HomeMy WebLinkAboutContract 26708AMENDED AND RESTATED CONTRACT
THE STATE OF TEXAS
COUNTY OF TARRANT
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THIS amended and restated contract is made and entered into by and between the City of
Fort Worth ("City"), acting by and through Libby Watson, its duly authorized Assistant City
Manager, and the Mental Health Housing Development Coiporation, or ("Owner") acting by and
through David Fielding, its duly authorized President. Owner's business address is 1501 Merrimac
Circle, Suite 105, Fort Worth, Texas 76107.
WHEREAS, the City of Fort Worth has received grant monies from the United States
Department of Housing and Urban Development ("HIJD") through the Home Investment Partnership
("HOME") Program, created by the National Affordable Housing Act of 1990 ("NAHA"), with
which the City desires to promote activities that expand the supply of affordable housing and the
development of partnerships among the City, local goveinments, local lenders, private industry and
neighborhood-based nonprofit housing organizations; and
WHEREAS, Owner, a nonprofit corporation whose mission is to develop and manage safe,
decent, affordable housing for low-income persons with long-term mental illnesses; and
WHEREAS, the citizens of Fort Worth, the Community Development Council and the City
Council of Fort Worth have determined that the development of a multi-family apartment complex
located at 1350 East Seminary Drive, Fort Worth, Texas ("Properiy"), more particularly described on
Exhibit "A" attached hereto, wherein ninety-eight (98) units shall be Affordable Units, dwelling
units designated as provided herein and subject to this contract, is needed by low and moderate
income citizens of Fort Worth; and
WHEREAS, City and Owner entered into City S ecretary Contract No. 20174 dated March 2,
1994 (the "Original Contract"), and Owner now desires to sell the Property, and in connection with
such sale, certain provisions of the Original Contract must be modified and amended; and
WHEREAS, City and Owner desire to amend and restate the Original Contract in accardance
with the terms of this amended and restated contract, which shall supersede the Original Contract.
NOW, THEREFORE, THIS AGREEMENT FURTHER WITNESSETH:
That the parties covenant and agree as follows:
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1. Scope of Services
Owner shall own, develop and manage the Property as affordable housing for Low Income
Households, as determined by HUD, under the program name Spanish Gate Aparhnents
("Program"), for the term beginning on the date of execution, and ending April 1, 2011. The
Program will consist of 98 residential units which are similar in quality and type of construction and
amenities. All units in the Program shall be made available for lease by members of the general
public and the Owner shall not give preference in renting units in the Program to any particular class
or group of persons other than Low Incoine Households as provided herein. No preference in tenant
selection for the Program will be given to elderly or disabled persons or families.
Rents shall be in compliance with applicable HOME Program regulations (24 CFR 92.252).
Owner shall use the Proceeds to rehabilitate and maintain the Property as rental housing for a period
of ten (10) years.
2. Fundin
On or about March 2, the City made a forgivable loan in the amount of $561,495.00 (the
"Proceeds") to Owner. The loan will be forgiven by the City on April 1, 2011 if Owner complies
with all the terms of this agreement. If the Owner sells, transfers, assigns, or otherwise disposes of
its interest in the "Project" (the development and management of the Property by the Owner as
affordable housing for Low Income Households), prior to April l, 2011, the Owner shall require the
transferee of the Property to assume in writing the obligations of Owner under this contract, and shall
deliver a copy of such written assumption to the City. Upon such assumption, the transferor of the
Property shall be released from any obligations or liabilities of Owner hereunder which accrue after
the date of the transfer. The City and Owner agree that Owner has utilized all of the Proceeds for the
benefit of the Project.
3. Owner's Representations, Wairanties and Covenants
The Owner represents, wanants, covenants and agrees as follows:
The Owner shall maintain the property as rental housing for a period of ten (10) years. The
Owner shall own, develop and manage the Project as affordable housing for Low Income
Households.
The Owner must comply with proj ect requirements as enumerated in 24 CFR 92 Subpart F,
as applicable in accordance with the type of project assisted.
Ninety-eight (98) apartments shall be designated Affordable Units, subject to the terms of
this contract.
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None of the units in the Project shall at any time be used on a transient basis, and neither the
Property nor any portion thereof shall ever by used as a hotel, motel, dormitory, fraternity house,
sorority house, rooming house, hospital, nursing home, sanitarium, rest home or trailer park or court.
Affordable Units shall not be leased, subleased or occupied on a rental basis, except in
compliance with the following restrictions:
A. The household income of the tenants may be no higher than Low Income, as determined by
HUD, on the date of first occupancy of the Affordable Unit by such household;
B. The tenants must occupy the Affordable Units as their primary address;
C. The monthly rent must meet the affordability requirements of 24 CFR 92.252 of the HOME
Investment Partnership Program, as applicable. Failure to meet the affordability
requirements for the contract term will require repayment of HOME funds to the City.
D. If the Owner is receiving rental payments pursuant to the HOME Investment Partnership
Program, as applicable, with respect to any of the Affordable Units, then as to such units, the
rent increase shall be determined accarding to regulations imposed by such programs.
The project shall consist of the following numbers of Affordable Units for Low Income
Households:
Number of bedrooms Number of Units
lbedroom ....................... 20
2 bedrooms . . . . . . . . . . . . . . . . . . . . . . 59
3 bedrooms . . . . . . . . . . . . . . . . . . . . . . 19
The Owner shall not convert any units in the project to condominium ownership or to any
form of cooperative ownership that is not eligible to receive HOME funds from HUD. The Owner
shall not discriminate against prospective tenants on the basis: of their receipt of, or eligibility for,
housing assistance under any federal, state, or local housing assistance program; that they have a
minor child or children who will be residing with them; or of familiar status.
The Property must meet local codes, ordinances, and zoning for the duration of the contract.
The Owner will take all responsibility for managing all asbestos containing material, and any other
hazardous or special waste, within the structures, identified or not, according to federal and state
laws.
Owner must adopt affirmative marlceting procedures and requirements for this proj ect. The
procedures and requirements must include methods for informing the public, and potential tenants
about fair housing laws and policies so as to ensure that all individuals, without regard for race,
creed, nationality or religion, are given an equal opportunity to participate in the program. In
addition, Owner must adopt a management plan for the Project, which plan will include staffing
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arrangements, a maintenance and repair program, security plan, rent collection plan and a tenant
selection plan..
Owner must record and maintain on file the information listed in `B�ibit B-Program Files."
4. Uniform Administrative Requirements and Cost Principles
A. Owner shall comply with all applicable Uniform Administrative requirements outlined in 24
CFR 92.505, including all applicable requirements of Office Management and Budget
(OMB) Circulars A-ll0, A-133 and A-122.
B. The allowability of costs incui7ed for performances rendered hereunder by Owner shall be
determined in accordance with OMB Circular A-122. City shall be liable to Owner only for
costs incurred or performances rendered for activities specified in 24 CFR 576.21 (a), (b) or
(c), any contrary provisions in this contract notwithstanding.
C. Recipients, subrecipients, contractors and/or subcontractors which are governmental entities
shall comply with the requirements and standards of OMB Circulars A-87, A-128 and with
24 CFR 85.
5. Record I�eeping
Owner will cooperate fully with City in monitoring Owner's compliance with this contract.
In this regard, Owner agrees to lceep records sufficient to document its compliance with all
applicable laws, regulations and contract terms, but in no event shall Owner be obligated to maintain
or produce records of any prior or subsequent owner of the Property or for any time period that
Owner does not own the Property. All records shall be retained for five (5) years following the date
of termination of this contract. Owner may destroy Program records at the end of this five (5) year
period if no outstanding audit finding exists. City, HUD and the United States Comptroller General,
or their representatives, shall have access to any boolcs, documents, records and papers relating to the
operations of Owner under this contract for the purpose of audit, examination, exception and
transcription at all reasonable hours at all offices of Owner. The City reserves the right to perform
an audit of Owner's operating statements submitted to the City in order to ensure Owner's
compliance with applicable federal regulations.
Tenant lists, applications, waiting lists, reports of activities conducted, records of services
provided on-site, and all other information relating to the project shall at all times be kept separate
and identifiable fiom any other business of the Owner which is unrelated to the project. All such
information shall be maintained, as required by the City, in a reasonable condition for proper audit,
and subject to examination during business hours by representatives of the City.
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All tenant leases shall be written, for a period of not less than six months and shall be in
conformity with all applicable laws, including without limitation all applicable ordinances of the
City of Fort Worth.
The Owner shall obtain and maintain on file the following information on each client
serviced by the program:
A. annual income and size of the household of which the client is a member;
B. ethnic group of the client, using one of the following five categories: White, not Hispanic;
Black, not Hispanic; Hispanic; Asian or Pacific Islander; American Indian or Alaslcan
Native;
C. whether the head of the client's household is male or female; and
D. additional statistical information as may be required by HUD regulations and any
amendments thereto.
Owner shall annually certify tenant income by requiring documentation such as a paychecic
stub or a copy of the tenant's W-2 form.
Additional documentation must be maintained on:
A. the rent levels for each unit; and
B. evidence that income targeting requirements are met.
The Owner shall obtain and maintain on file for the term of this contract a sworn statement
from each tenant occupying an Affordable Unit in the Project, signed by the tenant or tenants (i.e.,
each person whose name appears on lease). The statement shall contain clauses, inter alia, wherein
each tenant:
A. certifies the accuracy of the statements made concerning Annual Household Income, the
average of the adjusted gross income as defined in then-applicable provisions of the U. S.
Internal Revenue Code for all members of a household for the two preceding calendar years;
B. agrees that the Annual Household Income and other eligibility requirements shall be deemed
substantial and material obligations of the tenancy;
C. agrees to comply with all requests for information with respect thereto from the Owner, the
City, ar HUD: and
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D. agrees that failure to provide accurate information or refusal to comply with a request for
information shall be deemed a substantial violation of an obligation of the tenancy.
6. Reports and Audits
Owner agrees that it will take any and all actions required by the City to substantiate the
Owner's compliance with the requirements set forth in this contract. This includes, but is not limited
to preparing and submitting to the City annual operating Reports showing income and expenses on
the Project for the duration of the contract period, beginning with the second calendar quarter of
2001. The annual Reports shall include the infoimation listed in `Bxhibit C-Reports," which is
attached to and made a part of this contract, and any other information which HUD or the City may
reasonably request from the Owner in the future. Such reports and statements will be signed by a
duly authorized agent of Owner.
City reserves the right to perform an audit of Owner's program operations and finances at any
time during the term of this contract, if City determines that such audit is necessary and Owner
agrees to allow access to all pertinent materials as described above. If such audit reveals a
questioned practice or expenditure, such questions must be resolved within fifteen (15) days after
notice to Owner of such questioned practice or expenditure. If questions are not resolved within this
period, City reserves the right to exercise its remedies for a default by Owner hereunder pursuant to
Section 14 of this contract.
7. Applicable Laws
A. Federal
Owner agrees to comply with the following laws and the regulations issued thereunder as
they are currently written or are hereafter amended during the performance of this contract:
Title VI of Civil Rights Act of 1964 (42 USC 2000d et. seq.)
Title VIII of Civil Rights Act of 1968 (42 USC 3601 et. seq.)
The Age Discrimination Act of 1975 (42 USC 6101 et. seq.)
Section 504 of the Rehabilitation Act of 1973 (29 USC 794)
Immigration Reform and Control Act of 1986, specifically including the
provisions requiring employer verifications of legal worlcer status
of its employees
Housing and Community Development Act of 1987 (Pub. L. 100-242,
101 Stat. 1815, as amended)
The Americans with Disabilities Act of 1990 (42 USC 12101 et. seq.)
National Affordable Housing Act of 1990 (NAHA) and all regulations pertaining thereto.
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The City warrants and represents that it has no cui�ent actual knowledge of any existing
violation of any of the foregoing laws and regulations.
B. Clean Air Act; Clean Water Act; Environmental Protection Agency Acts and Regulations
This contract is subject to the requirements of Section 306 of the Clean Air Act, as amended
(42 USC 1857(h) et. seq.), Section 508 of the Clean Water Act (33 USC 1368), Water Pollution
Control Act, as amended (33 USC 1251 et. seq.) And the regulations of the Environmental
Protection Agency with respect thereto at 40 CFR, Part 15, as amended from time to time, and
Executive Order 11738 (42 USC 7606 nt.). In compliance with said regulations, Owner agrees and,
with respect to any nonexempt transaction, shall require each subcontractor to agree to the following
requirements:
(1) A stipulation that no facility to be utilized in the performance of nonexempt contract
or subcontract worlc is included on the List of Violating Facilities issued by the
Environmental Protection Agency (EPA) pursuant to 40 CFR 15.20;
(2) Compliance with all the requirements of Section 114 of the Clean Air Act, as
amended (42 USC 1857c-8), and Section 308 of the Federal Water Pollution Control
Act, as amended (33 USC 1318), relating to inspection, monitoring, entry, reports
and information, as well as all other requirements specified in said Section 114 and
Section 308 and all regulations and guidelines issued hereunder.
(3) A stipulation that, as a condition for the award of the contract, prompt notice will be
given of any notification received from the Director, Office of Federal Activities,
EPA, indicating that a facility utilized or to be utilized for the contract is under
consideration to be listed on the EPA Listing of Violating Facilities.
(4) Agreement by Owner that it will include or cause to be included the criteria and
requirements in Paragraphs (a) through (d) of this section in every nonexempt
subcontract, requiring that Owner will take such action as City may direct as a means
of enforcing such provisions.
In no event shall any amount of the assistance provided under this agreement be utilized with
respect to a facility wluch has given rise to a conviction under the Clean Air Act or the Clean Water
Act.
C. Other Laws
Owner covenants and agrees that its officers, members, agents, employees, program
participants and subcontractors shall abide by and comply with all other laws, federal, state and
local, relevant to the performance of this coiit�act, including all ordinances, rules and regula�ions of
the City of Fort Worth and NAHA, and all regulations pertaining thereto. Owner further promises
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and agrees that it has read, and is familiar with, terms and conditions of the HOME Program under
which funds are granted and that it will fully comply with same. It is agreed and understood that, if
City calls the attention of Owner to any such violations on the part of Owner or any of its officers,
members, agents, employees, program participants or subcontractors, then Owner shall immediately
desist from and correct such violation.
8. Prohibition Against Discrimination
A. Generally
Owner, in the execution, performance or attempted performance of this contract and
agreement will not discriminate against any person or persons because of sex, sexual orientation,
race, religion, color or national origin, nor will Owner permit its officers, members, agents,
employees, subcontractors or program participants to engage in such discrimination.
B. Employment
During the performance of this contract Owner agrees, and will require all of its
subcontractors to agree, as follows:
(1) Owner will not unlawfully discriminate against any employee or applicant for
employment because of race, color, religion, sex, sexual orientation or national
origin. Owner will talce affirmative action to ensure that applicants are employed and
that employees are treated fairly during employment without regard to their race,
color, religion, sex, sexual orientation or national origin. Such action shall include,
but not be limited to, the following: employment, upgrading, demotion or transfer,
recruitment or recruitment advertising, layoff or termination, rates of pay or other
forms of compensation, and selection for training, including apprenticeship. Owner
agrees to post in conspicuous places, available to employees and applicants for
employment, notices setting forth the provisions of this nondiscrimination clause.
(2) Owner will, in all solicitations or advertisements for employees placed by or on
behalf of Owner, state that all qualified applicants will receive consideration for
employment without regard to race, color, religion, sex, sexual orientation or national
origin.
C. Age
In accordance with the policy of the Executive Branch of the federal government, Owner
covenants that neither it nor any of its officers, members, agents, employees, program participants or
subcontractors, while engaged in performing this contract, shall, in connection with the employment,
advancement or discharge of employees or in connection with the terms, conditions or privileges of
their employment, discriminate against persons because of their age or because of any handicap,
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except on the basis of a bona fide occupational qualification, retirement plan or statutory
requirement.
Owner further covenants that neither it nor its officers, members, agents, employees,
subcontractors, program participants, or persons acting on their behalf, shall specify, in solicitations
or advertisements for employees to work on this contract, a maximum age limit for such employment
unless the specified maximum age limit is based upon a bona fide occupational qualification,
retirement plan or statutory requirement.
D. Disability
In accordance with the provisions of the Americans With Disabilities Act of 1990 ("ADA"),
Owner warrants that it and any and all of its subcontractors will not unlawfully discriminate on the
basis of disability in the provision of services to the general public, nor in the availability, terms
and/or conditions of employment for applicants for employment with, or employees of Owner or any
of any of its subcontractors. Owner wai7ants it will fully comply with ADA's provisions and any
other applicable federal, state and local laws concerning disability and will defend, indemnify and
hold City harmless against any claims or allegations asserted by third parties ar subcontractors
against City arising out of Owner's and/or its subcontractors' alleged failure to comply with the
above-referenced laws concerning disability discrimination in the perfoimance of this agreement.
E. City Ordinances
This contract is made and entered into with reference specifically to the ordinances codified
at Chapter 17, Article III, Division 3("Discrimination in Employment Practices"), of the City Code
of the City of Fort Worth, and Owner hereby covenants and agrees that Owner, its officers, members,
agents, employees and subcontractors, have fully complied with all provisions of same and that no
employee, applicant or program participant has been discriminated against by the teims of such
ordinances by either the Owner or its officers, members, agents, employees or subcontractors.
9. Prohibition Against Interest
No member, officer or employee of City or its designees or agents; no member of the
governing body of the locality in which the program is situated; and no other public official of such
locality or localities, who exercises any functions or responsibilities with respect to the program
funded hereunder during his tenure or for one year thereafter, shall have any interest, direct or
indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed hereunder.
Owner shall incorporate, or cause to be incorporated, lilce language prohibiting such interest in all
contracts and subcontracts hereunder.
No officer, employee, inember or program participant of Owner or its subcontractors shall
have a financial interest, direct or indirect, in this contract or the monies transferred hereunder or be
financially interested, directly or indirectly, in the sale to Owner of any land, materials, supplies or
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services purchased with any funds transferred hereunder, except on behalf of Owner, as an officer,
employee, member or program participant. Any willful violation of this paragraph with the
lcnowledge, expressed or implied, or Owner or its subcontractors shall render this contract voidable
by the City.
10. Assi m�
Owner may assign any or all of its rights or responsibilities under this contract without the
prior written approval of City, provided that Owner shall require the transferee or assignee of its
rights and responsibilities to assume in writing such rights and responsibilities of Owner under this
contract, and shall deliver a copy of such written assumption to the City. Upon such assumption, the
transferor or assignor shall be released from such rights and responsibilities of Owner hereunder
which accrue after the date of the transfer or assignment. If the Owner sells, transfers, assigns ar
otherwise disposes of its interest in the Project, Owner shall give City 14 days' notice of such sale,
transfer, or assignment.
11. Independent Contractor
Owner shall operate hereunder as an independent contractor and not as an officer, agent,
servant or employee of City. Owner shall have exclusive control of, and the exclusive right to
control, the details of the work and services performed hereunder, and all persons performing same.
And shall be solely responsible for the acts and omissions of its ofiicers, members, agents, servants,
employees, subcontractors, program participants, licensees or invitees. The doctrine of respondeat
superiar shall not apply as between City and Owner, its officers, members, agents, servants,
employees, subcontractors, program participants, licensees or invitees, and nothing herein shall be
consti-ued as creating a partnership or joint enterprise between City and Owner. It is expressly
understood and agreed that no officer, member, agent, employee, subcontractar, licensee or invitee
of the Owner, nor any program participant hereunder, 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 Owner, its officers,
members, agents, employees, subcontractors, program participants, licensees or invitees.
City shall in no way nor under any circumstances be responsible for any property belonging
to Owner, its officers, members, agents, employees, subcontractors, program participants, licensees
or invitees, which may be lost, stolen, destroyed or in any way damaged; and Owner hereby
indemnifies and hold harmless City and its officers, agents, and employees from and against any
and all claims or suits.
12. Waiver of Immunitv
If Owner, 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, Owner hereby expressly waives its rights to plead defensively such immunity or
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exemption as against City. This section shall not be construed to affect a governmental entity's
immunities under constitutional, statutory or common law.
13. Public Liabilitv insurance
Owner shall furnish a certificate of insurance as proof that it has secured and paid for policies
of public liability and automobile liability insurance covering all risks incident to or in connection
with the execution, performance, attempted perfonnance or nonperformance of this contract and
agreement.
The amount of such insurance shall not be less than the maximum liability which can be
imposed on City under the laws of the State of Texas. At present, such amounts shall be as follows:
Property damage, per occunence . . . . . . . . . . . . . .$1,000,000
Bodily injury or death, per person . . . . . . . . . . . . . . .$1,000,000
Bodily injury or death, per occurrence . . . . . . . . . . .$1,000,000
with the understanding and agreement by Owner that such insurance amounts shall be revised
upward at City's option and that Owner shall revise such amounts within thirty (30) days following
notice to Owner of such requirements.
Owner also covenants and agrees to furnish the City of Fort Worth with a certificate of
insurance as proof that it has obtained and paid for a policy of Workers' Compensation Insurance in
the amounts required by State law, covering any and all employees of contractor active in the
program funded under this contract; and Owner agrees to require its subcontractors to carry adequate
Worlcers' Compensation Insurance in the amounts required by State law.
Owner will submit to City documentation that it has obtained insurance coverage and has
executed bonds as required in this contract within thirty (30) days of the execution of this contract
and prior to payment of any monies hereunder.
14. Remedies
In the event of Owner's default, inability or faihu e to perform or to comply with any of the
terms herein, and the continuance of such default, inability or failure to perform for a period in
excess of fifteen (15) days after written notice thereof from the City, the City shall have the right to
declare the entire unpaid balance of the Proceeds iinmediately due and payable by the then current
Owner.
15. Certification Regarding Lobbying
The undersigned representative of Owner hereby certifies, to the best of his or her knowledge
and belief, that:
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1. No federal appropriated funds have been paid or will be paid, by or on behalf of Owner, 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 malcing of any federal grant, the malcing 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.
2. If any funds other than federally appropriated funds have been paid or will be paid to any
person for influencing or attempting to influence an officer or employee of any agency, a
member of Congress, an officer or employee of Congress, or an employee of a member of
Congress in connection with this federal contract, grant, loan or cooperative agreement,
Owner shall complete and submit Standard Form-LLL, "Disclosure Form to Report
Lobbying," in accordance with its instructions.
3. The Owner shall require that the language of this certification be included in all subcontracts
or agreements involving the expenditure of federal funds.
16. Covenants to Run With the Land
The Owner hereby subj ects the Proj ect to the agreements, covenants and restrictions set forth
in this contract and covenant. The City and the Owner hereby declare their express intent that the
agreements, covenants and restrictions set forth herein shall run with the land constituting the
Property and shall be binding upon the Owner and its successors and assigns (subject to provisions
of this contract regarding assumption and release of Owner's obligations upon transfer or
assignment), for the benefit of the City and its successors and assigns.
The Owner hereby agrees to include the covenants and restrictions contained in this contract
and covenant in any documents transferring any interest in the Proj ect to another person in order that
such transferee has notice of, and is bound by, such restrictions, and to obtain from a transferee the
agreement to be bound by and comply with the requirements set forth in this contract; provided,
however, that each and every contract, deed, mortgage or other instrument hereafter executed
covering or conveying the Project or any portion thereof or interest therein, including, without
limitation, any transfer of a beneficial interest in a land trust or a portion thereof, shall conclusively
be held to have been executed, delivered and accepted subject to such covenants and restrictions,
regardless of whether such covenants and restrictions are set forth therein.
17. Miscellaneous Provisions
The provisions of this contract are severable, and, if for any reason a clause, sentence,
paragraph or other part of this agreement shall be determined to be invalid by a court or federal or
state agency, board or commission having jurisdiction over the subject matter thereof, such invalidity
shall not affect other provisions which can be given effect without the invalid provision.
CONTRACT WITH CITYI
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The failure of the City to insist upon the perfoimance of any term or provision of this
agreement or to exercise any right herein conferred shall not be construed as a waiver or
relinquishment to any extent of the City's right to assert or rely upon any such term or right on any
future occasion.
Should any action, whether real or asserted, at law or in equity, arise out of the execution,
performance, attempted performance or nonperfoi�nance of this contract and agreement, venue for
said action shalllie in Tarrant County, Texas.
This written instrument and the exhibits attached hereto, which are incorporated by reference
and made a part of this contract for all puiposes, constitute the entire agreement between the parties
hereto concerning the worlc and seivices to be performed hereunder, and any prior or
contemporaneous, oral or written agreement which purports to vary from the tei�ns hereof shall be
void. Any amendments to the terms of this contract mttst be in writing and must be approved by
each party to this contract.
The City agrees that all of its rights, titles and interests under this contract are and shall
remain subordinate to the rights, titles and interests (including liens and security interests) of any
bona fide third party lender of Owner who advances funds to Owner in connection with the Property.
Upon written request of Owner, the City will confirm such subordination by the execution and
delivery of an agreement in a form reasonably required by Owner's lender.
IN WITNESS WHEREOF, the parties hereto have exec ted fo r copies of this contract in
Fort Worth, Tai�ant County, Texas, this � day of , 2001.
I:1
:
CITY OF �ORT WORTH
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By: ���'� , ,��i�i�r,,
Li�iby Watsoii
Assistant City Manager
n �, ��;��J,
eoa�z�et Au�harization
APPROVED AS TO FORM AND LEGALITY:
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BX �i ��-� � ��,`�Cl /�%��=r �� �
Assistant Cit� �ttorney �v
CONTRACT WITH CITY[
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Date
Mental Health Housing Development Corporation
By. � �
avid Fielding, Presid t
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THE STATE OF TEXAS
COUNTY OF T�,RRANT
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Libby Watson, known to me to be the person whose name is subscribed
to the foregoing instrument, and acicnowledged to me that the saine was the act of the City of Fort
Worth and that she executed the same as the act of said City of Fort Worth for the purposes and
consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this �l �L' day of �C- ' ,
A.D. 2001.
�'fp'�,�Y P�9��; ROSELLA BARNES -
( Nr�q� j*; NOTARY PUBIIC /����' ���.c. /� �/Lz'c�'--�`''
} /t'�1.•Q; State of Texas
.�,
'9'�'0��� comm. Ex 0 Nota Public in and for the State of Texas
p. 3-31-2005 rY
THE STATE OF TEXAS
COUNTY OF TARRANT
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared ,di� _�/, ��L�-�� lcnown to me to be the person whose
name is subscribed to the foregoing instrument, and acicno�oGledged to ine that the same was the act of
Mental Health Housing Development Coiporation and that he/she executed the same as the act of
said Mental Health Housing Development Coiporation for the purposes and consideration therein
expressed and in the capacity therein stated as its duly authorized officer or representative.
GIVEN iJNDER MY HAND AND SEAL OF OFFICE this �=aay of � ,
A.D. 2001.
� _������.--������-��
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a a� ib1Y �.C?A.�N,�{3f�'.3M �}(� ,f�S`�,i
��4��� ��i� �i � 2�'10"-, �, otaiy Public in and for the State of Texas
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EXHIBIT A- Legal Description of Property
All of Blocic 5, SYCAMORE CREEK ADDITION, to the City of Fort Woi-th, Tarrant County,
Texas, according to the plat recorded in Volume 388-51, Page 95, Plat Records of Tarrant County,
Texas.
I��y '�I �.I ( '',�( —
CONTRACT WITH CITYI — 14 — ;'�"`'�U J��:.^0�(�Li� U�s����;v�,!t�l
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EXHIBIT B—Program Files
The following items of information shall be recorded by the Owner and placed in the files
pertaining to the Project. These files shall be located on-site at the Property or at the Mental Health
Housing Development Coiporation's administrative office and shall be maintained for the length of
time specified in parentheses.
Records of all fair housing marketing efforts with respect to the leasing or re-leasing of all
Affordable Units, including copies of all advertisements placed by the Owner when
marketing Affordable Units. (18 months)
2. Copies of all information included in information packets provided to tenants. (3 years)
3. Copies of all correspondence with the City, social service providers, community groups, and
other entities involved with the Project. (7 years)
4. Tenant files, including: signed original of lease, tenant correspondence, and other tenant
communications. (7 years after termination of tenancy)
Tenant profiles for all Low Income Households, including the racial, ethnic, gender and
income-level characteristics of the tenants. This information shall be recorded for current
tenants within ninety (90) days after the necessary rehabilitation and reconstruction work has
been performed and the Proj ect complies with Section 8 Existing Housing Quality Standards.
This information shall be recorded for future tenants with sixty (60) days after move-in. (7
years after termination of tenancy)
CONTRACT WITH CITYl _ i s_ `�
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EXHIBIT C—Reports
The following items of infoimation shall be included in the Annual Reports prepared by the
Owner and submitted to the City, as applicable:
The racial, ethnic and gender characteristics of all applicants who actually look at units,
including the tenants who sign leases. This information applies only to the Affordable Units which
are not rented to Low Income Households with housing assistance provided by a Public Housing
Agency. This information shall be provided within ninety (90) days, for the previous calendar year.
CONTRACT WITH CITYI - 16 -
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City of Fort Wo�th, Texas
�11�A�or A1/d Caunc�l Can�fnun�cAt�an
DATE REFERENCE NUMBER LOG NAME PAGE
3/27/01 C-18523 05GATE 1 of 2
SUBJECT CONTRACT AMENDMENT WITH MENTAL HEALTH HOUSING DEVELOPMENT
CORPORATION
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to amend City Secretary Contract
No. 20174 with the Mental Health Housing Development Corporation to allow the assumption of a
HOME funded loan by the William C. Jennings Company.
DISCUSSION:
On December 14, 1993 (M&C C-14117), the City Council authorized the City to accept a contract for
sale from the Department of Housing and Urban Development (HUD) for the Spanish Gate Apartments.
The purchase price of the property was $1.00. This. Mayor and Council Communication (M&C)
approved the transfer of the property to the Mental Health Housing Development Corporation (MHHDC)
simultaneously at closing. Finally, this same M&C approved a contract with MHHDC for $466,451 in
federal HOME funds for rehabilitation of the property. The rehabilitation was completed in 1994. The
HOME funds were awarded in the form of a forgivable loan over 15 years.
The property contains 98 units and is located at 1350 East Seminary Drive. Since receiving the
property, MHHDC has provided affordable housing for very low and low-income families and
individuals, including persons with physical and/or mental disabilities. MHHDC also received project-
based Section Eight assistance from HUD for 68 of the units.
In December 1999, MHHDC met with the City and HUD officials to advise them that Spanish Gates had
a serious shortfall in rental income and that improvements needed to be made to the property. MHHDC
proposed that HUD find a way to waive the terms of the Section Eight contract that restricted rent
increases. A more generous increase in rents would allow MHHDC to improve cash flow for the project
and secure funds for improvements. However, because the property did not meet required Housing
Quality Standards, HUD eventually determined that it could not approve rent increases until the
property was improved. The estimated cost of improvements is about $600,000.
During the past year, staff has been working with MHHDC to identify options for improving the property
or finding a purchaser for the property. In December 2000, MHHDC, HUD and City staff began
discussions with the William C. Jennings Company regarding their purchasing the property. In the
interim, HUD notified MHHDC that the Section Eight contract would be canceled if the property was not
brought up to Housing Quality Standards by February 1, 2001. The William C. Jennings Company
completed their due diligence and have decided to purchase the property. However, because the
February 2001 deadline was not met, the Section Eight contract was canceled. The families living in
the Section Eight units have been given Section Eight vouchers and are now seeking other housing.
Upon completion of repairs, the William C. Jennings Company has indicated it will accept Section Eight
certificate and voucher holders.
C'iiy of'�'ort Wo�t�i, 7'exas
�11�A�or And Caunc�( a�n�nun�cAt�an
C
DATE REFERENCE NUMBER LOG NAME PAGE
3/27/01 C-18523 05GATE 2 of 2
SUBJECT CONTRACT AMENDMENT WITH MENTAL HEALTH HOUSING DEVELOPMENT
CORPORATION
The William C. Jennings Company is a Fort Worth company with renovation experience, financial
capability and local management. The company is a well-established real estate firm specializing in
commercial investment real estate properties. The company was founded more than thirty-five years
ago and has earned a reputation for honesty, integrity and results-oriented performance.
The current contract with MHHDC requires that upon sale of the property any outstanding balance on
the HOME loan be repaid to the City. There is also a HUD requirement, which takes precedence over
the City's loan, requiring that any proceeds from the sale of the property should be returned to HUD.
During negotiations among HUD, MHHDC, the William C. Jennings Company and the City, HUD has
agreed to forgive that requirement. The City has also been asked to allow its' loan to be assumed by
the William C. Jennings Company for a term of 10 years, after which time it would be forgiven. If,
during the 10-year term, the property ceases to be used as affordable housing, the entire loan amount
of $466,451 becomes due.
MHHDC has indicated that if the property is not sold, they will be forced to close it down. Should this
occur, the City will be required to reimburse HUD $466,451 out of non-federal funds because the
property will not have met the minimum requirements for use as affordable housing.
The Spanish Gate Apartments is located in COUNCIL DISTRICT 8.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that upon appr�val of the above recommendation, the property must meet
the minimum requirements for use as affordable housing in order to eliminate the potential liability of
$466,451. A Mayar and Council Communication will be prepared for City Council approval should it
become necessary to refund HUD the $466,451.
LW:k
Submitted for City Manager's
Office by:
Libby Watson
Originating Department Head:
Jerome Walker
Additional Information Contact:
Jerome Walker
FUND ACCOUNT CENTER
(to)
6183
7537 (from)
7537
ANiOUNT I CITY SECRETARY
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