n:�oric, ss d«�m<r.ted:
�3}The wolled: ircome fw the prr.-io� or �r�nu:4iced olerdar ye�r i:6c!ow the �r.c«ne IFmie e�ab'.i:hed by HUD; OP
�2)The workv i: empb}¢d 6y : certifi<d Sec[�en 3 busi�nexs; OR
�3} The wor4ei is a Youth9uild partrtipant.
ATergrted Senian 3 wo.*ex for pmjeccs recn.;� F.ousin5 ard cammun'iccy de1rlapment fmar<:al uzirtaru meanz a Secti«� 3 wmker xi+o:
�SJ �s employcd by � Section 3 6usinexs; Op
�2) cvrrentty frts arwhen hired frt :t lest one of the fo!bwin� nte5arie:, m documented w:thin the pa:t frvc yeas:
ji} livin5 within the service arca or the nsi�hborhoaG of the pmject w
(i�� A Yweheu;ld parodpcnt
CDBG CONSTRUCTION CONTRACT — EXHIBITS
Cowan Place Apartments Page 23
OUtteath EVenffi: Contr�cmr mu:t pmvide e�ridesce [hac thry ha�'c m:dc que(itawe cfforzz to urisi imx and very Iw.Vir.cwne pusans with employment and trsSniro opportunit'e:. Qu.'�tadir cNorts cor.a � of, b�c arc not Ifmittd m, EnVcion Center
EXHIBIT "I-1"
SECTION 3 Project Service Area Map
COWAN PLACE APARTMENTS
Total Population of 13,830
' 1 mile Buffer
� Cowan Place
6 Q.125 0.25 6.5
h�E25
„. _--�,.::.
�(,
o.�s
ToH_�H.,
O C-)�9H:J� i Ct� :I I'cnYkM Ilra_!v-nn: npoEu�a-: Y��m_44� nl i:.k�tl� z+n Ifi� F-tlr-t b I-r
Mnma:mtl pew... �=�r.v.ot ra..:..., c.w+na h c� weNw c..aa� .�n�..m:. m.,-..sr.::uc
A d=+a rxi v0'�eG an m-fiaya�zsMn] sa�v�Y �rd n:+r-�s m'p �iF�calvY �:�� bcs"a- el FYP�J �ril�rY•
r!v C1� ct 1'vi t'drN. �nvm� m n4 .atifa S*!Ea �a-��ncy ct ��N G�t�
CDBG CONSTRUCTION CONTRACT — EXHIBITS
Cowan Place Apartments Page 24
�c�w�n Pi�ce 1 Mile Buffer Radius
EXHIBIT "J"
COWAN PLACE APARTMENTS
���� �����:$,
� �
Standard nf Gocumentation for Reimbursement of C�evelcapment Costs
Co st
STANDARDS FOR COMPLETE DOCUMENTATION
Acquisition of Real Property
Pr�-Development and Soft
�asts (Architect, EngineEr,
Landscape Design, Surveys,
Appraisals, Environmental, Legal
Fees, Other Consultants, Etc.}
Daci�mer�tation �tandard
- PJatice to Se(ler (c�ate must be on or before ihe date of aptions agreement
or sales contract and signed 6y the buyer and sellerj
- Recorded Deed of Trust
- Purchase pgreementwf Reyuired HUD language
- h.�aster Settlement 5tatementJHUd-1
- Appraisal or other document Used to cietermine purcha�e price
• Praof of Payment {i.e., bank ststementJcarrcelleci �heck)
- Verificatian of Vacant 5tatus (as applicable}
• Invoice should include_
■ date;
• company's [etteri�ead;
■ address far which service is �arovided;
■ descripiion of senrice{s) and item(s);
■ amount for itemized services; and
■ total amaunt
- Praof af Payment (i.e., banfc statement or cancelled check)
- Fully executed contract/service agreements/letter agreements and
applicable am�endments
Q Provide printout from wwNv_sam_�ov �erifying
contractor%sub�ontractor is not listed on the �[ebarred anc�
suspension list
- If only a partion is being paid vrith City funds, then shovr cafculation and
documentatian of ho�,v costs are allocated_
Nei�hboi�hood Services
FIPtAL as of 6/21��417 Fage 1
CDBG CONSTRUCTION CONTRACT — EXHIBITS
Cowan Place Apartments Page 25
� �� � �� .,a
Standard of Dacumentation for Reimbursement af aeveloprr►ertt �csts
Constructior� C�osts
(Contractars &Subcontractors)
- Invoice should include:
■ total amount
- Proof of Payment {i_e_, bank statement or cancelled checkj
- Capy of applicable inspectian report(s} conducted by NSC1 Inspector
- Ca�y of executed agreements
■ Provideprintoutfromww�v_sam_�ovWerifying
contractar/subcqntractor is not listed on the dekaarred and
suspension list
- If only a portion is being �aid with Gity fiands, then shovr �alculation and
docuer�entation of how costs are all�cated.
- For payment of finai retainage for the prime cantractor, provide lien
s�l�ivers {or the prime an�! all su�icontractor�_
- List af subcontractors
f�laterials Purchased by Developer
{if applicable)
■ clate;
■ company'� letterhead;
■ address for whichs serui�e is prouided;
■ description of seavice{s) and item(s}r
■ amount for itemized sen�ices; and
Invoice should include:
■ date;
■ company's lett�erhead;
■ address for �.�lhich service is provided;
■ description of servi�e{sj and item{s};
■ amount f�r itemized senrices; and
■ total �mount
developer Fee
(if p�id directly from HOME fundsj
Proof of Payrnent {i_e_, bank statem�nt or cancelled checEcJ
t�erification of delivery
- Final Ir�voice ReflectingTotal DeWefopment �ost
- Proof of payment for any other entity/funding sourEe contributing to
d�aelopment costs
- Show calculation of agre�ed upon d�veloper fee percentage
- Copies of final lien releases from cor�tractor/subcantractor
- Compfete Docurnentation income eligibility caf buyersjrenters (i.e_, income
documents for eligible hamebuyer%tenants, sales contract beiween
develoRer/homebuy�r, HAP Deed af Trust with required affardability
periad language, ete.}
- Lease documents
- Finaf inspections of completed units
[+iei�hborhood 5eivices
FIN�I. as of 6 j21 J2017 p�,�e g
CDBG CONSTRUCTION CONTRACT — EXHIBITS
Cowan Place Apartments Page 26
EXHIBIT "K"
CONTRACT AND SUBCONTRACT ACTIVITY REPORTING FORM
COWAN PLACE APARTMENTS
Excel spreadsheet to be provided. This form must be completed and returned to NSD within 30 days after
the pre-construction meeting
and annually thereafter on June 30ri� of each year while the contract is active.
Contract and Subcontract Activity 0.S. Dopnrtmenl ol Housi�g and Urbnn Development OA1B Appmvai t}o,: 2535-0117 (erp. 1131f2073)
Pudk Reportlng BUNen Iw itds co6ectlon o7 hlortnatbn Is estkliatetl to ave2gz .50 tqurs pef response, b�ciu6ng Ilw lme lOf reNeN91g h��sUudbn , SCarCNng exk161g tla�a sources, gaU�eMg antl maiMalN�g ihe Oata neeW.�U, antl cbrnplt�iig and reNtAifg lIw
mBection oi W«matbn Th5 M'ormatbn k wiurlary. FA/D may rot wWtct INs inloimation, a�M you are twt req�9re7 to comp4ete tiis 1«m, �mless n t➢splays a cunmUy valii oMB ConUd NwMer.
FsecNim Ord=r 12421 da1N July 14, 1981, d�etis itle Rt�3wiity Elustr�k�css DeVebpnent %ans shad be devebped Oy each Fetletal Pyenty and O�al lhese annu3l pk in sAall e51ab4�h m'vwt0y buslnes tlevebpnenl ob�ccUees. The trdoimallon t5 Uscd Ly HU� to rtwndor
azM eveluate h1�E actMtles agaNst Ihe Idal progrem actPlAy e1M NB tleslgnatetl MroNy bUslness mietpnse (n10� goais- T7te Oeparlment IeqWres �IIe htorma0on to provkie tj Itlarce aM tl�erslght br progiems Ior Ne devN.o(�rt�erd of rtdnonty Ws�ness ente�u�
�xefNng M9writy Bu5lt�ess �evebpmenl Ii lho bdortnadon Islrol wBxlcW HUO xrou'd nd be aNs b esl�s� meaNngful IAOE gmis �wt evaltnle l.98E psrtormatxo agalnst IM se goak.
m� oo assu�a�� d�n�aia�„n�sry � p.�ayzd m re:po,�eeo�, Huo ge��ra�y a�w:� ire: da�a o„y i� res��, m a Fr�n a t�ro�uu«� rep,esi.
Prlvacy Ac� Nolitt . Ti�e• IAiTe� Sfales DepaM�eN d Housb�g arM tNban De�ebpmeM, Fetle21 Fiousrg AtlmWSUa�bn, Is e�AM�fzetl io so!ce ��e inlortnation �s�etl k� Itds twm by vi�lue o1 Ti�le 12, Unilcd S�ales Cafe, Stt�bn 1701 et seq, and rn]ula�IwK
pranttlqale0 NCrcurcJet ai 7Ne 12, Cotle ol Fetle21 flegl9a�bre. I� Yf� m� be UiSdosed u telea5etl 01Askle Ne Uni�eG Siales DEp3M�en� o( HWsiig aiW UrUan �Bl'6bpmenl WAhou[ ymur coltseM, o%Cepl as mquircH or pelm4lEd by Idw.
Gr,�rLPr�eciNurtberw
HU�CaseldanEeroe
w«����, a wxsm.
bAi:M�, tlrretYnBUMt. Mt.
�s
a�,naaa Tyyoa s�ocu.vncm� �van�
Cmbazf TtaOe Busik+59 OsnM
a�5ubtonbaf� CoOu fixil£�Ntc Bu�4wss
ocbxl l°aabc;oH) (YNs�lor
]b. ]c. ]d ]e.
IHA
p��wc.,coas) a. Rew,�m.
� Oi
rnmeccm.aaor scc. soecauru
HmVwlm(ID) 3 ICcn[Eca�im
Hun�at 14m0ar
t - Sopl. 30 (Mnual-FY}
s�
) 3
liaerva
n.
sw e>r+�� oi �a n� trnwm a v,,c:.
use a swarota �near ror.xn c�a�m waa.
70: Type o17Ydae Coa¢a:
CPU: NouainglPublle Houeing:
7= New ConshucYari 1= Mew Consliuclion 6- Pmiessfonal
2= EAuca�oM2Ning 2= Substan�al Rehab. 7=7enaM SeMces
3= Ott�er 3= Repalr B= EtlucatloNTrainl�
4- 5ervice 9= ArchlEr�grg. AppraLsal
Prevbus etl1bns are a�sdete.
n.
�.
7d: flaclaVE�hnlc Cotlea:
i = wnae nr�e�ea�
2 = Black Ame�icans
3 = Native Art�erkans
4 = F6spa1NC Amertcens
5 = AUaNPac'R Americans
b = Hasidic Jews
CDBG CONSTRUCTION CONTRACT — EXHIBITS
Cowan Place Apartments
Cmbacior5ubmK�atl�r Nama uN AOiezx
n-
Sbe.t
Gti
s�w nacaa
s: Programcoaea(compctetaHc.diyanewwcane�nsanricus�rr�pmgams«uy):
I= All NsureO, IMI�tg 5ection 8 5= Sxtion 202
2=FIe�eSWskty 6=HUD-HeW(Menagement)
3= SMbn 8 NorvnsureQ NonHFDA 7= Pub&li�an Housitg
4 = InsutM (lAanagemenl
Page 27
� City of Fort Worth - Action Details
' Details
File �:
pa� Type:
CII Ttle:
6fi
:he HS
forda',�
�
II I M1lover.
ICIL
Result:
Agenda note:
hlinutes note:
Action:
Action text:
Consent Votes (0:0)
0 records ''
Person 6dame
No rzcords to display.
MC 210498 Version: 1
Arvard of Contract Consent
��
(CD 5) Authorize Execution of a Subrecipient Agreement �vith the Housing Authority for the City of Fort
Worth, Texas Doing Business as Fort Worth Housing Solutions in the Amount of $750,000.00 in
Community Development Block Grant Funds for Construckion Costs Associated �vith the Infrastructure
Improvements in Support of the Cowan Place Affordable Housing Development Located at 5400 East
Rosedale Street
Seconder:
Approved
Approved.
Vote
City of Fort Worth,
Mayor and
DATE: 06/22/21
lu�'��__ ► u=_ : u: �•..
LOG NAME: 19COWAN PLACE - HOME UDAG FUNDS
SUBJECT
(CD 5) Authorize Expenditure of a Total of $860,000.00 of Identified Federal Funds, in the Form of Forgivable Loans to Fort Worth Affordability
Inc., for the Development of the Cowan Place Affordable Senior Housing Development Located at 5400 East Rosedale Street as Part of the Multi-
Year Choice Neighborhoods Implementation Grant in the Cavile Place/Historic Stop Six Area; Authorize Execution of Contracts and Related Loan
Documents; Authorize Acceptance of Assignment to City by Fort Worth Affordability Inc., of Contracts and Loan Documents for its loans to FW
Cowan Place, LP for the Benefit of the Project; Authorize Assignment of Federal Grant Obligations from Fort Worth Affordability Inc. to FW Cowan
Place, LP.; Authorize the Substitution of Funding Years; and Adopt Attached Appropriation Ordinance
RECOMMENDATION:
It is recommended that the Ciry Council:
1. Authorize expenditure in the amount of $500,000.00 of HOME Investment Partnerships Program grant funds in the'form of a forgivable loan
to Fort Worth Affordability Inc., for the development of the Cowan Place Senior Apartments located at 5400 East Rosedale Street;
2. Authorize expenditure in the amount of $360,000.00 of Urban Development Action Grant Miscellaneous Revenue in the form of a forgivable
loan to Fort Worth Affordability Inc., for the development of the Cowan Place Senior Apartments located at 5400 East Rosedale Street;
3. Authorize the Ciry Manager, or his designee, to execute all related contracts, loan documents, and other documents necessary for lending
activities with terms as specified below;
4. Authorize the acceptance of an assignment to City by Fort Worth Affordability, Inc. of the loan documents for the $500,000.00 and
$360,000.00 loans to be made by Fort Worth Affordability Inc., to FW Cowan Place, LP for the benefit of the Project;
5. Authorize the assignment of the HOME and UDAG obligations from Fort Worth Affordability Inc., to FW Cowan Place, LP to ensure
compliance with applicable federal regulations;
6. Authorize the City Manager or his designee to extend the contracts if such extensions are necessary for completion of the Project, and to
extend all other required documents for lending activities as necessary for the development of the Project;
7. Authorize the City Manager, or his designee, to amend the contracts and other required documents if necessary to achieve project goals,
provided that the amendments are within the scope of the Project and in compliance with City policies and applicable laws and regulations
governing the use of federal funds;
8. Authorize the substitution of current and prior funding years in order to meet commitment, disbursement, and expenditure deadlines for grant
funds from the United States Department of Housing and Urban Development; and
9. Adopt the attached appropriation ordinance increasing the estimated receipt and appropriations in the Grants Operating Other Fund in the
amount of $473,038.04, from UDAG program income, to support the UDAG loan.
DISCUSSION:
The purpose of this Mayor and Council Communication is to approve financial actions in support of a senior living housing development in the
Cavile Place/Historic Stop Six area as part of the multi-year Choice Neighborhoods Implementation grant.
On October 22, 2019, City Council authorized the City to act as a co-applicant with Fort Worth Housing Solutions (FWHS) for a Choice
Neighborhoods Implementation (CNI) grant from the United States (U.S.) Department of Housing and Urban Development (HUD), adopted a
revised Cavile Place/Historic Stop Six Neighborhood Transformation Plan (Transformation Plan), and committed $39,375,654.00 over a six-year
period for various improvements and activities in the Cavile Place and Historic Stop Six neighborhood, subject to receipt of the CNI grant. In spring
2020, the City was notified that the City and FWHS had been awarded the CNI grant, Mayor and Council Communication (M&C) 19-0268. As co-
applicant, the City agreed to support FWHS in implementing the Transformation Plan by providing resources to eligible activities, including a
commitment of $3,000,000.00 in HOME Investment Partnerships Program (HOME) funds and $1,110,000.00 in Urban Development Action Grant
(UDAG) funds to be awarded over the next six years. The purpose of this M&C is to move forward with awarding HOME funds for the first year in
the amount of $500,000.00 and UDAG funds for the first year in the amount of $360,000.00 for eligible activities.
The Cowan Place Project (Project) is part of Phase 1 of the Transformation Plan and will consist of a new multifamily, affordable senior apartment
complex. The Project will have up to 174 units for seniors 55 and older, with 156 of those units set aside for households earning sixty percent or
less of area median income (AMI) and at least five percent of the total units set aside as Permanent Supportive Housing (PSH) units. Phase 1 will
also include infrastructure improvements in support of the Project that will include, but not limited to, site improvements, street reconstruction and
street improvements such as water/sewer improvements, curb and gutter, sidewalks and street lights. FW Cowan Place, L.P. (Developer) will be
the developer and owner of the Project and is a Texas limited partnership consisting of FW Cowan Place, LLC as the general partner (owned by
FWHS), and FW Rosedale MBS SLP, Inc.
Texas
Council Communication
Fort Worth Affordabiliry, Inc. (FWAI) a Texas nonprofit corporation, which is the managing member of FW Cowan Place GP, LLC, and is an
instrumentality of FWHS, has requested that it be the initial borrower of the HOME and UDAG funds (collectively the "Loan Funds") instead of
Developer so that there is less risk that the loan proceeds will be subject to taxation by the Internal Revenue Service. FWAI will execute loan
agreements, promissory notes, and deeds of trust in favor of the City for the Loan Funds and simultaneously loan the Loan Funds to the Developer
for the development of the Project. To collateralize the loans from the City to FWAI and ensure compliance with federal requirements, FWAI will (1)
assign its loan documents (from the loan from FWAI to the Developer) to the City and (2) assign its obligations under the City's HOME and UDAG
contracts to the Developer.
In an effort to further the implementation of the Transformation Plan and aid the infrastructure improvements in support of the Project, staff
recommends the following loan terms and conditions:
HOME Loan Terms:
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Loan term to commence on execution of the loan documents and terminate 40 years after project stabilization. Final payment of principal and
accrued, unpaid interest will be due 40 years after project conversion coterminous with final payment date of permanent loan;
Interest rate of zero percent so long as borrower complies with all of the terms of the contract and loan documents;
Performance of the HOME requirements and payment of the HOME loan, if required, will be secured by a deed of trust and HOME Deed
Restrictions on the real property through the affordability period or the loan term, whichever is longer;
Affordability period to begin on the date the project status is changed to "Complete" in the Integrated Disbursement and Information System
(IDIS) and continue for 20 years thereafter;
HOME loan to be subordinate to any construction/permanent financing and any financing provided by Fort Worth Housing Finance
Corporation;
HOME-assisted units will be designated according to the HOME regulations with a 20 year affordability period;
HOME funds shall be repaid by FWAI to the extent FWAI receives repayment from Developer;
HOME funds shall be forgiven if all terms and conditions are met, FWAI has not received any repayment from Developer, and Developer has
complied with all City and HOME regulations and requirements;
HOME funds will be provided on a reimbursement basis for eligible costs only; and
Development and operation will comply with all HOME Regulations in 24 CFR Part 92 et seq.
The expenditure of HOME funds is conditioned upon the following_
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Satisfactory underwriting in accordance with federal guidance for use of HOME funds and City policies for funding of HOME units;
Compliance with all HOME requirements contained in 24 CFR Part 92 et seq;
Construction and permanent financing acceptable to City;
Satisfactory completion of an environmental review pursuant to 24 CFR Part 58;
Receipt of authorization to use grant funds from HUD;
Receipt of acceptable, fully executed loan documents; and
Closing on all other financing for the Project.
UDAG Loan Terms:
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Loan term to commence on the date of execution and terminate 40 years after project stabilization. Final payment of principal and accrued,
unpaid interest will be due 40 years after project conversion coterminous with final payment date of permanent loan;
Performance period to begin on the date the project status is changed to "Complete" in the Integrated Disbursement and Information System
(IDIS) and will continue for 5 years thereafter;
UDAG funds to be subordinate to any construction/permanent financing, the City's HOME loan, and any financing provided by the Fort Worth
Housing Finance Corporation;
Interest rate of zero percent so long as borrower complies with all of the terms of the contract and loan documents;
UDAG funds will be used for eligible construction costs associated with the new multifamily housing construction;
UDAG funds will be used in compliance with all CDBG requirements contained in 24 CFR Part 570, including but not limited to the Project
being located in a CDBG-eligible census tract and will accomplish the public benefit of furthering a CDBG National Objective of promoting
activities that benefit low-and-moderate income residents;
Developer must employ the equivalent of at least 2 full-time positions for Central City residents at all times during the performance period;
UDAG funds shall be repaid by FWA1 to the extent FWAI receives repayment from Developer;
UDAG funds shall be forgiven if all terms and conditions are met, FWAI has not received any repayment from Developer, and Developer has
complied with all City and CDBG regulations and requirements; and
UDAG funds will be provided on a reimbursement basis for eligible construction costs only.
Staff recommends approving the expenditure and execution of contracts and related loan documents with FWAI in the amount of $500,000.00 in
HOME funds and $360,000.00 in UDAG funds for the construction costs in support of the Project, approving acceptance of the collateral
assignment by FWAI to City of related loan documents, and approving the assignment of the related HOME and UDAG obligations from FWAI to
the Developer. The Project serves a public purpose by assisting the City in fulfilling its goals under the City's Comprehensive Plan, Choice
Neighborhoods Implementation Grant, Transformation Plan and Consolidated Plan by providing quality, accessible, affordable housing for low- to
moderate- income residents and supporting economic development and revitalization.
Approval of this M&C would also allow Action Plan funding years to vary and be substituted in order to expend the oldest grant funds first.
Appropriations supporting the HOME loan would come from the annual program appropriation for the funding years against which the loan is
booked. A public comment period for the 2020-2021 Action Plan was held from July 1, 2020 to July 31, 2020. Any comments received are
maintained by the Neighborhood Services Department.
UDAG Miscellaneous Revenue funds are rental revenues received from the lease of the City-owned parking garage under General Worth Square
(City Secretary Contract No. 11085, as amended and assigned). UDAG Funds must be used for projects that meet certain CDBG program
requirements, including use in a CDBG-eligible area, qualification as a CDBG economic development project and inclusion of private investment.
Annual revenue from the parking garage is approximately $108,000.00. Currently the City has an appropriated balance of $185,996.89 in UDAG
funds. In addition, the Ciry is in receipt of but has not appropriated a total of $473,038.04 of UDAG Funds from prior years. After funding this loan,
and after all funds have been appropriated, the garage rental revenues account will have a remaining balance of approximately $299,034.93.
Adoption of the attached appropriation ordinance will appropriate the current balance of program revenue for use on this $360,00.00 loan, with the
balance of appropriated funds to be programmed to other eligible projects in the future.
In addition to HOME and UDAG funding, the City also committed to providing additional funds from the Community Development Block Grant
(CDBG) fund. Authorization for the use of the CDBG funds for the Project is being sought through a separate M&C.
The Fort Worth Housing Finance Corporation (FWHFC) approved a resolution in support of the CNI grant and the Transformation Plan on October
22, 2019. The resolution set aside $1,250,000.00 of FWHFC funds for construction-to-permanent loans for affordable housing development
financing and an additional $1,250,000.00 specifically for the development of Permanent Supportive Housing. (Resolution No. FWHFC-2019-06).
A portion of these funds is anticipated to be used in support of the Project.
FISCAL INFORMATION / CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendations and adoption of the attached appropriation ordinance, funds
will be available in the current operating budget, as appropriated, in the Grants Operating Federal Fund and Grants Operating Other Fund.
Neighborhood Services (and Financial Management Services) will be responsible for the collection and deposit of funds due to the City. Prior to
an expenditure being incurred, the Neighborhood Services has the responsibility to validate the availability of funds. These are reimbursement
and fee for services grants.
Submitted for City Manager's Office b�
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6122
Originating Business Unit Head:
Additional Information Contact:
Victor Turner
Chad LaRoque
Leticia Rodriguez
8187
2661
7319
Expedited