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HomeMy WebLinkAboutContract 43117-A2 CITY S CRETARY I L.& ry CONTRACT NO, !fJ SECOND AMENDMENT To CITY SECRETARY CONTRACT No, 43117 WHEREAS, on April, 13, 2012 the City of Fort Worth ("City" and Hillside Publ c Facility Corporation ("Developer"') made and entered into City Secretary Contract Now 431 17 (the"Contract"'') as authorized by the City Council in M&C C-24974 adopted on June 14, 2011, WHEREAS, the purpose of the Contract was to provide $700,000.00 in the form of a subordinate forgivable loan for certain a.c a,sltlon expenses, as well as any soft costs and rehabilitation expenses for the renovation of the historic Knights of Pythias Lodge building, as part of the development of an 18 unit multifamily, mixed income housing development ent n downtown Fort Worth to be known as the Knights of Pythias Lofts; WHEREAS, the funding provided to Developer In the Contract was from grunt monies received by City from the United States Department of Housing and Urban Development "THUD" through the Community Development Block Grant ("CDBG"), Program No. 13-05 MC-48-001 0, Catalog of Federal Domestic Assistance No. 14.21 "CDBG funds ) WHEREAS, the Contract provided for 10 Affordable Units to be rented to CDBG­ eligible tenants for a 15 year Af orda.h�lllty Period with repayment of the $750,0o0.00 loan to be forgiven at the end of the Affordability Period provided all Contract terms and CDBG requirements were fulfilled, WHEREAS,, a reevaluation of development costs, and financing sources showed a funding gap and the Clay Council in M&C, C-25644 adopted on June 12, 2 1.2 authorized the award of an additional $250,000.00 of CDBG funds for the pro ject increasing the total grant award in the Contract to $950,000.00 of CDBG funds,, WHEREAS, City and Developer entered into the First Amendment to the Contract,, City Secretary Contract No. 4311 -A I for the additional $250,,000.00 of CDBG funds in the form of a second lien subordinate loan to be repaid with accrued interest at the end of th.ie Affordability Period-, WHEREAS, the Contract has a Completion Deadline of May 31, 210 13 and the Parties desire to extend this to August 1, 2013 to accommodate changes in the Construction Schedule and to clarify certain other regulatory requirements,pertaining to vendors, S ection 3 requirements, and City insurance requirements; and WHEREAS, it is the mutual desire of City and Developer to ,amend the Contract to meet Contract o h eeti ve s. NOW, THEREFORE, City, whose address is 1000 Thr ockmorton St., Fort Worth X 76102, acting by and through Fernando Cost., its duly authorized Assistant City Manager, and Developer, whose ,address is 1201 E. 13th Street, Fort Worth, TX 76102, acting by and through Terri Attaway, its duly authorized President, do hereby agree as follows; CDB1G CONSTRUCTION CONTRACT CSC Nay.43117 A-2 OFFICIAL REQQFM Hillside Public Faclitity Corporation—Knights of Pythias:lofts Y SECRETARY 2013 FTa WORTH,J YP MAY 31 0 T , r Section 2. REF INI'IONS is amended to be and read as follows by changing the following: "Completion Deadline means August 1, 20134" The definition of Complete Documentation is amended to be and read as follows, by substituting the following for Other documentation (M.- "(W) proof of contractor,, vendor and subcontractor eligibility as described in Section 6A, if applicable-7 11. Section 6 Subcontractor Rtguirements.is amended to be and read as follows by substituting the following: "6.6 Contractor, Vendor and Subcontractor R2guirements, Developer will use commercially reasonable efforts to ensure that all contractors or vendors utilized by Developer or subcontractors utilized by Developer's general contractor are appropriately licensed and such licenses, are maintained throughout the construction of the Development and the operation, of the Project when applicable. Developer shall ensure that all contractors utilized by Developer or subcontractors utilized by Developer's general contractor in the construction of the Development or vendors utilized by Developer in the operation of the Project are not debarred or suspended from performing the contractor's,, subcontractor's or 'vendor's work by the City, the State of Texas, or the Federal government., Developer must confirm that all contractors, subcontractors or vendors are not listed on the Federal System for Award Management, www.saii-i.Gov, and must submit printed veriffication of such searches, (i) with the first Reimbursement Request which include invoices from any contractor or subcontractor, or (ii) prior to hiring any vendor during the operation of the Project during the Affordability Period. Failure to submit such proof of search shall be an event of default. In the event that City determines that any contractor, subcontractor or vendor has been debarred, suspended, or is not properly licensed, Developer or Developer's general contractor shall immediately cause the contractor, subcontractor or vendor to stop work on the Project., In the event that any contractor,, vendor or Subcontractor has been debarred, suspended, or is not properly licensed, Developer shall not be reimbursed for any work performed by such contractor, vendor or subcontractor. However, this Section should not be construed to be an assumption of any responsibility or liability by City for the determination of the legitimacy, quality, ability, or good standing, of any contractor,, subcontractor or vendor. Developer acknowledges that the provisions of this Section pertaining to the Federal System for Award Management shall survive and be applicable 11 for the length of the Affordability Pen*oa.Aq" CDBG CONSTRUCTION CONTRACT CSC'No.43117 A-2 Page 2 Hiflside Public Facility Corporation—Knights of Pythias Lofts Ill. Section 8.10 Terms AP12licable to Contractors and Subcontractors is amended to be and read as follows by substituting the fellewin . .1 'Terms APWi*cab1e to Contractors 'w" -, vendors, and Subcontracturs'. Developer understands and agrees that all terms of this Contract, whether regulatory or otherwise, shall apply to any and all contractors,, vendors and subcontractors of Developer which are in any way paid with Funds or who perform any work in connection with the Project. Developer shall cause all applicable provisions of this Contract to be included in and rnade a part of any contract or subcontract executed in the performance of' its obligations hereunder, including its obligations regarding the Affordability Requirements and the C Regulations during the Affordability Period. Developer shall monitor the services and work performed by its contractors, vendors and subcontractors on a regular basis for compliance with the Affordability Requirements,, the CDBG Regulations and Contract provisions. Developer is liable for all violations of the C Regulations committed by its contractors, vendors or subcontractors. City maintains the! right to insist on Developer's full compliance with the to of this Contract and the CD Regulations and Developer is responsible for such compliance regardless of whether actions to fulfill the requirements of this Contract or the CDBG Regulations are taken by Developer or by Developer's contractors, vendors or subcontractors. Developer acknowledges that the provisions of this Section shall survive the earlier tenylination or expiration, of'this Contract and be applicable for the length of the Affordability Period." IV. Section 14.11 Coml2uance With AH A l ale Laws and Repulationsjs amended to be and read as follows by substituting the follo�wing for the paragraphs beginning with the portion reading Requirements that Law Be in Covered Contracts. —Certain Requirements Pertaining to Section 3 and adding certain other provisions as follows: 14.11.1 Requirement that Law Be Quoted In Covered Contracts,.— Certain a R m equireents Pertaining to Sectl*on 3 of the Housing and Urban I Develo, ent Act of 1968 as amended (12 U.S.C. Sections 1701 et se A i �L.) and its Related Regulatons at 24 CFR Part 135 If the construction of the Required Improvements will cause the creation of new employment, training, or contracting opportunities on a contractor or subcontractor level resulting from the expenditure of the HOME Funds, Developer shall comply with the following and will ensure that its contractors also comply. If the work performed under this Contract is on a project assisted under a program prolviding direct Federal financial m HU , assistance fr Section 3 of 24 CFR 13 5.3 8 ("Section 3") requires that the oD C G CONSTRUCTION CONTRACT CSC No.43117 A-2 Page 3 4 Hillside Public Facility Corporation—Knights of Pythias L,ofts following clause, shown in italics, be inserted in all covered contracts ("Section 3 Clause"): Section to be quoted in covered contracts begi*ns, "A. The work to be performed under this contract is subject to the requirements of Section 3' qfHousin,g and Urban Development Act of 1968 as amended, 12 U.S.C. section 1701u (Section 3). The purpose o f`Sect n 3 is to ensure that employment and other economic opportun ties generated by HUD assisted or H - assisted projects covered by Section 3, shall to the greatest extent feasible, be directed to low-and very low income personsf particular v persons who are rec'ients of'HUD ass i'stancefor 1P housing. B. 1"he parties to this contract agree to comp with HUD's regulations in 24 CFR Part 1'35, which implement Section 3. As evidenced'by their execution of this contract, the parties to this contract certi that they are under no contractual or other impediment that would"prevent themfrom complying with the Part 135 regulations. C. The contractor agrees to send to each labor organization or representative of workers with which it has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers'representatives tives of the contractor's commitments under this Section 3 clause and will post copies of the notice, in conspicuous places at the work site where both employees and applicants.for training and employment p *t I I ion ost ions can see the notice. The notice shall describe the Sect* 3 preference, shall setforth minimum number and lob► titles subject to hire, avadab#lit 1 iningpositions, the 1 y qf apprentice and train * qual ficationsfor each.- and the name and location J'the person(s) taking applicationsfor each of the positions and the antic I*P ated date the or shall begin. D. The contractor agrees that it will include this Section 3 ,Clause in every subcontract to comply with regulation in 24 CFR Part 135, and agrees to take appropriate action, as proviaea in an applicable provision of'the subcontract or in this Section 3 clause' upon finding that the subcontractor is in violation of the regulations in 24 CFR Part 135. The contractor will not subcontract with any subcontractor where it has notice or knowledge that the subcontractor has beenjbund in violation of regulations ations in 24 CFR 135- E. The contractor wlll'certi fy that any vacant employment positions, including training positions that are file& (1) after the contractor,is selected but before the contract is executed, and (2) with persons other than those to whom the regulations of 24 CFR CD CONSTRUCTION CONTRACT CSC No.43117 A-2 Page 4 0 0 Hillside Public Facility Corporation—Knights of Pythias Lofts ............... Part 135. The,contractor will not subcontract with any subcontractor where it has notice or knowledge that the subcontractor has beenjbund in violation qf regulations in 24 CFR 135. F% Noncompliance with HUD's regulation in 24 CFR Part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts. G. With respect to work petfiormed in connection with Section 3 covered Indian housing assistance,, section 7(b) of the Indian Se�,Determination and Education Assistance Act (25' U.S.C. section 450e) also applies to the work to be performed under this Contract. Section 7(b) requires that to the greatest extentfeasible (i)preference and opportunities fir training and employment shall be given to Indians, and(ii)preference in the award of contracts and subcontracts shall be given to Indian organiz' ations and Indian-owned Economic Enterprises. Parties, to this contract that are subject to the provisions of Section 3 and Section 79b) agree to comp y with Section 3 to the maximum extentfeasible, but not in derogation of compliance with Section 7(b). Y) Section to be quoted W* covered contracts ends. 14,11.2 Devel2per Res onsffifli ale s for Section 3 Requi'rements. City and Developer understand and agree that compliance with the provisions of Section 3, the regulations set forth in 24 C Part, 135, and all applicable rules, and orders of HUD shall be a condition of the Federal financial assistance provided to the project binding upon City and Developer, and their,respective successors, assigns, contractors and subcontractors. Failure to fulfill these requirements shall subject Developer and its contractors and subcontractors and their respective successors and assigns to those sanctions specified by the grant agreement through which Federal assistance is provided and to such sanctions as are specified by 24 CFR Part 135. Developer's responsibilities include: 14.11.2.1 Implementing procedures to notify Section 3 residents and business concerns about training, employment, and contracting opportunities generated by Section 3 covered assistance, 14.11.2.2 Notifying potential contractors working on Section 3 covered projects,of their responsibilities; 14.11.2.3 Facilitating the training and employment of Section 3 residents and the award of contracts,to Section 3 business concerns; CDBG CONSTRUCTION CONTRACT CSC No.43117 A-2 Page 5 111"llsi"de Pubilic Facillity Corporatlion—Knlights of Pythlias Lofts ............. --- 14. 1.2.4 Assisting and actively cooperating with the HED Department in making contractors and subcontractors comply; 14.11-2.5 Refraining from entering into contracts with contractors that are in violation of Section 3 regulations; 14.11.2.6 Documenting actions taken to comply with Section 3; and 14,.11.2.7 Submitting Section 3 Annual Summary Reports (form HUD-60002) in accordance with 24 CFR Part 135.90. 14.11.3 Section 3 Revorti'Lig Regui*rements, In order,to comply with the Section 3 requirements, Developer must submit the forms attached hereto as Exhffilft"I" - Section 3 Reportm* g Forms. 14.11.3.1 Report to the City on a quarterly basis, all applicants for employment, and all applicants for employment by contractors and any subcontractors. This shall include name, address,, zip code, date of application, and 'status (hired/not-hired,) as of the date of the report. 14.11.3.2 Advertise available positions to the public for open competition, and provide documentation to City with the quarterly report that demonstrates such open advertisement, in the fon-n of printout of Texas Workforce Commission posting, copy of newspaper advertisement, copy of flyers, and listing of locations where flyers were distributed, and the like. 14.11.3.3 Report to the City on a quarterly basis, all contracts awarded by contractors and any. subcontractors,. This shall include name of contractor and/or subcontractor, address, zip co�de, and amount of award as of the date of the report." CDBG CONSTRUCTION CONTRACT CSC Nov.43117 A-2 Page 6 Hillside Public Facility,Corporation—Knights of Pythias Lofts �M A,r v Exhibit C —Construction Schedule attached to the Contract is hereby replaced with �'% Exhibit C— Construction Schedule Revised 05/2013 attached hereto. Exhibit I— Section .5 Reporting Forms is added to the Contract. vi. All other terns and conditions of City Secretary Contract No. 43117 not amended herein remain unaffected and in full force and effect, are binding upon the Parties, and are hereby ratified by the Parties. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] CDBG CONSTRUCTION CONTRACT CSC No.,43117 A-2 Page 7 ffiffiside Public Facility Corporation--Knights of Pythias,Lofts FOR il EXECUTED, as o a n�� below by the Parties' signatures. ATTEST, I I a C'M F FORT WORTH 10. ,- 101 11 0 000 04 City Secreta n w ° Fernando M&C C- :497 - ate wie 14, �` Dater' M&C C-25644 - Date. June 12, 20121 AP P' OlVED AS TO F RNI AND LEGALI "Y: Aff Assistant City Attorney DEVELOPS HILLSIDE PUBLIC FACILITY CORPORATION ■ d Barbara -ols Vice President Data: STATE OF TEXAS, § COUNTY OF ARRANT M This instrument was acknowledged before e on _ 2013 by Fernando Costa, Kh an behalf the City Cf o� r � � � � .. DANIELS I • NAY �()MMVSS3 ON EXPIRES +star ��blic, State � m�'exas July ,�2 y STATE OF'TEXAS COUNTY OF TAR This instrument was acknowledged before nee on MCL4 2013 by Barbara Holston, the Vice President of H• Facility C p rati n, a Texas public facility corporation, on behalf of said corporation. • Notary Public, State �` as � � •• ...• Aupst 1 ,2013 C BG CONSTRUCTION CONTRACT CSC :No. 431 -2 Page 8 Hillside Public Facility Corporation—Knights of Pythias Lo " CITY SECRETARY FT.WORTH,TX A$%a t orf Fort Worth, Texas Mayor and Council Co un�i,cation COUNCII,ACTION: Approved on 6/14/2011 DATE-. Tuesday,June 14, 2011 REFERENCE NO * C-24974 I G NAME: 17F'WHA—K.N'IGHTSO,FPYTHIASLODGELOFTS SUBJEC : Authorize Expenditure of$700,0001.010 of Community Development Block Grant Funds,to the Fort Worth Housing Authority,,or its Designated Affiliate, in the Form of a Subordinate Forgivable Loan for the Knights, of Pythias, Lodge Lofts, Development, Authorize Execution of a Contract and Authorize a Substantial Amendment to the City's 2005-20106 Action Plan(COUNCIL DISTRICT 9) RECOMMENDATI-QN: It is recommended that the City Council.- 1. Authorize a substantial amendment to the City's 2005-2006 Action Plan, 2. Authorize the City Manager, or his designee, to substitute funding years in order to meet United States, Department of Housing and Urban Development commitment,disbursement and expenditure deadlines,; 3. Authorize an expenditure of$7010,010101.00!of Community Development Block Grant funds to the Fort Worth Housing Authority,,or its designated affiliate, in the form of'a subordinate forgivable loan for the development of the Knights of Pythias Lodge Lofts located in the 300 block of Crump,Street in downtown Fort Worth; 4. Authorize the City Manager,or his designee, to,execute a contract with the Fort Worth Housing Authority, or its designated affiliate,for the development for a term beginning on the date of execution of the Contract and expiring at the end,of the 15 year Affordability Period; and 5. Authorize the City Manager,or his designee,, to amend the Contract if necessary to achieve project goals provided that the arnendment is within the scope of the pr ject and in compliance with City, policies and applicable laws and regulations governing the use of federal grant funds. VISCUSSWINI: The Fort Worth Housing Authority (Developer) proposes to develop the Knights, of Pythias Lodge Lofts in downtown Fort, Worth. Project partners include the City and Downtown Fort Worth, Inc. (DFWI). The Developer will acquire two lots located at 303 and 307 Crump Street and lease or purchase a portion of a lot for puking located at East 2nd Street owned by DFWI. The development will consist of the rehabilitation of the Knights of Pythias Lodge which will contain ten units and the new construction of an adjacent structure that will contain eight units for a total of eighteen units. Total development costs are approximately $1,91001,000.00. Community Development Block.Grant funds will provide for acquisition costs up to $4010,0100.00 with the remaining funds being used for soft and hard costs related to the rehabilitation of the Knights of Pythias Lodge. Staff reconmendA the fiouawine Laan term s i. Designate 1 percent of unto to be affordable for a 15 Year Affordability period, ii. Secure performance and repayment of CDBG funds with a recorded deed of trust on land and all improvements; iii. Zero percent interest rate; and iv. Loan is forgiven once the 15, Year Affordability Fero expires and contract terms .re met. F1 a fhj:exvendiWre..Qf'CDBG funds 1*s..,con&[qned upon,the&11-0-1*'a- . i. Satisfactory completion of are environmental review per 24 C'FR Part 8;and. ii. Authorization to use grant funds from the United States Department of Housing and Urba n Development. Staff recommends the change in use and expenditure of$700i,000.00 in CDBG funds for the development, which is to benefit love and very low income citizens by providing there with aff ordable housing. The Action. Plan funding year* selected may vary and be substituted based on the Principle of First In, First,Out(FIFO) O in order to expend oldest grant funds first. A public comment period on the change in use of these C MG funds was held from May 6, 2011, to .lone , 2011. Any comments are maintained by the Housing are Econon-tic Development Department in accordance with federal regulations. This project is located in COUNCIL,DISTRICT 9. VISCAL INFORMATION-, The Financial Management Services Director certifies,that funds are available in the current operating budget, as appropriated,of the Grants Fund. JQ f" 5 20bQ05_91Q 1$700,000.0 $ 8 2' GR76 5 + 1 7. Thomas Higgins ( 1 ) Jay Chapa (580 4) : Cynthia Garcia 1 Avis F. Chaisson (6342) 1. available f�ndsxdf 2. .,. ,p. M&C Rev iew Page I of 2 Official site of the City of Fort Worth,Texas CITY C N I GENDA oRTWoRnt COUNCIL ACTION. Approved on 6/12/2012 ( III IIIIIIIIIIpPIIIIII DATE: 6/12/2012 REFERENCE**C-25644 L OG 17KNIGHTSOFPYTHIASLOFTSADD250K NO.: NAME: CODE: C. TYPE: CONSENT PUBLIC * NO HEARING. SUBJECT.- Authorize Expenditure of'an Additional $2,50,000.00 of Community Development Block Grant Funds to the Hillside Pu�bl�ic Facility Corporation, an Affiliate of the Fort Worth Housing Authority, for a Subordinate Loan in the Total Amount of$1950,0�010.010 for the Knights of Pythias Lodge Lofts Located in the 300 Block of Crump Street and Authorize Substantial Amendment to the City's 2010-2011 Action Plans COUNCIL DISTRICT9) RECOMMENDATION,, It is recommended that the City Council.* 1. Authorize a Substantial Amendment to the City's 2010-2011 Action Plan; 2. Authorize the City Manager, or his des,igineel, to substitute funding years in order to meet United States Department Of Housing and Urban Development commitment,1 disbursement ands expenditure deadlines; and 3. Authorize an expenditure of an additional $250,0010.00 of Community Development Block Grant funds to the Hlills,ide Public Facility Corporation, an affiliate of the Fort Worth Housing Authority, in the form of a Subordinate loan in the total amount of$9501,000.00 for the development of the Knights of Pythias Lodge Lofts located in the 300; block of Crump Street in,downtown Fort Worth. DISCUSSIOIN.- a On June 114 20111 (M&C C-24974) the City Cou an ncill approved ward of $700,000.,00 of Community 6evelopment Block Grant(CDBG) funds to the Fort Worthy Housing Authority (F'WHA), or its designated affiliate, to develop the Knights of Pythias Lodge Lofts, a multifamily mixed income housing development in downtown Fort Worth. FWHA formed the Hillside Public Facility Coirpio,rati:on (HPFC), a single asset entity, to serve as,the delve�lopeir and, owner. On April 12, 2012, HPFC. and the City,entered into City Secretary Contract No., 431'1 for the original $700,000.00 of CD,BG funds to be used for acquisition, rehabilitation and soft costs for the 1:8-unit development. The CDBG funds were in the form of a deferred payment loan which would be forgiven at the end of the 15 Year Affordability Period. HPFC acquired the property and will rehabilitate and convert the Knights of Pythias Lodge, which will contain eight uln,its, and construct an adjacent, architecturally compatible structure which will contain ten units. project development, costs in addition to Since the original CDBG award, Staff has re-evallulated! financing sources, ands identified a funding gap. Because the project will provide quality, affordable, accessible housing and restore a historically significant structure, Staff recommends the award of an additional $250,000.00 in CDBG funds for a total of $950,000.00 of CDBG funds,, subject to the following terms-. i. Designate 51 percent of units to be affordable for a 15 Year Affordability Period; ii. Secure performance and repayment of CDBG funds, with a deed of trust on land and all improvements; iii. One percent interest; iv. Repayment of$700,000.00,of the CDBG funds shall be deferred and forgiven at the end of the Affordability Period; and v. Repayment of$250,000.00 of the,CDBG funds and accrued interest shall be due at,the end of the Affordability Period. http//www.fortw,olrthgov.org/councll,_packet/mc—review.asp?ll')=l 6933&counci1date=6L. 06/13/2012 M&C Review Page 2 of 2 Total project costs are estimated to be $2,200,000.00 including the CDBG award of$950,0,00.00. Staff recommends the change in use an' expenditure of an additional $250,000.00 in CDB,G funds for the development, which is to benefit low and very low income citizens by providing them with affordable housing. The Action Plan funding years selected may vary and be substituted' based on the Principle of First Ire,1 First Out in order to expend oldest grant funds first. A public comment period on the change in use of these additional CDB,G funds was held from May 11, 2012 to June 11!1 2012. Any comments are maintained by the Housing and Economic Development Department in accordance with federal regulations. This project is located in COUNCIL DISTRICT 9. FISCAL. INFORIVIATIONXERTIFICATION: The Financial Management Services Director certifies that funds are available in the current operating budget, as appropriated, of the Grants Fund. TO Fund/Account/Centers FROM Fund/Account/Centers G 7 539120 017206460910, $,2501000.001 GR191 538070 005206066010 149525 17 GR76 53 120 017206460990 $1003744.83 ........... .......... .............---........ Sub m'Ifted for Cat v-Many qer's Offic, Fernando Costa (6122) Origi'naUng Department Hle add:. Chapa (518,014) Aftitionall Informatloon Contact.*, Cynthia Garcia (8,18:7), Avis F. Chaisson (6342) .............. ............ ....................................................................... ................................ -------- ............... ATTACHMENTS K0PlVl&1ClVlap,Pdf http-://www.fortworthgov.org/cotincil_packe,t/mc—revi.ew.asp.?]D=16933&couticildate=6/... 06/13/2012