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CONTRACT N0. 6 ' _A
FIRST AMENDMENT TO CITY SECRETARY CONTRACT NO. 47757
WHEREAS,the City of Fort Worth("City") and North Texas Area Community Health Centers,
Inc. ("Developer")made and entered into City Secretary Contract No. 47757 (the "Contract");
WHEREAS, the Contract provided funding to Developer pursuant to a grant received by City
from the United States Department of Housing and Urban Development ("HUD") through the
Community Development Block Grant(CDBG)Program, Catalog of Federal Domestic Assistance No.
14.218;
WHEREAS, a national objective of the CDBG Program is to benefit low and moderate income
families in accordance with the CDBG Regulations at 24 CFR Parts 570.200 and 570.208;
WHEREAS,Developer is Tarrant County's only Federally Qualified Health Center and provides
comprehensive primary and preventative health services for primarily low and moderate income
children and adults in clinics that are located in service areas that are designated as Medically
Underserved Areas and Health Professional Shortage Areas:
WHEREAS, Developer proposes to use CDBG funds for an eligible project under the CDBG
Regulations whereby Developer will construct and operate a new community health center on the north
side of Fort Worth, which will also include office space for its staff and administrative operations;
WHEREAS, Developer proposes to use New Markets Tax Credits available under Section 45D
of the Internal Revenue Code of 1986, as amended (the "Code"), to provide a portion of the capital
financing of the project, and has received one or more letters of interest from Qualified Community
Development Entities (as defined in Section 45D of the Code) with respect to the commitment of an
allocation of these tax credits;
WHEREAS, the City agreed to loan Developer$300,000.00 of its CDBG Funds in the form of
a subordinate loan for a portion of costs of acquisition of property located at 4900 and 4920 Jacksboro
Highway(now known as 2332 Beverly Hills Drive) and development soft costs for the new community
health center; and
WHEREAS, City and Developer wish to amend the Contract to correct minor grammatical
errors,modify the insurance,delete the inapplicable audit provisions,and to update the notice provision;
NOW, THEREFORE, City and Developer hereby agree to amend the Contract as follows:
a. Section 8.7 is hereby amended to read:
"As applicable, the eligibility of costs incurred for performance rendered shall be
determined in accordance with 2 CFR Part 200.400 through 2 CFR Part 200.475,
regarding cost reasonableness and allocation."
OFFICIAL RECORD
b. Section 9.4.1 is hereby amended to read- Z 3 4 $ e 8 CITY SECRETARY
"Intentionally Deleted." Q R �� I T•WORTH, TX
a REG�\g 2p11
Final Amendment No. 1 to CSC 47757 ` p�Fo��'wN Rev. Copy 8/7/17
North Texas Area Community Health Centers,Inc. p ��(I > Page 1
_\ Northside Community Health Center
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C. Section 14.11.1 E is hereby amended to read:
"E. The contractor will certify that any vacant employment positions, including training
positions that are filled: (1) after the contractor is selected but before the contract is
executed, and (2) with persons other than those to whom the regulations of 24 CFR
Part 135 require employment opportunities to be directed, were not filled to
circumvent the contractor's obligations under 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 Part 135."
d. Section 14.15.3 is hereby amended to read:
"In order to comply with Federal reporting requirements, Developer must submit the
form attached hereto as Exhibit "L" — MBE Reporting Form for each contract or
subcontract with a value of$10,000.00 or more paid or to be paid with the CDBG Funds.
Developer shall submit this form annually by the date specified in Exhibit "L"—MBE
Reporting Form."
e. Section 17 is hereby amended to remove the $2,000,000 Aggregate requirement and the
"Any Auto" endorsement from the Business Automobile Liability Insurance.
f. Section 20 is hereby amended to replace Dr. Elizabeth Trevino as a contact for Notices
for Developer with Chief Executive Officer.
g. Exhibit"D" is hereby amended to read:
"Not Applicable."
h. The Exhibit List attached to the Contract is hereby deleted and the document attached to
this Amendment as "Exhibit List—Revised 07/2017" is incorporated into the Contract
as if copied in full.
i. This amendment is effective as of the Effective Date of the Contract.
II.
All terms and conditions of the Contract not amended herein remain unaffected and in full force
and effect, are binding on the Parties and are hereby ratified by the Parties. Terms not specifically
defined herein shall have the same meaning as in the Contract.
ACCEPTED AND AGREED:
NORTH TEXAS AREA COMMUNITY CITY OF FORT WORTH
HEALTH CENTERS, INC.
By: By
Je Py on Fernando Costa,
Auth ' ed Representative Assistant City Manager
Final Amendment No. 1 to CSC 47757 Rev. Copy 8/7/17
North Texas Area Community Health Centers,Inc. Page 2
Northside Community Health Center
Contract Compliance Manager: APPRO AS TO FORM AND LEGALITY:
By signing I acknowledge that I am
the person responsible for the monitoring
and administration of this contract, including
ensuring all performance and reporting Jessica S svang
require ents. Assistan ity Attorney
Avis Chaffs
Housing Development and Grants Manager
Date
ATTEST: F R T
, .�o
U :_
M ry Kay` yt
City SecretaryXAS'
M&C: C-27585 Date 1/12/16
M&C: C-27731 Date 5/24/16
Form 1295 Certification: 2016-1159
rOIFIFICIAL RECONECI�II TARY
ARTH, TX
Final Amendment No. 1 to CSC 47757 Rev. Copy 8/7/17
North Texas Area Community Health Centers, Inc. Page 3
Northside Community Health Center
Exhibit List—Revised 07/2017
EXHIBITS:
Exhibit "A"—Project Summary and Scope of Work
Exhibit "A-1"—2016 HUD Income Limits
Exhibit "A-2" —Environmental Mitigation Action
Exhibit "B"—Budget
Exhibit"C" —Construction and Reimbursement Schedule
Exhibit "D"—Not Applicable
Exhibit "E"—Loan Documents
Exhibit "F"—Reimbursement Forms
Exhibit "G"—Documentation of CDBG Requirements
Exhibit "H" —Federal Labor Standards Provisions - Davis-Bacon Requirements
Exhibit "I"—Section 3 Reporting Forms
Exhibit "J" —Standards for Complete Documentation
Exhibit "K" - Services Performed
Exhibit "L" —MBE Reporting Form (HUD2516)
Exhibit"M"—Report of Program Income
Exhibit "N"—HIPAA Requirements
Final Amendment No. 1 to CSC 47757 Rev. Copy 8/7/17
North Texas Area Community Health Centers,Inc. Page 4
Northside Community Health Center
M&C Review Page 1 of 3
Official site of the City of Fort Worth,Texas
ITY COUNCIL AGENDA FoRTI'VORT111
COUNCIL ACTION: Approved on 1/12/2016
REFERENCE ** 19NS
DATE: 1/12/2016 NO.: C-27585 LOG NAME: CDBG_NORTHSIDECLINIC
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Change in Use and Expenditure in the Amount of$300,000.00 in Community
Development Block Grant Funds to North Texas Area Community Health Centers, Inc., in
the Form of a Subordinate Forgivable Loan for the Northside Community Health Center to
be Located at 4900 and 4920 Jacksboro Highway, Authorize Execution of Contract and a
Substantial Amendment to the City's 2011-2012 Action Plan (COUNCIL DISTRICT 2)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize a Substantial Amendment to the City's 2011-12 Action Plan;
2. Authorize a change in use and expenditure in the amount of$300,000.00 in Community
Development Block Grant funds to North Texas Area Community Health Centers, Inc., in the form of
a subordinate forgivable loan for the new Northside Community Health Center to be located at 4900
and 4920 Jacksboro Highway;
3. Authorize the City Manager or his designee to execute a contract and any related documents with
North Texas Area Community Health Centers, Inc., for a two-year term beginning on the date of
execution;
4. Authorize the City Manager or his designee to extend the contract term for an additional one-year
term if North Texas Area Community Health Centers, Inc., requests an extension and such extension
is necessary for completion of the project; and
5. Authorize the City Manager or his designee to amend the contract, if necessary, to achieve project
goals provided that the amendment is within the scope of the project and in compliance with City
policies and applicable laws and regulations governing the use of federal grant funds.
DISCUSSION:
North Texas Area Community Health Centers, Inc. (NTACHC), proposes building a new Northside
Community Health Center to meet increased community need because its current location on North
Main Street in the Vinnedge Building is at capacity. The first phase of the project consists of land
acquisition and the new construction of an approximately 30,650 square-foot health center, including
office space for NTACHC office staff as well as 155 parking spaces. The new health center will offer
a wide range of services, such as primary health care, pediatric care, integrated mental health,
comprehensive dental, pharmacy, medication management, vision, patient education and health
promotion. At full operational capacity, the proposed health center will house 15 full time providers
who will serve an estimated 24,000 unduplicated patients resulting in an estimated 60,000 patient
visits per year. NTACHC plans to construct a wellness facility adjacent to the new health care center
for the second phase that will contain a health education room, community kitchen and exercise
areas.
The budget for both phases of the project is approximately $17,000,000.00. NTACHC has received
an allocation of approximately $5,000,000.00 in New Market Tax Credits and will apply for a
commercial loan of$5,000,000.00 for the first phase of the project. It has also started a capital
http://apps.cfwnet.org/council_packet/mc review.asp?ID=21756&councildate=1/12/2016 8/9/2017
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campaign to raise $4,500,000.00 for the first phase and expects to raise approximately
$7,000,000.00 in total for the project. Both the tax credits and the commercial loan are contingent
upon NTACHC having a successful capital campaign for the first phase of the project in cash and
pledges.
CDBG Contract and Loan
The City will enter into a contract with NTACHC for$300,000.00 of City CDBG grant funds in the form
of a subordinate forgivable loan.
Staff recommends the following contract and loan terms:
1. Contract term of two years commencing on the date of execution with one one-year
extension;
2. CDBG funds will be used for a portion of the predevelopment soft costs and acquisition costs
for
the land for the health center;
3. The health center must be operational by spring of 2018 and operate for five years;
4. The health center must serve at least 8,000 unduplicated patients annually;
5. Fifty-one percent of the patients served must have incomes at or below 80 percent of Area
Median Income as set by the United States Department of Housing and Urban Development
(HUD);
6. NTACHC will use its best efforts to create at least 15 jobs by year five of operation of the
health
center;
7. Loan term will be five years commencing on the date the health center gets its final
Certificate of
Occupancy;
8. Performance of the loan, the CDBG requirements and contract terms will be secured by a
deed
of trust; and
9. Loan will be deferred and forgiven at the end of the five-year term provided all CDBG
requirements and contract terms are met.
Expenditure of CDBG funds is conditioned upon the following:
1. Receipt of grant funds from HUD;
2. Satisfactory completion of an environmental review pursuant to 24 CFR Part 58;
3. Authorization to use grant funds from HUD;
4. Tax credit and commercial financing for the health center acceptable to City;
5. Successful capital campaign and award of New Market Tax Credits; and
6. Closing of tax credit and all other financing and contributions sufficient for completion of the
health center.
Staff recommends the change in use and expenditure of$300,000.00 of CDBG funds to NTACFC for
the project which will benefit moderate, low and very low-income citizens. The Action Plan funding
years selected may vary and be substituted in order to expend the oldest grant funds first. A public
comment period on the change in use of these CDBG funds was held from November 12, 2015 to
December 14, 2015. Any comments are maintained by the Neighborhood Services Department, in
accordance with federal regulations.
The project is located in COUNCIL DISTRICT 2, Mapsco 61 F.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that funds are available in the current operating
budget, as appropriated, of the Grants Fund.
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
210011 0190463 1 5330201 1 G00051 1 991918 1 1 1 $300,000.00
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FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
21001 0190463 5330201 000051 991999 $300,000.00
Submitted for City Manager's Office bv: Fernando Costa (6122)
Oriqinatinq Department Head: Aubrey Thagard (8187)
Additional Information Contact: Avis Chaisson (6342)
Bette Chapman (6125)
ATTACHMENTS
Form 1295 (19NSCDBG NORTHSIDE).pdf
Northside Comm Health Ctr Map.pdf
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Official site of the City of Fort Worth,Texas
ITY COUNCIL AGENDA FoRTIVOlT11
COUNCIL ACTION: Approved on 5/24/2016
DATE: 5/24/20161REOFERENCE,,C-27731 LOG NAME: 19NORTHSIDECLINICCONTRACTAMEND
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Amend Mayor and Council Communication C-27585 to Change the Terms of the
Community Development Block Grant Loan to North Texas Area Community Health
Centers, Inc., for the Northside Community Health Center to be Located at 4900 and
4920 Jacksboro Highway to Allow the City to Close on the CDBG Loan Prior to the
Closing of the Tax Credits (COUNCIL DISTRICT 2)
RECOMMENDATION:
It is recommended that the City Council amend Mayor and Council Communication C-27585 to
change the terms of the Community Development Block Grant loan to North Texas Area Community
Health Centers, Inc., for the Northside Community Health Center to be located at 4900 and 4920
Jacksboro Highway to allow the City to close on the CDBG loan prior to the closing of the tax credits.
DISCUSSION:
On January 12, 2016, the City Council approved a change in use and expenditure of$300,000.00 in
Community Development Block Grant (CDBG) funds to North Texas Area Community Health
Centers, Inc., in the form of a subordinate, forgivable loan for the Northside Community Health Center
(Health Center)to be located at 4900 and 4920 Jacksboro Highway (M&C C-27585).
The original conditions for expenditure of the CDBG funds approved by City Council required a
successful capital campaign and award of New Market Tax Credits. Among other things, it also
required the closing on the tax credits and all other financing and contributions sufficient for
completion of the Health Center. The Health Center was awarded tax credits; however, the closing of
the tax credits will not happen until later this year. This Mayor and Council Communication seeks to
modify the loan terms to allow the City to close on the CDBG loan prior to the closing of the tax
credits.
Staff has reviewed the current financing for the Health Center and recommends City Council approve
amending the loan terms to allow the CDBG funds to be used prior to closing on the tax credits. The
CDBG funds will be used for a portion of the land acquisition costs for the Health Center. Closing on
the land is expected to happen in the near future, several months before the closing on the tax
credits. Additionally, using the CDBG for acquisition costs allows the City to meet the federal CDBG
expenditure deadlines.
The project is located in COUNCIL DISTRICT 2, Mapsco 061 F.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current operating budget, as
appropriated, of the Grants Fund. This is a reimbursement grant.
TO
Fund Department Account Project I Program Activity Budget Reference#
ID ID Year (Chartfield 2) Amount
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FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID I I ID I I I Year Chartfield 2
210011 0190463 1 5330201 1 G00005 1 1 991999 1 $300,000.00
Submitted for City Manager's Office by: Fernando Costa (6122)
Originating Department Head: Aubrey Thagard (8187)
Additional Information Contact: Bette Chapman (6125)
Avis Chaisson (6342)
ATTACHMENTS
FORM 1295 (Northside Clinic).pdf
Northside Comm Health Ctr Map.pdf
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=22325&councildate=5/24/2016 8/9/2017
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
1 of 1
Complete Nos.1-4 and 6 if there are interested parties, OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties, CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2016-1159
North Texas Area Community Health Centers Inc.
Fort Worth,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 01/05/2016
being filed.
City of Fort Worth Date Acknowledged:
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the goods or services to be provided under the contract.
Northside Clinic
City will contract with North Texas Area Community Health Centers, Inc.for$300,000.00 of Community Development Block Grant
4 Nature of interest(check applicable)
Name of Interested Party City,State,Country(place of business)
Controlling Intermediary
Northside Community Health Centers Inc. Fort Worth,TX United States X
5 Check only if there is NO Interested Party.
6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct.
MICHELLE J HILBERT
My Commission Expires
June 5,2016
Signature of au orized agent of contracting business entity
AFFIX NOTARY STAMP/SEAL ABOVE
Sworn to and subscribed before me,by the said � �, this the day of ahs
201 to certify which,witness my hand and seal of office.
I VA
Signature of officer a 's ering oath Printed name of officer administering oath Title of officer administering oath
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