HomeMy WebLinkAboutContract 38891 !rwiW'"' '""MI'fkiid GLG'k I ( Wu 4
` ` f'r J P PyA?rrm-ycrmw
Rv
NO,,
..
'1riUiru/Ha'MIp ,. WIIUN I'
STATE OF TEXAS
COUNTY OF TAR NT
L
THIS contract ("Contract") is made and entered into by and between the City of Fort
Worth ("City"), whose address is 1000; Throel mer°ten St., Fort Worth TX 76102, ,acting by and
through T.M. Higgins, its duly authorized assistant City Managerl and WOOD NT
PART' E TS LTA. ("Woodm,ont"), whose address s 2 1 E. 13th street, fort Worth, Texas
776102, acting by and through Barbara Holston, the Vice President of Wind Terrace, Inc.
(Sometimes City and Woodmont are referred to individually as a ``Pasty" and collectively as the
` Parties").
WHEREAS, the City of Fort worth ("City") has received a grant from the United States
Department of Housing and Urban. Development ent ("HUD") through the HOME Investment
Partnerships Program ("HO�ME"), Progra m No. M-0�4-MC-4 -02,04, Catalog of Federal
Domestic assistance (''CFDA") No. 14.239, with which the City desires toy promote activities
that expand the supply of affordable housing and the development of partnerships among the
City local governments, local leaders, private industry and neighborhood-based nonprofit
housing organizations*
WHERE S, the primary purpose of the HOME program "HOME Program") pursuant to
the HOME Investment Partnerships Act at Title 11 of the Cranston Gonzales National Affordable
4 U.S.C. 127 1 e �� ("'NAHA")1-11ousin �.et c� 1 99 , s am � c�d, �' � �" and the HOME
Investment Partnerships Program Final Rule, as amended, 24 CF R Part 92 et seq. (the "HOME
Regulations"" or"Regulations") is to benefit low and very-low income citizens by providing them.
with affordable housing;
WHEREAS, Woodm nt is a sole asset entity created for the purpose of owning and
operating the Woodmont Apartments, a new affordable multifamily rental housing project, for a
minimum o f thirty 3 years
WHEREAS, Wcc►di-nont is a Texas limited
partnership consisting of NRP Woodmont
Apartments, L LC, a Texas limited liability company, as general partner and NRP Woodmont
Slap, L LC, a Texas limited liability company, as Class B limited partner and Bart of America,
N.A., as investor limited pa rtner the `Investor Limited Partner"'). The sole member of the
general partner is Wind Terrace Inc., a. Texas nonprofit corporation created by the Fort Worth.
Housing g.,authority which is the fee owner o f the land on which the project shall be constructed
WHEREAS, Woodmont bas received an award of Low Income Housing Tax Credits
("LIHTC") from the Texas Department of housing and Community Affairs " `DHC " to
construct the Woodmont Apartments and
WHEREAS', City citizens and the City Council have determined that the development of
quality, affordable, accessible rental housing is needed for moderate, low, and very low-income
citizens of Fort Worth.
�� nvr, rCrgmtroi,nvotivoi rti ^mwamw >t u;>p,w,IVa''ip„M;dN'm'mm'm'r
�j
�I��IIWVr"�' Il�pjy�,!I ��,y
� hwii NPoI�zr a,w " W �m!4YyW REC 0, Ixar
HOME FUNDS ��rui Pig I
RY REV. 7-,28-09
Woodmont Apartments Ltd. 1"Y��y� r
To wor. r ���e�+Y
,'4i'anus?,a,✓mqIfiiYM.➢lmrminrvtrunomu , ,.,—.._ ,....„ ........ ,w., nuoiwweuniarmmw
NOW, THEREFORE I r FHE PARTIES AGREE AS FOLLOWS,,
A., Introductory Provisions
1. Parties. The Parties to this Contract are the City of Fort Worth, Texas ("City") and
Woodmont
Addresses:
C 0
ity
1000 Throe Orton Street
Fort Worth, TX 76102
Woodmont Apartments,, Ltd.
c/o Wind Terrace, Inc.,
1201 E. 13 1h Street
Fort Worth' 'TX. 76102
Agents:
City,
City Manager, or his or her duly autlion*zed representative, which will include T.
M., Higgins, Assistant City Manager
Woddment
Barbara Holston, Vice President of Wind Terrace, Inc., sole member of NAP
Woodmont Apartments, LLC, general partner of Woodmont and authorized
signatory
2. Subrec,ivient. Woodmont, will operate as a subre�ciplent under this, Contract.
3, Independent Contractor. Woodmont will operate hereunder as an independent contractor
and not as an officer, agent, servant or employee of City. Woodmont shall have
exclusive control of and the exclusive night to control, the, details of the work and
s,ervices performed hereunder, and all persons perform'
ing same, and shall be solely
responsible for the acts and errs sio ns of its officers, members, agents, servants,,
employees, contractors, Project participants, licensees or inVitees. The doctrine of
respondeat superior shall not apply as between City and Woodmont, its officers,
members, agents, servants, employees,, contractors, Project participants, licensees or
invitees, and nothing herein shall be construed as, creating,a partnership or joint enterprise
between City and Woodmont. It is expressly understood and agreed that no officer,
member, agent, employee, contractor,, licensee or invitee of either Woodmont or any
Project participant is in the paid service of City and that City does not have the legal right
to control the details of the tasks performed hereunder by Woodmo�nt, its officers,
members, agents, employees, contractors, Project participants, licensees or, invitees,. City
shall in no way nor under any ci,rcumsta,nces be responsible for any property belonging to
Woodm nt, its officers, members, agents, employees, contractors, Project participants,
licensees, invitees, which may be lo�s,t, stolen, destro�yed or in any way damaged and.
HOME FUNDS Page 2,
Woodmont Apartments Ltd. REV. 7-28-09
WOODMONT HEREBY INDEMNIFIES ANDHOLDS HARMLESS, CITY AND ITS
OFFICERS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL
CLAIMS OR SUITS, PERTAINING OR CONNECTED WITH SUCH PROPERTY.
4. Purpose. The City will provide Woodmont with HOME funds ("HOME Funds") in the
fo�rm of a thirty-eight (3 8) year interest bearing loan in an amount not to exceed ONE
MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($1,500,000-00)
for eligible costs associated with the construction (the "Loan") of the 252 unit affordable
housing apartment complex commonly known as the Woodmont Apartments (the
"Project"). HOME Funds must be used for eligible activities and costs, in connection,
with the Project set forth in the HOME Regulations, including but not limited to, soft
costs,, acquisition costs,,,, direct construction costs, architectural, engineering, attorney,
consultant, appraisal and other applicab e fees directly related to carrying out the Project
as well as the refinancing of such costs that were eligible initially. The Project, located at
1,029 Oak Grove Road, Fort Worth, Texas 76115 and consisting of fifteen (I 5 buildings
on approximately fourteen acres of land (the "Property"), will provide rental housing for
low and very low income persons. The Fort, Worth Hous,ing Authority ("FWHA") is the
fee owner of the Property and shall lease it to Woodmont under a to term ground lease
that will require Woodmont to construct the "improvements and lease the units.
It is expressly understood and agreed that City's obligations under this Contract are
contingent upon the actual receipt of adequate HOME funds and any applicable Notice Qf
Removal of Grant Conditions from HUD for the Project. Should, City not receive
adequate HOME funds, or the Notice,, (-.'ity shall notify Woodmont in writing and this
Contract shall to mate and neither Party shall have any further rights or obligations
hereunder. In the event any security, instrument has been executed and recorded in the
public records, City shall promptly take all necessary steps to file the appropriate release
of any such security instrument.
5. Term. The Contract term will begin on the date of its execution. Certain Contract
provisions have different termination dates.
(a) The City"s obligation to provide HOME Funds will terminate at the conclusion of
twenty-four 24 months from the date of execution of this Contract.
(b) The Loan terra shall be thirty-eight (38) years, as set forth in the Loan Documents, as
hereinafter defined
(c) The Affordability Period, as hereinafter defined, will be twenty (20) years.
B. Woodmo'nt ryes ponsibi I i ties
I. Statement of Work and Performance Ob'ectJves. Woodmont will, utilize HOME Funds
0. 1
on the Project to produce housing units ior lease to qualified 1OW-i icon ne tenants in
accordance with the terms of this Contract and Exhibit"A"— Pro j'ect Summary.
2. Bud let. Wood mont agrees that the HOME Funds will be expended in accordance with
Exh h "B" — Budget (the udg,eta). No change in the Budget shall be made without
HOME FUNDS "'age 3
Wood mont Apartments Ltd. REV. 7-28-09
City's prior written approval. Woodmont shall demonstrate to City's satisfaction that the
HOME Funds are leveraged by other funding sources, including LIHTC proceeds.
3. Time Line for Goals and Expenditures. Woodmont shall work in accordance with the
schedule set forth in the attached Exhibit "C" — Project Implementation Timeline, anu
ensure that Project goals and expenditures correspond with the completion of the Project.
0
4. HOME-Assisted Hou,sliag.. "Units. Fourteen (14) of the rental units, developed by
Woodmont under this Contract will be considered HOME-assisted units which will be
leased to qualified low income tenants. The per-unit subsidy provided for in this
Contract 'is described in more detail in the attached Exhibit "A" - Project Summary.
These fourteen (14) units, may "'float" throughout the total number of units in the entire
apartment complex, and shall be affordable to tenants whose incomes are verified as
being at or below sixty (60�%) of area median income ("AMI") as defined by HUD.
Three (3) of these units will be LOW HOME units and eleven (11), of these units will be
HIGH HOME units. Of these three (3) LOW HOME rent units, two (2) will be one-
bedroom, and one (1) will be two-bedroom. The requirements of this paragraph are
subject to the "'next available unit rule" under Internal Revenue Code Section 42,(g,) (2)
(D).
If these fourteen (14) housing units do not, qualify as, affordable rental housing
immediately upon lease-up or at any time during the Affordability Period, the loan
proceeds under this Contract will be immediately due and payable to City. In addition,
eighteen (18) units, (seven percent of the total number of'units in the Project) will be
access,ib�le for persons with disabilities.
5. Affordability Pefiocl.
Twenty Years. The fourteen (14) HOME-assisted rental units developed by Woodmont
must qualify as affordable rental housing for a period of twenty (20) years from the date
these units are set up in HUD's Integrated Disbursement and Information System
("IDIS") maintained by City and HUD as required by HOME Regulations (the
"Affordability Period"'). The Affordability Period shall commence on the later of: (1) the
date the Project is completed and Wo!oldmont has reported all income eligible tenant
leas,e-�up of all HOME,-�assisted units by reporting to City the applicable tenant beneficiary
data; or (ii) the data for the HOME-assisted units 'is set up and completed in IDIS as
required by the HOME Regulations.1 The fourteen (14) rental housing units assisted
under this Contract will remain affordable as required by 24 CFR Part 92.252 of the
Regulations.
Affo�rdabilitv Periocts for HOME 'Proj*ects. Housing purchased, renovated or constructed
with HOME Funds must remain affordable and subject to repayment for the following
minimum time periods.- Five ('5) years when the per unit, amount of HOME Funds,
provided is less than $15,000.00-1 Ten (10) years when the per unit amount of HOME
The ten'ns"set up"and"completed"as used here in context of entering the information into IDIS, shall have the
meaning set out in HUD's ID,IS Manual, �which may be found at,wwmt.hud.go,v/assist/acrobat.ct*tii
HOME FUNDS Page 4
Woodmont Apartments Ltd. REV. 7-28-09
I
Funds provided is $1-5,0001.00 to $40,000.00; Fi fen (I 5�) year when the per unit amount
of HOME Funds provided is $40,000.00, or HOME-assisted rehabilitation of the units
I .
involved refinancing- and twenty (20) years when the niulti-t`amil
constructed. y unity are newly
Failure to Maintain Afford a billity Requirements. Woodmont must repay City all
HOME Funds if any of the HOME-assisted rental housing units do not maintain all the
HOME affordability requirements, during the Affordability Period subject to the "next
unit rule". If Woodmoint his repaid the HOME Funds to City before the lend of the
Affordability Period, then Woodmont shall pay City ONE HUNDRED FIFTY
THOUSAND AND NO/100 DOLLARS ($150,000 as liquidated damages for its failure
to maintain the HOME affordability requirements dun*ng the Affordability Period.
Affordability Requirement Survives Transfer. Further, the rental housing units must
remain affordable without regard to the term of any mortgage or transfer of ownership,
pursuant to deed restrictions, the terms of the Loan Documents as hereinafter described,
or other mechanism approved by HUD.
Provisions to Secure Affordabilit y.
a. The City's interest in preserving the affordability of the H+ ME-assisted units will
be secured by a combination of the subordinate Promissory Note and Leasehold
Deed of Trust Security Agreement — Financing Statement descrIbed herein, and
the Land Use Restriction Agreement ("LURA") established and enforced by
TDHCA for the Low Income Housing Tax Credits. The TDHCA's LUR-A shall
restrict the Project and Property to certain occupancy and rent requirements for a
pleriold of thirty-five (3 5) years. For the first twenty (2 0) years of the LURA, the
Property will be subject to all federal laws and regulations regarding, the HOME
Program and affordability requirernents. If Woodmiont retains ownership of the
Project for the full Affordability Period, no further HOME restrictions, by the City
will apply.
bi. Any sale or transfer of the Project by Woodmont during the Affordability Period,
excluding a transfer due to coindemn,ation, will require the repayment of any
unpaid, principal and interest or the new owner or transferee to affin-natively
assume in writing, the obligations established hereunder for the designated
HOME-assisted units.
C. Refinancing by Woodmoint shall require the review and prior written approval of
City for the purpose of ensuring compliance with the HOME affordability
requirements, which approval, shall not be unreasonably withheld.
6. Loan C Woodmont will be required to execute a subordinate Promissory Note
and Leasehold Deed of 'Trust Security Agreement Financing Statement ("Loan
Documents") secured by Woodmont"s leasehold interest in the Property in the amount of
the Loan in conjunction with this Contract. Woodmont shall provide City with a
Mortgagee's Policy of title insurance in the amount of the Loan. The City's lien priority
shall be shall be subordinate to the senior indebtedness described in a subordination
agreement between City and senior mortgagees including but not limited to Woodmont's
HOME FUNDS Page 5
Woodmont Apartments Ltd. V. 7-28-09
bond mortgage lender, construction lender and any credit ei-ihancenient lenders but shall
A 11
be superior to other subordinate gap financing including that provided by TD CA. The
to of the Loan shall be thirty-eight (38) years. Interest shall accrue at the rate of three
percent (3%) per annum beginning the earlier of the end of the third (3d) year of the Loan
to or when, ninety percent (90%) lease up has been achieved for ninety (90) days.
Interest payments shall commence upon repayment in full of the deferred development
feel which is estimated to occur in the ninth (9th) year of the Loan and principal payments
shall begin upon repayment in full of the accrued interest on the Loan which is estimated
to occur in the eleventh (I I') year of the Loan. Principal payments shall be as on a
twenty-eight year amortizatioln. Principal and interest shall be paid semiannually oil May
15 and November 15 of each year that they are due. However', principal and interest shall
only be paid out of fifty percent (501%) of'Surplus Cash as defined in the Promissory Note
after the deferred development fee, is paid in full and after principal and interest are paid
on the TDHCA subordinate loans which have payment priority over the City Loan.
Principal and interest to the extent not plaid from fifty percent (50%) of Surplus Cash
shall accumulate from year to year until paid in accordance with the terms of the
Promissory Note, provided that accumulated interest shall be based on simple interest.
The Loan may be repaid with no prepayment penalty prior to the end of the Loan term.,
Repayment of the Loan shall not relieve Wooldmont of its responsibilities to maintain
affordability of the HOME-assis,ted units for, the Affordability Period as set forth 'in the
Regulations. Further, all provisions of this Contract and particularly those provisions
regarding, the requirements of Affordability Period, Income Eligibility, Tenant Rent and
Selection, Tenant Lease, and Housing Quality Standards for the designated HOME,-
assisted units must be assigned to any new owner upon sale or transfer of the Project or
Property.
7'. Income Eli glibUi,ty. The HOME, Program uses the income definitions used by HUD's
Housing, Choice Voucher Program. Arinual income includes earned income, income
from assets, and income from other sources as defined by 24 CFR Part, 5.609. Annual
income is used to establish tenant eligibility. Wooldmont shall use the most current HUD
Income Guidelines and Feel mical Guidance for Deten-nining Income and Allowances to
deter-nine Project and tenant eligibility.
8. Tenant Lease.
Woodmont shall use a tenant lease that complies with the provision in the HOME
Regulations, 2,4 CPR Part 92.253, regarding,the following issues:
a. Length of lease to shall not exceed two (2) years,.
b. Lease may not include agreement by tenant to allow landlord to take, hold or sell
tenant's property without notice.
c. Lease may not include agreement by the tenant to excuse owner from
responsibility for intentional or negligent acts.
d. Lease may not authorize owner to institutes a lawsuit without notice to the tenant.
e. Lease may not include agreement by tenant to waive a jury trial or right of appeal.
f Lease may not include an agreement by tenant to pay legal costs, of court
proceeding even if the tenant prevails in those proceedings.
HOME FUNDS Page 6
Woodinont Apartments Ltd. V. 7-28-09
9 1
Tenant Rent and Selection. As applicable to the number of HOME-assisted units
designated for the Project and outlined in Exhibit "All - Project Summary, rents
charged to tenants are subject to the HOME regulatory requirements at 24 CF'R 92.252
(a) and (b). Rents charged to tenants in HOME-assisted units are subject to review and
approval by City. Under no circumstances may the maximum rental amounts charged to
tenants of HOME-assisted units exceed the "High HOME Rent" which is defined as the
lesser of(a) the HUD established Fair Market Rent for existing comparable housing units
in the area; orb thirty percent (30% of the adjusted income of a family whose annual
income equals, sixty-five percent (65%) of A with applicable adjustment for the
bedroom size of the relevant housing unit. Rents may not exceed the above amounts
minus monthly allowances for utilities and services (excluding telephone) established by
City. For projects with five (5) or more HOME-assisted units, twenty percent (20%) of
the HOME-assisted units must be occupied by families with incomes no higher than fift y
percent (50%) of A who are paying the "'Low HOME Rent" which is, defined as no
more than thirty percent (30%) of the annual income of a family at fifty percent (50%) of
AMI adjusted for family size. City agrees to provide Woodmont with copies of HUD
approved schedules of these HOME rent levels and utility allowances as requested by
Wood,mont.
Woodmont must adopt written tenant selection policies and criteria that:
a., Are consistent with the purpose of providing housing for very low income and low
income persons.,
bi" Are reasonably related to Project eligibility and the applicants" ability to perfon-n the
obligations of'the lease.
c. Provide for(1) the selection of tenants fr+ a written waiting list in the chronological
order of their application, insofar as is practicable-, (ii) the prompt written notification
to any rejected applicant of the grounds for such rejected; and (iii) bi-lingual leasing
and management assistance.
d. Ensure that holders, of rental assistance subsidies (such as HUD's Housing Choice
Voucher or similar subsidy) are not excluded from renting a unit in the Project.
10. Other Requirements.
The Parties acknowledge that the HOME Funds paid hereunder are intended to provide
funding only for Woodmont's project-related costs as specified in the attached Exhibit
(*%" - Budget.
Woodmont shall maintain all appropriate documentation to demonstrate that the HOME
Funds shall not be used for costs that are ineligible under the HOME Program and that all
such costs are paid for by other funding sources.
Woodmont agrees to maintain full documentation supporting, fulfillment of Project
objectives in its files. All such documentation shall be furnished to City upon request if
It 6,
necessary for City to fulfill its obligations, unoer its Federal grant.
11, Construction and Other Local Build,ingCodes/ Hou sin gQuality standards.
HOME FUNDS Page 7
Woodinont Apartments Ltd. REV. 7-28-09
Housing units constructed with HOME Funds, furnished under this Contract shall meet
City's Housing Quality Standards and all other, applicable standards under City Codes
and ordinances. Woodmont shall ensure that the Project Is maintained to these standards
for the duration of the Affordability Period. City will verify maintenance of the Project
to these standards through on-site inspections according to the following schedule as
applicable: for projects with one (1) to four (4) HOME-assisted units, every three (3)
years-, for proj,ects. with five (5) to twenty-five, (25) HOME-assisted units every two (2)
years; for projects, with twenty-six (26) or more HOME-assisted units, every year. In
addition, Woodmont shall meet all required property standards in accordance with 24
CF R 92.251 and all mandatory standards and policies relating to energy efficiency
contained in the state energy conservation plan issued in compliance with the Energy
Policy and Conservation Act, (Pub. L. 9�4A, 89 Stat. 871).
All Project plans, specifications and work shall conform to all applicable Federal, state
and local laws,, ordinances., rules and regulations. Approval of any plans and
specifications relating to the Project by City shall not constitute or be deemed (a) to be a
release of responsibility or liability of Woodmont, 'Its officers, agents, e loyees or any
of its contractors, or any of their officers, agents, employees or contractors for the
accuracy or the comp etency of the plans and specificatioins, including,ing, but not limited to,
any related investigations surveys, designs., working,drawings and specifications, or other
documents, or (b) an assumption of any responsibility or liability by City for any
negligent act, error or omission, in the conduct or preparation of any investigation,
surveys, designs, working drawings or specifications or other documents by Woodmont
or any of its contractors, or any of their officers, agents, employees or contractors.
12. Reversion of Assets
Woodmont agrees to return to City any HOME Funds or property acquired with HOME
Funds, remaining on hand at the end of the Contract ten-n that have not been used or
acquired, as the case may be in accordance with the provisions of this Contract or the
HOME Regulations. This provision specifically does not apply to CHDO Proceeds, 'If'
any, which shall be used as described herein. If repayments, interest or other returns on
investment attributable to HOME Funds are received after the end of the to of this
Contract they shall be returned to City, to be deposited in accordance with HOME
Regulations. Woodmont agrees that it will reimburse City for any expenditure of HOME
Funds, disallowed by HUD through its audit exception or other monetary compliance
enforcement action., Any HOME Funds, invested in housing that fails to meet
affordability requirements for the Affordability Period must be repaid to City in
accordance with HOME Regulations.
13. Affirmative Marketing
Woodmoint must adopt and implement affin-native marketing procedures and
requirements for all HOME funded housing in accordance with 24 CFR 912.351. The
procedures and requirements must include methods for informing the public, owners,, and
potential tenants about pair Housing laws and policies so as to ensure that all individuals,
without regard for race, colloir, sex, gender, religion, national origin, familial status,
disability or perceived disability, are given an equal opportunity to, participate in the
HOME FUNDS Page 8
Woodmont Apartments Ltd. REV 7-2,8-09
Project. r fhe procedures and requirements must also include the designation, of an
individual that will be responsible for marketing the Pr *ect and establishing a clear
4 01
application screening plan and the maintenance of documentation and records to evidence
affirmative marketing procedures, have been implemented. Woodmont will be solely
responsible for the effective marketing responsibilities necessary to achieve Project goals.
14. Recordke '
a. Woodmont will keep or cause to be kept an accurate record of all actions taken
and all funds expended in performance of this Contract. Such records and any
source documents, shall be kept for the Affordability Period.
b. Woodmont will obtain and keep on file the following information on each tenant
served by the HOME-assisted units of the Project throughout the Affordability
.Period.-
1. Annual 'income and size of the household.
2. Race and ethnicity of each tenant household, using reporting categories
required by HUD.
3. Whether the head of household is male or female., whether the head of
household is single, whether any member of'the household is disabled, and
the number of any children in the household if any).
4. Unit number and bedroom size of each HOiME-as,sis,ted unit.
51. Type of any rental assistance being provided to each tenant, (Le. Housing
Choice Voucher, Supportive Housing Program, other federally funded
rental assistance, etc.).
61. Any additional Project performance data and statistical information as
may be required by the City Housing and Economic Development
Department, HOME Regulations or other HUD regulations and any
amendments thereto.
C. Woodmont will keep on file the following information and documentation:
I Proof that the Project meets applicable property, building construction and
housing quality standards.
2. Documentation verifying compliance with affirmative marketing
requirements, and existence of acceptable procedures.
3. Documentation verifying compliance with Woodmont's temporary
relocation plan and HUD relocation requirements,, as applicable.
4. Documentation and other information verifying compliance with HOME
conflict of interest regulations at 24 CFR 92.356(f), which provide that no
officers, agents, consultants or employees of the developer of HOB:
assisted units may occupy such-units.
d. City will monitor and inspect the Project throughout the Affordability Period to
ensure continues compliance with rent restrictions, low-income occupancy
requirements, and property standards. Woodmont shall maintain tenant income
recertification docume!ntat'loin in the tenant files, available for inspection by City.
15. Reports.
Woodmont shall furnish the reports, as shown on Exhl-bit "E" — Reporiti*ng
#,, 4-&-,
Req u irement s
HOME FUNDS Page 9
Wooidmont Apartments Ltd. REV. 7-28-09
During the Affordability Period,, Woodmont shall submit unit rents including, utility
allowances,
income verification and beneficiary data within thirty (30) days after
obtaining fall occupancy, and annually thereafter due by the 1511 day of the third month
after the end of the calendar year.
Woodmont will submit to Cit or activity reports
During the term of this Colic-ract", 1h y
and .financial reports due by the 15 of each month, during, construction, regarding the
services provided by Woodmont as a result of this Contract and the expenses, charged to!
the HOME Funds provided through this Contract, with the first report due on the 15 th of
1, r
the month immediately following execution of this Contract Fhese reports shall be
submitted in the format specified by City. The reports will provide details on:
a. Progress toward achievement of objectives identified in Exhl*bit "A"' — Project
Summary.
b. The dollar amount of funds, leveraged by this Contract, including any items that
qualify as HOME match.
Woodmont will submit to, City annually during the Affordability Period a copy of its
financial audit and the report Woodmont provides to TDHCA for LTHTC reporting
purposes,.
1. , Cost Prin ci ics/Audit Requirements.
Woodmont shall administer the Project in compliance with all applicable federal
regulations as amended from,time to time and in compliance with the toll owing-,
a. All non-federal entities that expend $500,000.00 or more in Federal funds within
one year, regardless of the source of the Federal award, must submit to City an
annual audit of construction of the Project is completed prepared in accordance
either with specific reference to OMB Circular A-133, "Audits, of States, Local
Governments, and Non-Profit Organizations"" or, if not applicable, the audit must
be performed by a Certified Public Accountant licensed by the State of Texas at
the time of the audit and shall meet all of the general standard set forth in
Government Auditing Standards by the Texas Department of 11busing and
Community Af I * * Y Low Income Hous*ng Tax Credits.
Y�Wrs for Prop�ert*es Receiving - 1
The audit may cover either Woodmont's fiscal year during which this Contract is
in force or cover the term of this Contract. The audit must be prepared by an
independent cert-ified public accountant, be completed within twelve (12) ,Montbs
following the end of the period being audited and be submitted to City within
thirty (30) days of its completion. Woodmont's audit certification is attached
hereto as Exhl*bl*t "D" — Audit Certification Form and Audit Requirements,
The Audit Certification Form must be submitted to City within sixty (60) days of
the end of the period being audited (Woodmoat's fiscal year). Costs of
preparation of this audit may be an allowable expenditure of Federal funds in an
amount proportional to that of the Federal Funds used in Wood oat's total
agency operating budget as applicable. Non-profit entities that expend less than
$5001000.00 a year in I teceral funds are exempt from Federal audit requirements
I 10ME FUNDS Page 10
Woodinont Apartments Ltd. REV. 7-28-0,9
for that year,, but records must be available for review or audit by appropriate
officials of the Federal agency, city, and General Accounting Office.
b. City reserves the right to perform an audit of Wo�odmont's Project operations and
finances at any time during the term of this Contract after reasonable notice if
City determines that such audit is necessary for City's compliance with federal
rules and regulations, governing the Project and the use of the HOME Funds and
Woodmont agrees to allow access to all pertinent materials including but not
limited to those records and reports described above. If such audit reveals a
questioned practice or expenditure, such questions must be resolved within fifteen
(15) days after notice to Woodm nt of such questioned practice or expenditure. If'
questions are not resolved within this period, City reserves the n*ght to withhold
further funding,under this Contract and/or future contract(s) with Woodmont.
C. If as a result of any audit it is determined that Woodmont has misused, misapplied
or misappropriated all or any part of the HOME Funds, Woodmont agrees to
reimburse the City the amount of such monies so misused, misapplied or
misappropriated, plus the amount of any sanctions,, penalty or other charge levied
against City by HUD be of such misuse, misapplication or misappropriation.
17. Monitor Effectiveness of'Services and Work
City will review the activities and performance of Woodinont for this Project not less
than, annually during the to of the Contract as required in Section 92.504 of the HOME
Regulations and not 'less, than every three (31) years during the Affordability Period
following completion of construction of the HOME-assisted units as required by Section
92.504(d) (1) of the HOME Regulations. Monitoring during the Affordability Period
shall include on-site inspection of all HO,ME-assisted -units no less than every three (3)
years dufing the Affordability Period, and review of tenant income documentation
described in this Contract.
Woodmont agrees to fully cooperate, with City in monitoring the effectiveness of the
services and work to be performed by Woodmont in compliance with the terms of this
Contract. City shall have access at all reasonable hours for the purpose of such
monitoring to offices and records of Woodmont, its officers, directors, agents, employees,
and contractors and sub contractor's dealing with the use of the HOME Funds.
Woodmont agrees to likewise monitor the effectiveness of the services and work to be
performed by its contractors and subcontractors.
18. Assignment. Except as may be assigned to the The NR P Group or any 01 its affiliates
Woodmont shall not assign all or any part of its rights, privileges, or duties under this
Contract without City's prior written consent., which shall not be unreasonably withheld.
Any attempted assignment of this Contract without approval shall be void, and shall
constitute a breach of this Contract. It is agreed that City has the right to inspect and
approve in writing any proposed contracts, between Woodmont and any contractor (and
where applicable, between Woodmont's contractors and their subcontractors) engaged in
any activity in conjunction with this HOME-fund,ed project prior to any charges being
incurred.
HOME FUNDS Page I I
Woodmont Apartments:Ltd. REV. 7-28-09
19. Certification Regarding Lobbyi,ng. The undersigned representative of Woodmont hereby
certifies, to the best of his or her knowledge and belief I that-,
No Federal appropriated funds have been paid or will be paid, by or on
behalf of Woodmont, to any person for influencing, or attempting to
influence an officer or employee of any agency, a member of Congress, an
officer or employee of Congress in connection with the awarding of any
Federal contract, the 'making of any Federal grant, the making of any
Federal loan, the entering into of any cooperative agreement and the
extension, continuation, renewal, amendment, or modification of any
Federal contract,, grant, loan or cooperative agreement.
If any funds other than federally appropriated funds have been plaid or will
be paid to any person for influencing or attempting to influence an officer
or employee of any agency, member of Congress in connection with this
Federal contract, grant,, loan or cooperative agreement, Wololdmolnt shall
complete and submit Standard Fonn-LLL,, "'Disclosure Form to Report
Lobbying," 'in accordance with its instructions.
This certification is a material, representation of fact upon which reliance
was placed when this Contract was made or entered into. Submission of
this certificate is a prerequisite for making or entering into this Contract
imposed by 31 USC Section 13152. Any person who fails to file the
required certification shall be subject to a, civil penalty of not less than
$10,000.00 and not more than $100,000.00 for each such failure.
Wooldmoint shall require that the language of this certification be included in all contracts
or agreements, involving the expenditure of Federal funds.
20. 'Indemnification.
WOODMONT COVENANTS AND AGREES TO INDEMNIFY,, HOLD
HARMLESS AND DEFEND, AT ITS OWN EXPENSE., CITY AND ITS
OFFICERS, AGENTS, SERVANTS AN D EMPLOYEES FROM AND AGAINST
ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE
AND/OR PERSONAL INJURY., INCLUDING DEATH, TO ANY AND ALL
PERSONS, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR
ASSERTED9 ARISING OUT OF OR IN CONNECTION WITH THE
EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR
NONPERFORMANCE OF THIS CONTRACT AND/OR THE OPERATIONS,,
ACTIVITIES AND SERVICES OF THE PROJECT DESCRIBED HEREIN,,
WHETHER OR NOT' CAUSED IN WHOLE OR IN PART, BY ALLEGED
NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS,, EMPLOYEES,
CONTRACTORS OR SUBCONTRACTORS OF CITY; AND WOODMONT
APARTMENTS, LTD. HEREBY ASSUMES ALL LIABILITY AND
HOME FUNDS Page 12
Wood font Apartments Ltd. REV. 7-28-019
RESPONSIBILITY OF CITY AND ITS OFFICERS, AGENTS, SERVANTS, AND
EMPLOYEES FOR ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS
ORDAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY
AND ALL PERSONS, OF WHATSOEVER KINDS OR CHARACTER9,
WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION
WITH THE EXECUTION,, PERFORMANCE, ATTEMPTED PERFORMANCE
OR NONPERFORMANCE, OF THIS CONTRACT AND AGREEMENT AND/OR
THE OPERATIONS, ACTIVITIES AND SERVICES OF THE, PROJECT
DESCRIBED HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART
BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS,
EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY.
WOODMONT LIKEWISE COVENANTS AND AGREES TO AND DOES
HEREBY INDEMNIFY AND HOLD HARMLESS CITY FROM AND AGAINST
ANY AND ALL INJURY,1 DAMAGE, OR DESTRUCTION OF PROPERTY OF
CITY, ARISING OUT OF OR IN CONNECTION WITH ALL ACTS OR
OMISSIONS OF WOODMONT APARTMENTS, LTD, ITS OFFICERS,
MEMBERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS,
INVITEES, LICENSEES, OR PROJECT PARTICIPANTS, OR CAUSED, IN
WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS,
SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF
CITY.
IT IS THE EXPRESS INTENTION' OF THE PARTIES, BOTH WOODMONT
AND CITY, THAT THE INDEMNITY PROVIDED FOR THIS SECTION
INCLUDES INDEMNITY BY TO INDEMNIFY AND PROTECT CITY FROM
THE CONSEQUENCES OF CITY'S OWN NEGLIGENCE, WHETHER THAT
NEGLIGENCE IS ALLEGED TO BE THE, SOLE OR CONCURRING CAUSE OF
THE INJURY, DAMAGE OR DEATH.
WOOD,MONT AGREES TO AND SHALL RELEASE CITY, ITS AGENTS,
EMPLOYEES, OFFICERS AND LEGAL, REPRESENTATIVES FROM ALL
LIABILITY FOR INJURY, DEATH, DAMAGE OR LOSS TO PERSONS OR
PROPERTY SUSTAINED IN CONNECTION WITH OR INCIDENTAL TO
PERFORMANCE UNDER THIS CONTRACT, EVEN IF THE INJURY, DEATH,
DAMAGE OR LOSS IS CAUSED BY THE CITY'S SOLE, OR CONCURRENT
NEGLIGENCE.
WOODMONT SHALL REQUIRE ALL OF ITS CONTRACTORS AND
SUBCONTRACTORS TO: INCLUDE IN THEIR CONTRACTS AND
SUBCONTRACTS A RELEASE AND INDEMNITY IN FAVOR OF THE CITY
IN SUBSTANTIALLY THE SAME FORM AS ABOVE,
21, Waiver of Immunity. If Woodmontl as a charitable or nonprofit organization, has or
..........
claims an immunity or exemption (statutory or otherwise) from and against liability for
damages or injury, including death, to persons or property, it hereby expressly waives its,
rights to plead defensively such, immunity or exemption as against City. This: sectio�n
HOME FUNDS Page 13:
Woodmont Apartments Ltd. REV. 7-28-09
shall not be construed to affect a governmental entity's immunities under constitutional,
statutory or common law.
22. Insurance.
Woodmont shall furnish to City, in a timely manner, certificates of insurance as proof
that it has secured and paid for pol eies of commercial insurance as s �ecifi,ed herein.
Such insurance shall cover all insurable risks incident to or in connection with the
execution, performance, attempted performance or nonperformance of this Contract.
Waodmont shall maintain the following coverages and limits thereof".
Commercial General Liability(C GL) Insurance
$5 ,0 each occurrence
I 10 , 0 aggregate limit
If applieable.
Business Automobile Liability Insurance
1.000.,000 each accident on a combined single-limit basis, or,
X25+ 1, 10 Property Damage
$500,000 Bodily Injury per person per occurrence
$2,000,000 Aggregate
Insurance policy shall be endorsed rsed to cover,"Any Auto"
Pending, availability of the above coverage and at the discretion of Abe Woodmont,
the polies` shall be the primary responding insurance policy versus a.personal auto
insurance policy if"or when in the course of oodmont s business as contracted
ereir.
If applicable:
Workers' Compensation Insurance
.dart Statutory Limits
Pay B: Employer's Liability
100,000 each accident
'100,000 disease-each employee
$500,1000, disease-policy limit
ry y
ate. Such insurance shall cover employees ees p erfo . : work and and all
projects including but not limited to, construction,, demolition, and rehabilitation.
Woodmont or its contractors shall maintain coverages. In the event the respective
contractors do not maintain coverage, Woodmont shall maintain the coverage on
such contractor for each applicable contract.
Directors and Officers Insurance
Optional (Highly Recommended
Nate.- This insurance shall cover Woodmont and any me mber of its Board
of Directors.
HOME F` S Page 14
Woodmont Apartments ents Ltd. REV. 7-28-09
Additional Require mants
.6
Such insurance amounts, shall be revised upward at City's reasonable option., and
Woodmont shall revise such amounts within thirty (30) days foillowing notice to
Woodmont of such requirements.
Woodmont will submit to City documentah"on show n. that it has obtam' ed
insurance coverage and has executed bonds as required in this Contract
prior to payment of any monies, provided hereunder.
Each insurance policy shall be endorsed to provide City with a minimum 'thirty
(30) days notice of cancellation, non renewal, and/or material change in policy
terms or coverage.,
Insurance policies required herein shall be endorsed to include City as an
additional insured as its interest may appear. Additional insured parties, shall
include employees, officers, agents,, and volunteers of the City.
If applicable, the Workers' Compensation Insurance policy shall be endorsed to
include awaiver of subrolgatioln, also referred to as a waiver of rights of recovery,
in favor of City.
Any failure on, part of the City to request certificate(s) of insurance shall not be
construed as a waiver of such requirement or as a waiver of the insurance
requirements themselves.
Insurers of We odmont's insurance policies shall be licensed to do, business in the
state of Texas by the Department of Insurance or be otherwise eligible and
authorized to, do business 'in the state of Texas. Insurers shall be acceptable to the
City insofar as their financial strength and solvency and each such company, shall
have a current minimum A.M. Best Key Rating Guide rating of A: VII or other,
equivalent insurance industry standard rating,otherwise approved by City.
Deductible limits on insurance policies shall not exceed $5,000 per occurrence
unless otherwise approved by City.
In the event there are any local, federal or other regulatory insurance or bonding
requirements for the Project and such requirements exceed those specified herein,
the former shall prevail.
As applicable, Woodmoint shall require its contractors to maintain applicable
insurance coverages, limits, and other requirements as those specified herein" and,
Wood pint shall require its contractors to provide Woodmont with certificate(s)
of insurance documenting such coverage. Also, Woodmont shall require its
contractors to have City and Woodmont endorsed as additional insureds as their
interest may appear) on their respective insurance policies. Woodmont shall
HOME FUNDS Page 15
Woodmont Apartments Ltd. REV. 7-28-09
recurs its contractors, to maintain e s risk insurance at mit of applicable
project(s) costs when the value of materials involved exceeds 1 �, � 1 or at a
different limit value as specified by City.
C. Duties and ReTonsibi Iities of Cit
Disbursement of Funds.
City will furnish HOME Funds for use as stated herein. City will monitor r the use of such
funds, to ensure appropriate use. Funds shall be disbursed after execution of this Contract
arid, in compliance with its, rovi,sions. Would ont will be entitled to make requests for
reimbursement draws for the first eighteen 18 months of the Contract term. P"a merit to
oodmont shall require completion of appropriate City forms and copies of adequate
supporting documentati n n*fyin the eligibility of expenses. Reimbursement of
eligible expenses shall be made against the lies item budgets, specified ed ire Exhibit "B"
Budget. Requests for payment shall be made by completing and submitting, to City the
fora,s attached to this, Contract as Attachment I Request for Funds, Attachment II
Expenditures orksheet, and Attachment III — Detail Statement of Costs.
oodmoint may not increase or degrease any HOME-funded line-item amounts of the
Budget without City's prior written approval. No additional funds, will be disbursed if
the City has not received the necessary financial reports that account for previously
disbursed funds. Costs eligible for reimbursement may include certain costs directly
relatedd to and in support of the Project, as verified by City, which were incurred prier to
execution of this Contract. To further the purposes of the Project and my as requested
in carting by Wooedmont, City may disburse funds to directly pay Wood o t vendors in
accordance with the City Housing Department's Disbursement Poky or C11D0 , Model
Blocks and Subr ciplents.
2. Amount of Funds. It is agree, that the total distribution of HOME Funds made available
to or paid on behalf of Woodrum during the terra of this Contract shall not exceed the
total sum of.ONE .1 1+ N FIVE HUNDRED THOUSAND AN D NO/100 Dollars
($1,5001000.00).
D. General l r visions
L Legal Auth,o rit This Contract is governed by the statute and regulations goverriing the
HOME program ("HOME Program") p to the HOME Investment Partnerships ips .pct
at Title fl of the Cranston Gonzales National Affordable Housing Act of 1990, as
a,mended, .S.C. sections 12701 et seq. "'NAHA") and the SOME Investment
Partnerships Program Final Rule, as amended, 24 CFR Fart 92 e see . (the
Regulations" or "Regulations") which are for the benefit low and very low income
citizens, by providing -them with affordable h using, and City and Woodmont agree to
follow these and all other applicable laws.
Woodmont agrees to comply ply fully with all applicable laws and regulations, that are
currently in effect or that are hereafter amended during the performance of this Contract.
Those laws include, but are not limited to:
HOME FUNDS Page 1
Wooldmont Apartments Ltd. REV. _2 -
Federal
HOME Investment Partnership Act as set out above
Title VI of the Civil Rights Act of 1964 (42 U.S.C. Sections 2000d et seq.,)
including provisions requiring recipients of federal assistance to ensure
meaningful access by person of limited English proficiency
The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C.
Sections 3601 et seq.)
Executive Orders 11063, 11246 as amended, by 11375 and 12086 and as
supplemented by Department of Labor regulations 41 CFR-, Part 60,
The Age Discrimination in Employment of 1967
The Age Di scrimination Act of 1975 (42 U.S.C. S ectio ns 6 101 et seq.,)
The Uniform Relocation Assistance and Real Property Acquisition Policies Act of
19,70 (42U.S.C. Sections 4601 et seq. mid 49 CFR Part 24) ("URA"),
Section, 5 of the Rehabilitation Act of 1973 (29 U.S.Cl. Sections 794 et se ►.) and
24 CFR Part 8 where applicable
National Environrnental Policy Act of 19169, as amended, U.S.C. sections 43,21
el seq. ("NEPA") and the related authorities listed in 24 CFR Part 58.
the Clean Air Act, as an-iended, (42 U.S.C. Sections 1251 et seq.) and the Clean
Water Act of 1'x, 7, as amended (33 U.S.C. Sections 1251 et seq.), and the
related Executive Order 11738. In no event shall any amount of the
assistance provided under this Contract be utilized with respect to a
facility that has given rise to a conviction under the Clean Air Act or the
Clean Water Act.
Immigration Reform and Control Act of 19,86 (8 U.S.C,. Sections H 01 et seq.)
specifically including the provisions requiring employer verificatilons, of
legal status of its employees,
The American, with Disabilities Act of 19910 (4,2 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 ftom . 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 12,549 and 24 CFR Part 5.105(c) pertaining, to restrictions on
participation by ineligible, debarred or suspended persons or entities
Regulations at 24 CFR Part 882.708(c) pertaining to site and neighborhood
standards for new construction projects
Regulations at 2,4 CFR Part 9183.61 for Site and Neighborhood Standards Review
0 Certain Requirements Pertaining to Section 3 of the Housing and Urban
Develo ent Act of 19618 as, amended (12 U.S.C. Sections 1701 et sea'.) and its
Pm
related regglations at 24 CFR Part 135
If the work performed under this Contract is on a project assisted under a program
providing direct Federal financial assistance from HUD,, Section 3 of 24 CFR
HOME FUNDS Page 17
Woodmont Apartments Ltd. REV. 7-28-09
1351.38 ("Section 3") requires that the foillowing clause be inserted in all covered
contracts ("'Section 3 Clause").-
"A. The work to be performed under this contract is, sub ect to the
requirements of Section 3 of Housing and Urban Development Act of
1968,, as amended, 12 U.S.C. section 1701u. (Section 3). The purpose of
Section 3 is to ensure that employment and other economic opportunities
generated by HUD assisted or HUD-assisted projects covered by Section
31,1 shall to the greatest extent feasible, be directed to low- and very-low
income persons, particularly persons who are recipients of HUD assistance
for housing.
B. The parties to this contract agree to comply with HUD's regulations, in 24
CFR Part 135,, which implement Section 3. As evidenced by their
execution of this contract, the parties to this contract certify that they are
under no contractual or other impediment that would prevent them from
complying with the Part 135 regulations.
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 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 empiloyees and applicants, for training and employment
positions can see the notice. The notice shall describe the Section 3
preference, shall set forth minimum number and job titles subject to hire,
availability of apprentice and training positions, the qualifications for
each and the name and location of the person(s) taking appl ications, for
each of'the positions-, and the anticipated date the work shall begin.
D. The contractor agrees that it will include this Section 3 clause in every
subcontract to comply with regulation in 24 CFR Part 135, and agrees to
to appropriate action, as provided in an app:licable provision of the
subcontract, or in this Section 31 clause, upon finding that the subcontractor
is in violation of the regulations in 24 CFR Part 135. The contractor will
not subcontract with any subcontractor where it has notice or knowledge
that the subcontractor has been found in violation of regulations in 24 CFR
135.:
E. The contractor will certify, that any vacant employment positions,
including training positions that are filed.- (I) after the contractor is
selected but before, the contract is executed, and (2) with persons other
than those to whom the regulations of 24 C'FR Part 135. The contractor
will not subcontract with any subcontractor where it has notice or
knowledge that the subcontractor has been found in violation of
regulations in 24 CFR 135.
F. Noncompliance with HUD's regulation in 24 CFR Part 135 may result in
sanctions, termination of this contract for default, and debarment or
suspension from future HUD assisted contracts.
G. With respect to work performed in connection with Section 3 covered
Indian housing assistance, section 7(b), of the Indian Self-Determination
1410ME FUNDS Page 18
Woo:ldmont Apartments Ltd. REV.7-28-09
and Education Assistance Act (25 U.S.C. section 450e) also applies to the
work to be perfon-ned under,this Contract. Section 7(b) requires that to the
greatest extent feasible (i), preference and opportunities for training and
employment shall be given to Indians,, and (ii) preference in. the award of'
contracts and subcontracts shall be given to Indian organizations and
Indi,an-owned Economic, Enterprises. Parties to this contract that are
subject to the provisions of Section 3 and Section 79b) agree to comply
with Section 3 to the maximum extent feasible, but not in derogation of
compliance with Section 7(b)."
City and Woodmont -understand and agree that, If applicable to the Project,
compliance with the provisions of Section 31 the regulations set forth in 24 CFR
Part 135, and all applicable rules and orders of HUD shall be a condition of the
Federal financial assistance provided to the Project binding upon the City and
Woodmont, and their respective successors, assigns and the contractors. Failure
to fulfill these requirements, shall subject Woodmont and its contractors and their
respective successors and assigns to those sanctions specified by the Grant
Agreement t which Federal assistance is provided and to such sanctions as
are specified by 24 C'FR Part 135.
Prohibition Against Discrimination
General Statement
Woodmont, in the execution, performance or attempted performance of this
Contract, will not discriminate against any person because of race, color, sex,
gender, relipon, national origin, familial status, disability or perceived disability,
nor will Woodmont permit its officers, members, agents, employees, or Project
participants to engage in such discrimination.
A& 0
No,Discrimination in Employment during,the Performance of this Contract
During the performance of this Contract Woodmont agrees, and will require all its
contractor's to agree, as follows-,
Woodmont 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. Wo:odmont will take affi rmative
action to ensure that applicants are hired without regard to race, color, sex,
gender, religion, national origin, familial status, disability or perceived disability
and that employees are treated fairly during employment without regard to their
race, color, sex, gender, religion, national origin, familial status, disability or
perceived disability. Such action, shall include, but not be limited to,, the
following: employment, upgrading, demotion or transfer, recruitment or
recruitment advertising, layoff or terminatton, rates of' pay or, other forms, of
compensation, and selection for training,, including apprenticeship. Woodmont
agrees to post, in conspicuous places, available to employees and applicants for
employment, notices setting forth the provisions of this nondi scrimi nation clause.
HOME FINDS Page 19
Wolodmont Apartments Ltd. REV. 7-28-09
Woodmont will., in all solicitations or advertisements for employees, placed by or
on behalf of Woodmont, 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.
Woodmont covenants that neither it nor any of its officers, members, agents,,
employees, Project participants or co�ntractors, 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, di.scn*minate against ,persons because of their age or because of any
disability or perceived disability, except on the basis of a bona fide occupational
qualification, retirement plan or statutory requirement.
Woold t further covenants that neither it nor its officers, members, agents,
employees, contractors, Project participants,, or persons acting on their behalf,
shall specify, in solicitations or advertisements for employees to work on this
Contract, a, maximum age limit for such employment unless the specified
maximum age limit is based upoin a bona fide occupational qualification,
retirement plan or statutory requirement.
In accordance with the provisions of the Amen'cans With Disabilities Act of 1990
(,"ADA"), Wog moot warrants that it and any of its contractors will not
unlawfully discriminate on the basis of disability in the provision of services to
the general public, nor in the availability, terms and/or conditions of'emplo ent
for applicants for employment with, or employees of Wolodmont or any of its
contractors. WI OD WARRANTS IT WILL FULLY COMPLY
WITH :ID 'S PROVISIONS AND ANY OTHER APPLICABLE
FEDERAL, STATE AND LOCAL LAWS CONCERNING DISABILITY
AND WILL DEFEND,, INDEMNIFY AND HOLD CITY HARMLESS
AGAINST ANY CLAIMS OR ALLEGATIONS ASSERTED BY THIRD
PARTIES OR CONTRACTORS AGAINST CITY ARISING OUT OF
WOOD,MONT'S, AND ITS CO,NTRACTO,RS t ALLEGED FAILURE
TO COMPLY WITH THE ABOVE-REFERENCED LAWS
CONCERNING DISABILITY DISCRIMINATION IN THE
PERFORMANCE OF THIS CONTRACT.
This, Contract is made and entered into with reference specifically to the
ordinances codified at Chapter 17', Article 111, Division 3 ("Disc6minatilon in
Employment Practices") of the City Code, and Woodmont hereby covenants and
agrees that Woodmont, its officers, members, agents, employees, and contractors,,,
have fully complied with all provisions of same and that no employee, applicant
or Project participant has been discriminated against under the terms of such
ordinances by either or its officers, members, agents, employees or contractors.
0,
No Discrimination in Housing
HOME FUNDS Page 20
Woad rat Apartments Ltd. V. 7-28-09
cod ant will fo�llow all the laws set out in this Contract in the provision of
housing and will not discriminate based upon race, color, religion,, sex, gender,,
national origin, familial status, disability or perceived disability. Wolodmont will
follow all provisions previously set out in regard to affirmative marketing and
0 .
other anti-discri*mination provisions.
Pro ibition Against Interest/Conflict of Interest
Persons Covered
This section (Prohibition Against Interest / Conflict of Interest) applies to any
person who is an employee, agent, consultant, officer, contractor, subcontractor,
elected official or appointed official of the Parties to this Contract.
Conflicts Prohl'bited
No person described in the above paragraph, who exercises or has exercised any
function or responsibility with respect to activities assisted with HOME funds or
who is in an position to participate in a decision making process or gain inside
information with regard to these activities, may obtain a financial interest or
benefit frorn a HOME—assisted activity, or have an interest in any contract,
subcontract or agreement with respect thereto, or the proceeds thereunder, either
for themselves or those with whom they have family or business ties, during the
tenure of this Contract or for one (1) year thereafter.
Exceptions
The only exception shall be those allowed by applicable law or regulations. To
request an exception, the process required by law and regulations shall be
followed.
Except as disclosed, no member, officer or employee of City or its designees or
agents; no member of the governing body of the locality in which the Project is
situated; and no other public official of such locality or localities, who exercises
any functions or responsibilities with respect to the Project funded hereunder
during his or her tenure or for one (1) year the eafter, shall obtain a financial
benefit or have any interest, direct or indirect, in any contract or subcontract or the
proceeds thereof, for work to be performed hereunder. Woodmont shall
incorporate,, or cause to be incorporated, like language prohibiting such interest in
all contracts and subcontracts entered into, in. connection with the Project.
No officer, employee, member or Project participant of Woodmont or its
contractors shall have a financial interest, direct or indirect, in this Contract or the
HOME Funds transferred hereunder or be financially interested, directly or
indirectly, in the sale to Woodmont of any land, materials, supplies or services
purchased with any funds transferred hereunder, except Woodmont as an officer,
or employee. Any willful violation of this paragraph with the knowledge,
expressed or implied, of Woodmoont or its contractors shall render this Contract
voidable by the City.
HOME FUNDS Page 21
Woodmont Apartments Ltd. REV. 7-28-09
No officer, employee, agent, consultant, elected official vial or appointed official of
the participating jurisdiction, Woodmont or its contractors who exercised any
functions or responsibilities with, respect to activities assisted with HOME Funds
or who are in a position to participate in a decision making process, or gain inside
information with regard to these activities, may obtain a financial interest or
benefit from a HOME-assisted activity, or have an interest in any contract
subcontract, or agreement with respect thereto, or the proceeds thereunder, eith.er
for themselves or those with whom they have family or business ties, during their,
tenure or for one l) year thereafter.,
In the procurement of property and services by Woodmont, the conflict of interest
provisions of 24 CFR Part 8536 and 24 CFR fart X4.4 , respectively, shall apply.
In all cases not governed by those sections, the provisions of 24 CFA :part 92.356
of the HOME Regulations shall apply.
Lalb r Standards
i. As applicable, Woodmont agrees to comply with the requirements of the
Secretary of Labor in accordance with the {Davis-Bacon Act (40 U.S.C. 2 a 27 a-5 as amended,, the provisions of Contract Work Hours and Safety Standards
Act 40, U.S.C. 327 et seq.) and all ether applicable Federal, state and local laws
and regulations pertaining to labor standards insofar as these acts apply to the
performance of this Contract. Woodmont, agrees to comply with the Copeland
Anti-Kick Back pct l .U.S.C. 874 et seq.) and its implementing regrlati ins of
the U.S. Department of Labor at 29 CFR Part 51. Woodmont shall maintain
documentation that demonstrates compliance with hour and wage requirements of
this Contract and HOME Regulations. Such documentation shall he made
available promptly to City for review upon request.
ii. Woodmont agrees that, except p
, with respect to -t e rehabilitation or construction
of residential property containing, less than twelve 12 units assisted with HOME
funds, all contractors engaged under contract in excess of' $2,000.00 for
construction, renovation or repair work financed in whole or in part with
assistance provided under this Contract, shall comply with Federal requirements
adopted by City pertaining to such contracts and with the applicable requirements
of'the regulations s of the Department of labor under 29 CFR Parts l,3 5 and
governing the payment of wages and ratio of apprentices and trainees to Journey
workers;ers 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 Wooldmont of its obligation, if any, to require payment of the higher wage.
Woodmont shall cause or require to be inserted in ill, in all such contracts
sub.ect to such regulations, provisions meeting the requirements of this paragraph.
Minority and Women business Ente rise Commitment
ooldrnoint agrees to abide by the City's policy to involve Minority and Women
Business Enterprises ` / ,BEs" in all phases of its procurement practices and
HOME FUNDS Page 2
Woodmont Apartments Ltd. REV. 7-28-019
to provide them equal opportunity to compete for contracts for construction,
provision, of professional services, purchase of equipment and supplies and
provision of other services required by City. Therefore, Woodmont agrees to
incorporate City Ordinance No. 15530, and all amendments or successor policies
thereto, into all contracts and subcontracts and will further require all persons or
entities with whorn it contracts to comply with said ordinance.
2. Ten' l-Inination.
0
10 City may terminate this Contract in whole or in part in the event of Woodmont's
default, inability or failure to perform., City shall notify Woodmont and its Investor
Limited Partner in writing of any breach of this Contract and specify a reasonable time
but not less than thirty days to cure the breach. If"''mac odmont falls to cure the breach.
within the time stated in the notice, City may take any of the! f'ollo Vin g actions.-,
a. Temporarily withhold disbursements pending correction of the deficiency;
b. Disallow all or part of the cost of the activity or action not in compliance;
C. Accept Woodmont's failure to comply or correct any deficiency or breach within
the time period specified as evidence of'Wood mant's inability to perfon-n under
the to of this Contract and intent to terminate this Contract and surrender all
rights to any remaining HOME, Funds-
d. Withhold any other HOME awards from Woodmont or any affiliates;
e. Pursue any other legal remedies available to City to ensure compliance with this
Contract and the Loan Documents.
If Woodmont has not commenced construction within six (6) months of'the date of this
Contract, City may terminate this Contract. .
Woodmont-, Wooldmont may terniinate this Contract if the City does not provide the
HOME Funds set forth in this Contract,.
Unused Home Funds. Upon termination, either by Woo dmont or City, Woodmont will,
return to City all unused HOME Funds previously distributed 'under this Contract within
thirty (30) days of' the effective date of Contract termination. City will have no
responsibility or liability for, Woodmont's expenditures or actions occurring after the
effective date of Contract termination. City reserves the right to recapture HOME Funds
provided under this Contract in the event City determines that Wood moint will be unable
to expend all HOME Funds, within the term of the Contract.
Affordability and Certain Other Requirements Survive Termination. coo cent agrees
that any provision of this Contract that pertains to affordability, tenant eligibility, and
City Building Codes, ordinances and housing quality standards, as well as any applicable
HOME requirements shall survive the termination of this Contract and shall be governed
by the HOME Regulations, and the provisions of the TDHCA LURA as well as the Loan,
Documents securing affordability.
HOME FUNDS Page 23
Woodmont Apartments Ltd. . 7-28-09
Mutual Agreement. This Contract may be terminated for mutual convenience upon
written agreement oaf'the Parties.
3. Venue. Venue for any action, whether real or asserted, at law or in equity, regarding the
execution, performance, attempted performance or non-performance or any other action
or claim arising out of this Contract shall lie in Tarrant County, Texas.
4. Written Instrument Entire, geeme
A nt. This written instrument and the exhibits attached
hereto, which are incorporated by reference and made! a part of this Contract for all
purposes, constitute the entire agreement by the City and Woodmont concerning the work
and services to be performed under this Contract. Any prior or contemporaneous oral or
written agreement which purports to vary the ten*ns of this Contract shall be void. Any
amendments to 'the terms of this, Contract must be in writing and must be approved by
each Party to this Contract.
5. Severable. The provisions of this Contract are severable, and, if for any reason a clause,
sentence, paragraph or other part of this Contract shall be determined to be invalid by a
court or Federal or state agency, board or commission, having jurisdiction over the subject
matter hereof, such invalidity shall not affect other provisions which can be given effect
w'tb i ion.
I -o�ut the invalid p�ro�v's'
6. No Waiver. The City's failure to insist upon the performance of any term or provision of
this Contract or to exercise any right herein conferred shall not be construed as a waiver
or relinquishment to a. y extent of the City's right to assert or rely upon any such to or
right on any future occasion.
7. Paragaph_ffeadings. The paragraph headings, contained herein are for convenience in
reference to this Contract and are not intended to define or to limit the scope of anY%/
provision of this Contract.
8. Miscellaneous Provisions,.
All terms of this Contract shall apply to any and all contractors of Woodi-nont who are in
any ay pal OME
'd with H Funds or who perform i any work in connection w►
th the
w
Project.
All notices required or permitted by this Contract must be in writing and are deemed
delivered, on the earlier date of the date actually received or the 'third day following (1)
deposit in a Untied States, Postal Service post office or receptacle, (11), with proper
postage, certified mail return receipt requested; and (111) addressed to the other Party at
the address set out in the preamble of this Contract or at such other address as the
receiving,Party designates by proper notice to the sending Party.
If applicable, must meet conditions and limitations for use of HOME Funds, 'Involving a
primarily religious entity as set forth in the HOME Regu,latioinsi.
If applicable,, Woodmont shall notify it in writing, of any changes in its 501 (c) (3) tax
HOME FUNDS Page 24
Woodmont.Apartments Ltd. REV. 7-28-09
exempt status during the to of this Contract.
Woodmont represents, and warrants, that it possesses the legal authority to enter into this,
Contract, to receive the HOSE Funds, and to perform the services, it has obligated to
perforrn under this Contract.
All oral and written agreements, between the Parties relating to the subject matter of this
Contract that were made prior to the execution, of this Contract have been reduced to
writing and are contained in this Contract.
This Contract may be executed in one or more counterparts each of which shall be
deemed an original but all of which together shall constitute one and the same instrument.
Signed signature pages may be transmitted by facsimile or electronic transmission, and
any such signature shall have the sane legal effect as an original.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
HOME FUNDS Page 25
Woodmont Apartments Ltd. R. 7-28-09
Ili WITNESS WHEREOF, the :Parties have uteri four copies of this Contract in Fort
Worth, Tarrant County, Texas, this day of , 2009.
ATTEST. CITY OF FORT T O TH
City Secretary T. M. Higgins, Assi40afff City Manager
M&C: C-23550 Fate May 26, 2009
APPR 1 D AS T F *-AND LEGALITY:
Assistant City Attorney
WOO,DMONTI APARTMENTS, LTD.
By: NRP WOODMONT APARTMENTS,,TS, LLC
its general partner
Contract author f zata.OA
51
: Wind Terrace Inc.
Date its
B ",sol member y:
Barbara Holston, Vice President
STATE OF TEXAS
COUNTY OF TARRA T
This instrument was acknowledged before nee on J u L k 200
T.M. Biggins, Assistant City Manager of the City of Fort Worth, Zin behalf the City of Fort
worth.
EVONIA DANIELS
»:
My C cltary�"ub�llc, Mate of Texas
' - J
1
Of
2013
STATE OF TEXAS
COUNTY OF TARRANT §
This instrument was acknowledged before me on �k[�A a5 200
by Barbara Rolston, Vice President of Wind Terrace, Inc., a Texask nonprofit corporation, on
behalf of said corporation, sole member of Nip' Waodmo t .Apartments, LLC, a Texas limited
liability company, general partner ofWoodmont Ap nth, Ltd, a Te limite partnership.,
Notary Public, 'State of Texas
MY JOE R,HENDEM
COMMISSION EXPIFES
",.wwr®r ,yuur�,io�mm iuurou!wummomwuuuuumumi wuuwaumm'nv Y
f0
od*r 301 201 1 .
OFFICIAL i
Jf4 RECORD
H :�F�I�s
C17Y 'age 2
-21-4
Wdcnt Apartments Ltd. E . 7
EXHIBIT 44A"
PROJECT SUMMARY - SCOPE OF WORK
WOODMONT APARTMENTS, LTD,
DESCRIPTION.
Woodmont Apartments, Ltd. ("Woodmont") will construct a 252-unit affordable housing
apartment complex known as the Woodmont, Apartments,, located at 102,9 Oak, Grove
Road, Fort Worth, TX. 76115 (the "Project"). The Fort Worth Housing Authority owns
the land and wifl enter 'into a lo�ng-term ground lease with Woodmo�nt. Primary funding,for
the Project will be from Low Income Hous,i I ng Tax Credits, ('1LIHTC") allocated by the
Texas Department of Housing and Community Affairs ("TI)HCA."). The Project will be
constructed 'in accordance with the LIHT'C proposal and all applicable amendments
subnu*tted to TDHCA during the 2008 application round. For the twenty (20) year HOME-
required Affordability Period, the Project will be managed in compliance with this
Contract and applicable provi,sions, of all HOME Regulations governing rental projects. All
u *ts *in the Project wifl be affordable to households at or below 60% of Area Median
ni
Income ("AMI") as established by HUD.
The term of the contract for the HOME Funds i's twenty-four (24) months and the term of
the loan is thirty-eight (38) years. Simple 'Interest at 3% per annum,will begin to accrue the
earlier of the end of year three (3) of the Loan term or when 90% lease up has been
achieved for 90 days. Interest only semi-annual installments will be due on May 15, and,
November 15 of each year beginning in year ni I ne (9) of the loan term but only after the
deferred developer fee i's paid in full. Payment of all principal and any accrued but unpaid
i I nterest will be due and payable thirty-eight (38) years from anniversary date of execution
of the Loan Documents. In cons ideration for HOME Funds provided through this
Contract, Woodmont Apartments, Ltd. agrees to provide the following 1 0 nformation and
meet the following requirements
Designate fourteen (14) units in Project as HOME-assisted units, affordable to low-
income tenants: at 60% of AMI or below. Three (3) of these units will be LOW
HOME units. Of these three (3) LOW HOME units, two (2) will be one-bedroom
and one (1), will be two-bedroom Eleven (11) of these units will be HIGH HOME,
units. These units shall not be fixed, but shall "float" 'throughout the Project.
During lease-�up perl*od,, and until Project i's fully leased, on a, monthly basis, report
summary beneficiary data regarding the household 'income, size, race, ethnl*c*tY,
gender of head of household, disability status, and rental assistance type for all
01 IN
tenants residing "in HOME-assisted units, on Form E-2 - Beneficiary Performance
Report. If these fourteen (14), housing units do not qualify as affordable rental
housing 'immediately upon lease-up or at any time during the Affordability, Period,
the Loan wil,l be *Immediately due and payable to the City, subject ,to the "next unit
rule".
a A 21
During me Affordabifinty Period,, submit to City annually a copy of Woodmon,t
Apartments,Ltd. annual audit, and, TDIICA LIHTC compliance report.
SPECIFIC PURPOSE: The specific purpose of this Project i's, to increase the availability of
0 #
quality, accessible, and affordable housing for low income City residents.
PROJECT OBJECTIVES: Construction of affordable housing project to create 2512 new
0, it
its. Fourteen (14) of these units, w"fl be dedicated HOME-assi I I I
unt I i sted units, with a per-un
subsidy amount of$107,1143.00 per unit ($1,500,000.00/14 = $107,143.00�).
HOME Funds - Exhibits
Woodmont Apartments, Ltd. Page I
EXHIBIT "B"
WOODMONT APAR TEEN TS, 'LTD.
Woodmont Apartments
SOURCES OF FUNDS
City of Fort Worth HOME funds $115001000
Freddie Mac $15,000,1000
Tax,Credit Equity— Federal 81712,065
TDHCA PWD HOME funds 316,0001
TDHCA HT F 460,000
1
GIC Incorne/N01 7951700
Deferred Developer Fees 2,657j 6
TOTAL $291,441 1311
Land Acquisition Cost &Title Costs, 1,5801,977
Construction Costs & Fees 17,820,533
Developer Fees &Overhead 51,364,227
Deposit to Capitalized Moneys Acct 573,075
Financing Costs 3$79119184
Marketing/Start Up Reserves 21 1200
Tax Credit Related Costs 96J315
TOTAL $2914119311
HOME Funds - Exhib,its,
Woodmiont Apartments, Ltd. Page 2
"HI IT "C91
PROJECT IMPLEMENTATION TIMEL,INE
Woodmont Apartments, Ltd.,
A!LQUISTION SCHEDULE,
Tax Credit Award July 2008
HOME Loan Closing Jul y3 , 20019
Begin Construction August 2009
HOME Funds Repaid 38, years from date of Loan Documents
Construction Completion February 2 011
LEASE-UPI INSPECTION & REPORT' ►SCHEDULE
TARGET DESCRIPTION
DATE,/ACTIVITY
July 2009 to May, During the Contract terra, Wood. _.
mont Apartments, Ltd will submit monthly
July 2011 and _ finan�ial reports as d signated by the City.
July 20019 Construction Loan Closing - Woodi-not Apartments, Ltd. will execute all
City Loan documents necessary to secure the City's HOME Funds investment
in the Project. These docun-cents will include, but not be limited to, a
subordinate note and deed of trust on the Property.
August 2009 Woodmont Apartments, Ltd. will. begin construction on_252'-unit Woodmont
Apartments
February 2011 Tenant lease up begins; Designation by unit of the fourteen (14) floating
HOME-as,sisted units that year, and the status, report on occupancy of
those units and income eligibility of the tenants.
Annual Inspections Annual On-Site inspection to occur each year during AffordabIlity Period
Reporting Woodmont Apartments, Ltd. shall ffirnish City with the following,
information.-
a), during lease-up, and until Project is fully leased, on a monthly
basis, summary beneficiary data regarding the household
income, size, race, ethnicity, gender of head, of household,
disability status and rental assistance type for all tenants.,
b) During the 20 year Affordability Pen*od, copy of rent rolls and
copy of lease forms used.
c) Other such inforrnation as may be necessary to verify
compliance with HOME Regulations.
d) Report of HOME match should be reported quarterly each
month from date of Contract.
HOME Funds, - Exhibits,
Woodmont Apartments, Ltd. Page 3
X-1 Xr
EM11BIT I'D"
AUDIT REQUIREMENTS
Woodland Apartments, Ltd.
CITY OF FORT WORTH HOUSING AND ECONOMIC DEVELOPMENT DEPARTMENT
AUDIT REQUIREMENTS
Organizations, expending $500,000 or more in federal awards (from City of Fort Worth and other funding
sources) during their fiscal years shall obtain either an annual single audit or a program specific audit.
Organizations may have a program specific audit in accordance with OMB Circular A-13 , or other standard
federal set forth 'in the Contract if applicable, if the expended funds for only one tecteral program as listed in the
y I
Catalog of Federal Domestic Assistance (CFDA). If funds are spent for more than one federal program, a
single audit is required. The audited time period is the organization's fiscal year, and not the City of Fort
Worth's funding period.
The audit shall be conducted by a certified public accountant (CPA) that is licensed at the time of the audit
by the appropriate regulatory body. The CPA shall meet all of the general standards concerning
qualifications, independence, due professional care and quality control as required by Government Auditing
Standards, including the requirements for continuing professional education and external peer reviews.
Auditor selection must adhere to federal procurement requirements.
A separate supplementary schedule of revenues, expenditures and changes in fund balance for each City
of Fort Worth contract is no longer required. The Schedule of Expenditures of Federal Awards should list
City of Fort Worth 's contract numbers, the total expended for each individual federal program, and the
CFDA number(OMB A-133 § .310 .
The independent, auditor's report should include all of the relevant items listed on the "'Audit Report
Checklist." Additional guidance on the conduct and reporting of these audits is contained in the latest issuance
of the following publications,-.
Government Auditing Standards issued by the Comptroller General of the United States, 2003
COMB C ircul ar A-13 3 as revised 6/30/97 and amended June 2003
OMB Circular A-133 Compliance Supplement
AICPA's Statement of Position 98-3. "Audits of States, Local Goverrtments, and Not-for-Profit Organizations
Receiving Federal Awards""
Various AICPA audit guides for nonprofits, colleges and universities and health and welfare organizations
AICPA's Audit Risk Alert"State and Local Governmental Developments"
Government Auditing Standards by the Texas Department of Housing and Community Aff irs for Properties
Receiving Low Income Housing Tax Credits
All organizations that receive a City of Fort Worth award must submit the provided Audit Certification Form
which certifies whether you are subject to a single/program, audit. Organizations receiving federal awards
from the City of Fort Worth who are not required to have an audit shall certify in writing to the agency.
The organization"s, Chief Executive Officer or Chief Financial Officer shall make the certification within
60 days of the end of the organization's fiscal year in the year that the project was completed.
The following items should be submitted to the City of Fort Worth Housing and Economic Development
Department within the required timeframe:
HOME Funds - Exhibits
Woodmont Apartments, Ltd. Page 4
Due 60-days, after grganization s .iscal year end in,-the vear"that, the ro ect was coi uifeted.- (required for all
subrecip tents
)
Completed Audit Certification Form
Due within the earlier of 30 dam after rece the door's r months after the end of the audit
of I evort or nine
,period.
Two copies, of the entire audit report issued by the CPA
Two copies of any management letter issued by the CPA in conjunction with the audit report
V .0,
T,wo copies of m,anageinent's, comments on all findi*ngs, relcorn,iTlenaanions, & questioned
costs confairied in the audit r ort and management letter, inctuding a de tai led corrective
action plan
Failure to submit any of these items by the required due date may result in holds on current draw
requests, suspension of the organizat ion's con tray,t,(s) and eligibility for future funding.
If the organization does not 'ineet the, requirements of having a, s,ingle/progra,m audit conducted, records
must still be kept available for review or audit by City of Fort Worth staff(OMB A-133 Subpart, B Sec 200(d).
If additional inforniation Is, needed concerning the audit requirements, pTease call (817)1392-614'1.
HOME Funds - Exhibits Page 5
Woodmont Apartments, Ltd.
CITY OF FORT WORTH
HOUSING AND ECONOMIC DEVELOPMENT DEPARTMENT
SINGLE AUDIT REPORT CHECKLIST'
The Department developed this checklist to help organizations improve the quality and completeness of
audit reports.,
General Purpose or Basic Financial Statements of the Organization Opinion/Report on Organization's Financial
Statements, 'in accordance with Government Audi'ling Stam/ards
Notes to, the General Purpose or Basic Financial Statements of the Organization
to
A Schedule of E,xpenditures of F'elderal, Awards, Incluaing the Department's contract numtiers, the total
ex d for the federal program, and the CF DA number -13 3 Subpart, C Sec 310)1.
Opinion/Report on Schedule of Expenditures of Federal and State Awards
Report on Coy lmpljance and on Internals Control Over Financial Reportinv, Based on an Audit of,Fin ancial
Statements Perfori-ned. 'in Accordance With Governinent Aucliting,Stam dardv. (OMB A-133 § 505 (b))
, a
Re port on Compliance with Re uirements_Applicable to, Each Major Program and 'Internal Control over
Compliance in Accordance, with OMB Circular A-133. (OMB A-133 § 505 (c))
uestionea Costs (OMB A-1 33 §. 505d), including-, Summary Schedule!of Prior Audit
and��1....
n s�
Schedule of'Fj�ndi�
,F'indin&sLreporting the status of all findings included in the prior audit's schedule offin dings and questioned
costs. (OMB A-]33 See., 315 (a) and (b))
Corrective Action Plan including(OMB A-1 33 Sec. 3 15 (c), name of'person responsible for the corrective
action, corrective action planned, anticipated completion, date, and explanation and reason if audittie
does, not agree with findings or believes correction is, not required.
All reports are signed and dated by the auditor
Two copies of the audit reports are submitted
Two copies of the management letter,, if'issued in conjunction wi,th the audit report. Two es of
comments, by management concerning all findings and recomniendshone include in
management letter, inclu,d,ing a corrective action plan.
HOME Funds - Exhibits
Wolodmoint Apartments, Ltd. Page 61
CIF'FY OF FORT' WOR"FH HOUSING AND ECONOMIC DEVELOPMENT, DEPARTMENT
Audit Certification Form
Subrecipient., Fiscal Year Ending.-
Month Day Year
We have exceeded the federal expenditure threshold off`$500,000. We will have our Single Audit or
Program ecific Audit completed and will submit the audit report within nine (9') months after the end of the
audited fiscal year.
We did not exceed the $500,000 federal expenditure threshold re,quired for a in teAudit or a Program
Specific Audit to be perfon-ned this fiscal year. (:Fill out schedule belmi)
Must befilled out if Single Audit o�r Prograrn Audit is not required:
Federal Expenditure Disclosure
Federal unds
Pass Through Pro rani Name& Contract
F'ederal Grantor Grantor CFDA Number Number V--,xpe n d i t u,res
Total Federal ExI),endituresfog.this Fiscal Year
...........
Printed N rne Title(Must CFO,CEO or eqUivalent)
Authorized Signature(Must be CFO,CEO or equivalent) Phone Number Date
r 9-1 .I
aiture, to submit this or a similar statement or failure to submit a compl,eted single audit package as
I #I
c I tescrined in the audit requirements by the required due date will result in suspension off din and will affect
-lit
el'igib I y
for future funding.
Subm*t this I I ,Department,within 60 days aji,er the endqfyour
I brm to the Gty of Fort W6rIh flousing a,nd L'o"conointIc Development
Fiscal year
HOME Funds - Exhibits
Woodmont Apartments, Ltd. Page 7'
E I I "E"
REPORTING REQUIREMENTS
Woo'dmont Apartment, Ltd. ("Woo�dmont")
PLoject Pro,press "Keport. Within fifteen (15) days follo,wing the end of each quarter during the term of the Contract,
Woodmont must submit a report detailing Project construction progress, the percent of construction completion,
anticipated construction completion date and any construction problems encountered and solutions proposed.
Submissions must be signed by a duly authorized agent of Woodmont (Form E-1).
Benelicl a Performance R rt. During, lease-up period,, and until Project is fully leased, on a monthly basis,
report summary beneficiary data regarding the household income, size, race, ethnicity, gender of head of
household, disability status, and rental assistance type for all tenants residing in HOME-assisted units (Form E-
2). After the end of the to of the Contract during the Affordability Period, Woodmont shall submit this report
at least annually on for all tenants residing in HOME-assisted units. The annual report during the Affordability
Period shall be due by the 15 1h day of the third month after the end of the calendar year.
HOME, Match Report Within fifteen (1,5) days following the end of each calendar quarter during the term of the
Contract, a report detailing HOME Match Dollars Submissions will be signed by the duly authorized agent of
Woodmont (Form.E-3).
NI/WBE Compliance. An M/WBE Monthl Participation Rqport must be submitted monthly to City's, M/WBE
Office and the Housing, and Economic Development Department until the Contract is completed. The first report
will be due ninety (90) days after commencement of work. The monthly report must have an original signature to
ensure accountability for audit purposes. These reports, are to be submitted regardless of whether or not N1VWBEs,
were utilized. If there was no activity by an M/WBE in a particular month, place a "0" or "no participation" in the
spaces provided, and provide a brief explanation. Provide the City's M/VVB,E office with proof of pay
Iwent to your
M/WBE subcontractors and suppliers (Fon-n E-4).
Final SummaKy Pia vrqent Roort.— Upon completion of the Project, or within ten (10) days after receipt of final
payment from the City, whichever is later, Woodmont shall provide the Housing Department with a Prime
Contractor's/Consultant's, Final Summary Payment Report to reflect the total participation from ALL
subcontractors/suppliers utilized on the Project(Form E-5).
TDHCA Certificate of Completion. Within thirty(30) days of completion of the construction of Project, a duly
authorized agent of Woodmont must provide the City with a copy of the TDHC'A HOME Investment Partnerships
I ..
Program Certificate of Compietion report.
Annual Owner's CoMp,liance Report. Each year during the Aflo rdability Period, Woodmont will provide the City a
copy of the TDHCA.Annual O rne:r's Cqmp[iance Report , Parts A, B, C., and no later than March I" of year
following the reporting year.
Rent Rolls and Lease Forms. Annually during the Affordability Period, Woodmont shall provide the City with
copies of rent rolls and copies of the lease forms used.
HOME Funds - Exhibits
"weed cent Apartments, Ltd. Page 8
corm E"
PROJECT PROGRESS REPORT
FRO TOG
`lease provide ire or ation ': �rojec construction posses, the percent of construction completion, anticipated
construction completion date,e, and- construction problems encountered and solutions proposed.
I. ACCOMPLISHMENTS.
110 ADDITIONAL COMMENTS REGARDING ACCOMPLISHMENTS THIS MONTH:
Ill, PROBLEMS ENCOUNTERED AND SOLUTION RO O EDO
V ANTICIPATED ACTIVITIES DURING NEXT MONTH*
HOME Funds - Exhibits
Woodmont Apartments, Ltd. Page 9
A 42
10
I III
utM
yy
bw
to
CLI
"P-.g
II
to
ry
Qu.
?SOS
10
too
r 1�
4 Z,
X
7:1
CO
cd
Form E-3
HOME Match Reporting Form
For Su wrec p ent HDO Agencies
City of Fort Worth Housing and Economic Development Department
Agency Name
Contract No.
Month Ending Page of
'Prepared By- Date
H' ME Match Contribution, by Housing Unit Address. T his Cumulative
A i
Descri pton & Source* Month Total
Cash
First Presbyterian Church do,na, ttors, 1940 Spring St. 101 000 30,000
In-Kind • Materials, A ppiiances, ete;
I A T.
Example.- Whiripoot Appliances, 1,950 1952, & 191� S p rin St. 7,000 12 00
g
In-Kind, Value of Professional Services Donated
Example.• XYZ Arc hitects, discounted services, 10 site plans (see $1000
address on attached letter)
In-Kind Value of Volunteer Hours
Example: March volunteer hoursfior 1950,1 1952' & 19,65 Spring St. $3000
(See attached volunteer Log)_
Governmentako Fee Waivers/Tax Abatements/rand, Purchase
Example.-, Reduced ice purchase of cit d vacant lots,,
1234p 1236, 1238, 1240 Greer fie Way $816010,
Exa le,.,• NEYBuilcUM Permit Fee, Waivers, Travis Ave. $150!0
Total, All Match Contributions
Copies f'supporting documentation should be attached.- Lettersfirom donors; Copi,-�s-oj'donor checks or invoices showing reduced
prices;copies of volunteer to with hours worked ky address,-copies of supplier invoices.for donated materials;copies oj*
documentation regardingfte waivers or tax abatements.
f-C,
HOME Funds - ExhibAS
Woodmont Apartinents, Ltd. Page 13
All
M
L
U.
J I CL
I
III;"
LU
"""
R
2 0.
a mow
om z
it
�
z 0
.■ w z
Id.
m
W
o
ow U.
z
01 U)
LU
EPM1
N W
H
001
Z
U 1-- 0.
Lu 0 a
uj
LL co
z
w Ex
(n LU
�I
w LU (D
c
i"i""
w w 0
LU ANILA W a)
-- ,
uj
a L
z
LL
W
Z CL
7t 01
LL
0 4 0 64 •
c
4 > 0
all 0 -W
. .•.a
0 ca. w ---
' a.
> w ^w a C W
a) 0) (n
X CL
I
co
b3l.L
co I
z
AMA 01
u -= z.
ce
0 CL
Arm w LL.
u w
z UJ
UJ W CL '
I x*=
" w 7 i5
z z 0 z c M
...
Z
0 � w
a, u +r► �„
�s
0.
F
Z
M)
z LU
0 >0 14CL
CL Iwo
.J Z
0
z
z
o m
INNNNINN, UL 0
z
0 LL 0
0 z
w um z 0 z
.J um) 0 cl M:t uj
1 01 CL
III'Wii
'.-
L UL C ui
w
0 LL Z5 CL
�_ LIJ
0 Z UL Z '
Z
�., ---LLJ�� < 0
z
...
0 n w u CL
� � z " LL#
Iwo CL 00) 0 Li- C) 0
LL F--
w o W
CL
01 (a �— gUj!
�-- ,
Z '
0 UU � � w w ui
W
3: W
C uj
� W
0 >= C)
z 0
w UL UL � W
(J CL � X � ui
0 < ui w
LU -�- < � �
� � Z � D
LL co .
0 3: L.L. �, co W 0'
0 z 'ZZ 0
rw �.
W W' -- "
0 � m
u�
,
LLJ Co
0 ��"
M
CL
U. z Z ""� < w
mom oft �* 1(1) � F- (J) (:)a, z
z Z U. z z
ongm 2 00
LL w
�" ■ �"" W on C3 w co < C CL
0. J z �,
o
20 F460 mimommoo
2 L) x 0
z W6 a, W_ Lij Z
UJ _ 0 0
z z CE� F- U_
w g z 0 ti
co uj
0 ONE C3 z
Co c z
0 ) L
>_ —M � z �ULJ,;z
Cc 0 0 01 W Q_ E LL 0 Lul 0
0 o -C�
41'
MI&C Review Page I of 2
Official site the City of Fort'"earth,Texas
CITY COUNCIL AGENDA ORTWORTH
COUNCIL AC1111b,41-0 Approved on 5126/2009
DATE.: 5/26/2009 REFERENCE C-23550 LOG NAME: 17WOOlDMONTAPTS REV
0 —
N0405
CODE: C TYPE: NOW PU�BLIC No
CONSENT GI-
SUBJECT: Reallocate,City HOME Program,funds,, Approve a Subordinate Loan Not to Exceed
$1,500,000.00 to Woodmont APartments, Ltd., Utilizing City HOME Program Funds for
Woodmon,t Apartments and Authorize Contract for Project
0 1 N N 011 ....................... I _00.NOW W
RECOMMENDATP,N0
It is recommended that the City Council.-
1. Authorize the reallocation of City HOME Program funds for the construction of the Woodmont
Apartments;
2. Approve a subordinate loan to Woodmont Apartments, Ltd., for the project in an amount not to,exceed
$1,5 1,000.00 from the City of Fort Worth utilizing its HOME Program funds-,
3. Authorize the City Manager or his designee to execute a contract for the project with Woodmont
Apartments, Ltd., for a two year term beginning on the date of execution of the contract",
4. Authorize the extension or renewal of t ,lqnWac"t for up to six months if Woodmont Apartments, Ltd.
requests an extension and is not in default under the terms of the contract; and
5. Authorize the City, Manager or his designee to amend the contract if necessary to achieve project goals
provided that the amendment i's within the scope of the project and in compliance with applicable laws and
regulations, governing federal grant funds,
D
ISQUSSION.
Woodmont Apartments, Ltd., a Texas limited _"kh" larship oonsisting of NRP Woodmont Apartments, LLB,
and Wind Terrace, Inc., a nonprofit affiliate of the Fort Worth Housing Authority, has requested a
subordinate loan for an amount not to exceed $1,500,000.00 for the construction of Woodmont Apartments,
a 252-unit,affordable rentall' complex for families located at 10,29 Oak Grove Road and Southeast Loop 820,
Fort Worth, Tarrant County, Texas 76115. The project site consists of 14 acres as shown on the attached
exhibit. NRP Wo ►dmont Apartments, LLC, is,the general partner and NRP Contractors, LLC, is the
contractor. The 14 month estimated construction period is anticipated to begin June 2009, and be
completed in August 2010. The development will feature a children's learning center, a swimming pool, a
computer lab, a fitness center and other resident services.
Total project cost is $27,952,214.100 including the City's HOME funds. The loan of$1,500,000.00 from
HOME,funds contributes $5,952.00 towarOsfhe tot6l per unit cost of$110,921.00. The leverage ratio for
the HOME funds is 1 to 19 and will produQq-1A HOME-assisted units. The term of the contract is for two
years, the estimated time of construction df1'i4'prpje'ct, The term of the loan is 38 years,. The interest rate
willl: be 3 percent but no interest will ac cru6 during the construction and lease up phase of the
project. Interest will begin to accrue no Doter than the end of the first three years of the loan term. Principal
payments will begin in year 10 of the l'aan term. Both interest and principal payments will be made from
available cash flow. The HOME funds will be secured by a subordinate Deed of Trust,on the real
http,-,//apps.cfwnet.org/counc*l iew,.asp.
1 _packet/mc—rev' ?]D=1 1 468&counc11date=5/26/2009 7123/2009
o
M&C Review Page 2 of 2
property. Repayment,of principal and any accrued interest will, be due not later than 38 years from the date
of the contract between the Lender and Borrower. Other conditions of the contract include minority and
women owned business participation in accordance with City policy. In accord�ance with the HOME
regula�tions, 24 CSR Part 912 et se q., the purpose of this, project, is to benefit low and very-low income
citizens by providing them with affordable housingi.
Woodmiont Apartments, Ltd., has provided copies of project support letters from Rep. Lon Burnam,, the
Rainbow Housing Assistance Corporation, the Southland Terrace Neighborhood Association and 123
neighborhood, residents.
The site is located in COUNCIL DISTRI lo`�l
FISCAL INFORMATIONXERTIFICATIONN
The Financial Management Services Director certifies that upon approval of the above recommendations,
fuunds will be available in the current operating budgetp as appropriated, of the Grants Fund.
TO Fu nd/Accou nt/C enters FROM FunO/Acgoun enters
GR76 5391'x 0 005206133340 $358.657.35 GR76 539120 005206133:L30 $35846 .35
.._57_
GR76 539120 005206698340 $120,783.22 GR76 539120 005206698330 $120,783.22
GR76 539120 005206772340 $304,562.84 GR76 53,91210 52067 233 X304,562.84
G 7 539120 005206846340 14 57.26 GR76 5391 20 005206846330 i254 57.26
GR76 539120 005206930340 $421.535-00 GR76 5391 20 005206930,3301 $42 0-500
GR76 539120 00520600163401 $171,638.55 GlR76 539120 005206006,330 171 638.55
GR76 53 1201 00520,61813140 $246_196�34 GR76 539120 0052061 $24639,65.78
Submifted-for CitV Manager's Office by; i Thomas Higgins (6140)
Q
d9 ina 't''ng DepArtneat—H—eadz Jay Chaipa (61912)
Add:Wo_na1,jnj_o_r_rnAL1QP Con-tact: Charlie Price (7381)
Janet' Tie,ken (7550)
ATTACHMENTS
Woodmont� SftePlan.p
http://apps.cfvvnet.org/cotinc*I 91D=1 1468,&counclidate=5/26/2009, 7/23/2009
1 _packet/mc–review.asp.�