HomeMy WebLinkAboutContract 42289-A4 CITY 4!FC9!TARY
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FOURTH AMENDMENT TO CITY SECRETARY CONTRACT NO. 42289
WHEREAS,the City of Fort Worth("City")and Tarrant County Housing Partnership,Inc.
("Developer") made and entered into City Secretary Contract No. 42289 (collectively with all
previous amendments,the "Original Contract")to complete the rehabilitation of a foreclosed 11
building apartment complex commonly known as the Beaty Street Apartments;
WHEREAS, the Original Contract provided funding to Developer pursuant to a grant
received by City from the United States Department of Housing and Urban Development or
"HUD"through the HOME Program, Catalog of Federal Domestic Assistance No. 14.239;
WHEREAS,the HOME regulations require that 15% of the City's HOME grant funds be
set aside for housing to be developed,sponsored or owned by a Community Housing Development
Organization or "CHDO"and Developer qualifies as a CHDO;
WHEREAS, City agreed to loan Developer$1,000,000.00 of its HOME CHDO set-aside
funds in the form of a subordinate loan to perform needed rehabilitation at the Beaty Street
Apartments, under the terms and conditions described in the Original Contract;
WHEREAS, City also agreed to loan the Developer $1,699,775.00 of its Neighborhood
Stabilization Program funds for acquisition of the property in the form of a 31 lien subordinate
loan for the project under the terms and conditions of City Secretary Contract No. 42290, and
Developer obtained a$530,000.00 line of credit from Wells Fargo Bank,National Association for
additional financing for the project;
WHEREAS,due to the age of the buildings as well as other unforeseen expenses including
asbestos and lead remediation,the rehabilitation costs exceeded the project budget by$195,000.00
so there was a gap in Developer's financing for the project;
WHEREAS, City identified $19,526.51 of HOME CHDO Reservation funds from 1998
that were available and City agreed to increase the HOME loan by that amount in the First
Amendment to the Original Contract in order to assist with the funding gap and to prevent the City
from losing the CHDO funds;
WHEREAS, City subsequently identified an additional $45,000.00 of 2006 HOME funds
and City agreed to further increase the HOME loan by that amount in the Second Amendment to
the Original Contract to further assist with the funding gap and to prevent the City from losing the
benefit of these funds;
WHEREAS,the total HOME loan after the First and Second Amendments to the Original
Contract was $1,064,526.51;
WHEREAS, a review of the project identified potential tenants deemed to be eligible for
relocation payments under the Uniform Relocation Act or"URA", and City Council approved an
HOME CHDO CONTRACT CSC No.42289 41 Amendment OFFICIAL RECORDRev. 11/28/2017
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Beaty Street Apartments CITY SECRETARY
FT.WORTH,TX
additional $265,000.00 of HOME Funds and an extension of the original 2-year contract term for
the project in order to meet URA requirements (M&C C-26586);
WHEREAS, City and Developer agreed in the Third Amendment to the Original Contract
to provide for a total HOME loan of$1,329,526.51 and an extended contract term of 6 years to
meet URA requirements;
WHEREAS, inspections of the project in 2016 revealed additional rehabilitation needs to
ensure that all units met HOME Property Standards and would be fully sustainable for the HUD-
required affordability period;
WHEREAS, Developer applied to City in 2016 for funds for the additional rehabilitation
needs, and City's Community Development Council recommended an additional $277,075.00 of
HOME funds be awarded to Developer for a portion of these additional costs;
WHEREAS,Developer subsequently performed a capital needs assessment on the project
and determined that a total of$1,252,838.68 was needed to complete the rehabilitation in order to
ensure the project's continued sustainability for the affordability period;
WHEREAS, the project serves very low income tenants and the low rents add to the
project's financial gap which in turn affects its long term financial viability;
WHEREAS, the City has identified $1,319,708.93 of HOME CHDO funds currently on
hand for a HOME CHDO project and has agreed to refinance the line of credit and the HOME
loan into a deferred forgivable interest free loan in order to increase the financial viability of the
project and to ensure its long term sustainability;
WHEREAS,the City amended its's 2013-2018 Consolidated Plan to add HOME Program
Refinancing Guidelines setting out the requirements for multifamily housing projects that may be
considered eligible for refinancing of private mortgage debt with the use of HOME funds;
WHEREAS,the new loan amount will be a total of$2,926,310.44;
WHEREAS,Developer has legally changed its name to Housing Channel, Inc.; and
WHEREAS, in order to facilitate the completion of the rehabilitation of the Beaty Street
Apartments and to assist City in meeting its HOME CHDO commitment and spending goals, City
and Developer have agreed to amend and restate the Original Contract and incorporate their
agreement as set forth below, which agreement shall substitute for and supersede the terms of the
Original Contract. City and Developer maybe referred to individually as a"Party"and jointly as
"the Parties".
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NOW THEREFORE, in consideration of the mutual agreements in the Original Contract
as amended and restated herein,and the further consideration of the mutual covenants,obligations,
and responsibilities contained in this Fourth Amendment herein, including all Exhibits and
Attachments, and subject to the terms and conditions hereinafter stated, City and Developer agree
that the following is substituted for and supersedes the Original Contract:
"This contract ("Contract") is made and entered into by and between the City of Fort
Worth (hereafter "City") and Housing Channel, Inc., (hereafter "Developer"), a Texas limited
partnership. City and Developer may be referred to individually as a "Party" and jointly as "the
Parties".
The Parties state as follows:
WHEREAS, City has received a grant from the United States Department of Housing and
Urban Development through the HOME Investment Partnerships Program, Catalog of Federal
Domestic Assistance No. 14.239, with which City desires to promote activities that expand the
supply of affordable housing and the development of partnerships among City,local governments,
local lenders,private industry and neighborhood-based nonprofit housing organizations;
WHEREAS, the primary purpose of the HOME program pursuant to the HOME
Investment Partnerships Act at Title II of the Cranston Gonzales National Affordable Housing Act
of 1990, as amended, 42 U.S.C. 12701 et seq. and the HOME Investment Partnerships Program
Final Rule,as amended, 24 CFR Part 92 et seq.,is to benefit low and moderate income individuals
and families by providing them with affordable housing;
WHEREAS,the Act requires a 15% set-aside of City's HOME funds for investment only
in housing to be developed, sponsored or owned by certain housing development entities that
qualify under the HOME Regulations as a Community Housing Development Organization or
"CHDO";
WHEREAS, Developer is a nonprofit corporation managed by a volunteer Board of
Directors and qualified as a CHDO according to HOME Regulations, and is working to increase
the number of quality, accessible, and affordable housing units available to low and moderate
income persons;
WHEREAS, Developer submitted a proposal to use HOME funds for an eligible project
under the HOME Regulations whereby Developer will rehabilitate and redevelop an existing
foreclosed multifamily rental project located in the 5500 block of Beaty Street in the City of Fort
Worth;
WHEREAS, City citizens and the City Council have determined that the development of
quality, accessible, affordable housing is needed for moderate, low, and very low-income City
citizens.
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NOW, THEREFORE, in consideration of the mutual covenants and obligations and
responsibilities contained herein, including all Exhibits and Attachments, and subject to the terms
and conditions hereinafter stated, the Parties understand and agree as follows:
1. INCORPORATION OF RECITALS.
City and Developer hereby agree that the recitals set forth above are true and correct and
form the basis upon which the Parties have entered into this Contract.
2. DEFINITIONS.
In addition to terms defined in the body of this Contract,the following terms shall have the
definitions ascribed to them as follows:
Accessible Units means units accessible to handicapped tenants. Developer must comply with all
applicable Federal accessibility requirements and agreed to provide the following:
The Required Improvements must contain 6 Accessible Units. Of these 6 units, 4 must be
accessible to individuals with mobility impairments, and the other 2 must be accessible to
individuals with visual or hearing impairments.
Act means the HOME Investment Partnerships Act at Title II of the Cranston Gonzales National
Affordable Housing Act of 1990, as amended, 42 U.S.C. 12701 et seq.
Affordable Rent means a rent amount that does not exceed the High HOME Rent Limit published
annually by HUD, with adjustment for the bedroom size of the housing unit as more particularly
described on Exhibit"A"—Project Summary.
Affordability Period means the period of time that HOME Units must be leased to HOME
Eligible Households for Affordable Rent.
The Affordability Period for this project is 15 years. The Affordability Period begins on
the date that the project status is changed to "complete"in IDIS.
Affordability Requirements means the HOME Units remain occupied by HOME Eligible
Households paying Affordable Rent throughout the Affordability Period in accordance with the
terms of this Contract and the HOME Regulations.
Area Median Income or AMI means the median family income for the Fort Worth-Arlington
metropolitan statistical area as set annually by HUD.
Business Diversity Enterprise Ordinance or BDE means the City's Business Diversity
Ordinance, Ordinance No. 20020-12-2011.
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Community Housing Development Organization or CHDO means, as defined in 24 CFR 92.2
as amended from time to time, a private non-profit organization,that:
(1) Is organized under State or local laws;
(2) Has no part of its net earnings inuring to the benefit of any member, founder,
contributor, or individual;
(3) Is neither controlled by, nor under the direction of, individuals or entities seeking to
derive profit or gain from the organization. A CHDO may be sponsored or created by
a for-profit entity, but:
(i) The for-profit entity may not be an entity whose primary purpose is the
development or management of housing,such as a builder,CHDO,or real estate
management firm;
(ii) The for-profit entity may not have the right to appoint more than one-third of
the membership of the organization's governing body, and board members
appointed by the for-profit entity may not appoint the remaining two-thirds of
the board members; and
(iii) The CHDO must be free to contract for goods and services from vendors of its
own choosing; and
(iv) The officers and employees of the for-profit entity may not be officers or
employees of the CHDO.
(4)Has a tax exemption ruling from the Internal Revenue Service under section 501(c) (3)
or(4) of the Internal Revenue Code of 1986 (26 CFR 1.501(c)(3)-1), is classified as a
subordinate of a central organization non-profit under section 905 of the Internal
Revenue Code of 1986, or if the private nonprofit organization is an wholly owned
entity that is disregarded as an entity separate from its owner for tax purposes (e.g., a
single member limited liability company that is wholly owned by an organization that
qualifies as tax-exempt), the owner organization has a tax exemption ruling from the
Internal Revenue Service under section 501(c)(3) or(4) of the Internal Revenue Code
of 1986 and meets the definition of a CHDO;
(5)Is not a governmental entity(including the participating jurisdiction, other jurisdiction,
Indian tribe, public housing authority, Indian housing authority, housing finance
agency, or redevelopment authority) and is not controlled by a governmental entity.
An organization that is created by a governmental entity may qualify as a CHDO;
however, the governmental entity may not have the right to appoint more than one-
third of the membership of the organization's governing body and no more than one-
third of the board members may be public officials or employees of the governmental
entity. Board members appointed by a governmental entity may not appoint the
remaining two-thirds of the board members. The officers or employees of a
governmental entity may not be officers or employees of a CHDO;
(6) Has standards of financial accountability that conform to 2 CFR Part 200 "Standards
for Financial Management Systems";
(7) Has among its purposes the provision of decent housing that is affordable to low-
income and moderate-income persons, as evidenced in its charter, articles of
incorporation,resolutions, or by laws;
(8)Maintains accountability to low-income community residents by:
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(i)Maintaining at least one-third of its governing board's membership for residents
of low-income neighborhoods, other low-income community residents, or
elected representative of low-income neighborhood organizations. For urban
areas, "community" may be a neighborhood or neighborhoods, city, county or
metropolitan area; for rural areas, it may be a neighborhood or neighborhoods,
town, village, county, or multi-county area(but not the entire State); and
(ii)Providing a formal process for low-income-program beneficiaries to advise the
organization in its decisions regarding the design, siting, development, and
management of affordable housing;
(9) Has a demonstrated capacity for carrying out activities assisted with HOME funds. A
designated organization undertaking development activities as a developer or sponsor
must satisfy this requirement by having paid employees with housing development
experience who will work on projects assisted with HOME funds. For its first year of
funding as a CHDO, an organization may satisfy this requirement through a contract
with a consultant who has housing development experience to train appropriate key
staff of the organization. An organization that will own housing must demonstrate
capacity to act as owner of a project and meet the requirements of§ 92.300(a)(2). A
nonprofit organization does not meet the test of demonstrated capacity based on any
person who is a volunteer or whose services are donated by another organization; and
(10) Has a history of serving the community within which housing to be assisted with
HOME funds is to be located. In general, an organization must be able to show one
year of serving the community before HOME funds are reserved for the organization.
However,a newly created organization formed by local churches,service organizations
or neighborhood organizations may meet this requirement by demonstrating that its
parent organization has at least a year of serving the community.
Complete Documentation means the following documentation as applicable:
1. Attachments I and II of Exhibit"F", with supporting documentation as follows:
a. Proof of expense: invoices, leases, service contracts or other documentation
showing the nature of the cost and that payment is due by Developer.
b. Proof of payment: cancelled checks, bank statements, or wire transfers necessary
to demonstrate that amounts due by Developer were actually paid by Developer.
2. Other documentation: (i) final lien releases signed by the general contractor or
subcontractors, if applicable; (ii) copies of all City permits and City-issued "pass"
inspections for such work; (iii) documentation to show compliance with BDE or DBE
bidding process for procurement or Contract activities, if applicable; (iv) proof of
contractor, subcontractor and vendor eligibility as described in Section 6.6; and (v) any
other documents or records reasonably necessary to verify costs spent for the project.
3. Complete Documentation shall meet the standards described in Exhibit "J"—Standards
for Complete Documentation.
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Completion means the substantial completion of the Required Improvements as evidenced by a
Neighborhood Services Department HOME property inspection report, HUD Compliance
Inspection Report and any other applicable final inspection approval from the City showing that
the Required Improvements have met City and HOME standards.
Completion Deadline means January 1, 2019.
DBE means disadvantaged business enterprise in accordance with 49 CFR Part 26.
Deed of Trust means any deed of trust from Developer in favor of City covering the Property and
securing the indebtedness evidenced therein and Developer's performance of the requirements of
this Contract and the of the HOME Regulations, as the same may be extended, amended,restated,
supplemented or otherwise modified. The form of the Deed of Trust is attached as Exhibit"E"—
Loan Documents.
Director means the Director of the City's Neighborhood Services Department.
Effective Date means the date of this Contract is fully executed by the Parties as shown by the
date written under their respective signatures.
High HOME Unit means a unit that must be leased to High HOME Eligible Tenant for High
HOME Rent. High HOME Units can float among units that are materially similar in number of
bedrooms, square footage, and amenities;however, if the units are not materially similar,then the
High HOME units must be fixed.
There are no High HOME Units in this project.
High HOME Eligible Tenant means (i) for a tenant who is the first to occupy a High HOME
Unit, a tenant whose annual income adjusted for family size does not exceed 60% of AMI, and
(ii) for a tenant who is not the first to occupy a High HOME Unit, a tenant whose annual income
adjusted for family size does not exceed 80% of AMI. Tenant income must be verified using the
most current HUD Income Guidelines and Technical Guidance for Determining Income and
Allowances subject to the income verification requirements of Section 7.2.
High HOME Rent means a rent amount that is the lesser of(i)the HUD-established Fair Market
Rent for existing comparable housing units in the area, or (ii) 30% of the adjusted income of a
family whose annual income equals 65% of AMI with adjustment for the bedroom size of the
housing unit. High Home Rent may not exceed the maximum rent limitations set by HUD minus
utility allowances as more particularly described in Section 7.5.4.
HOME means the HOME Investment Partnerships Program.
HOME Eligible Household means a household whose annual income adjusted for family size
does not exceed 80% of AMI using the most current HUD Income Guidelines and Technical
Guidance for Determining Income and Allowances. The definition of annual income to determine
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tenant income eligibility shall be the definition at 24 CFR Part 5.609, as amended from time to
time.
HOME Funds means the HOME Program grant funds supplied by City to Developer under the
terms of this Contract.
HOME Property Standards means the written standards set by the City for the physical condition
of affordable housing properties,including materials and methods of repair, in accordance with 24
CFR 92.251, as may be amended from time to time.
HOME Regulations means the HOME Investment Partnerships Program Final Rule at 24 CFR
Part 92 et seq.
HOME Unit means a housing unit subject to the HOME Regulations leased to a HOME Eligible
Household at Affordable Rent for the duration of the Affordability Period as further described in
Exhibit "A" — Project Summary. The HOME Units can be designated as either High and/or
Low HOME units. The HOME Units are floating.
This project contains 66 HOME Units. Of these HOME r f&s,_edear-ee,..,• nits,_
are:hw bedr-eels,e&e*&ee bedroom units and €el f h-edd-ee .
HUD means the United States Department of Housing and Urban Development.
IDIS means Integrated Disbursement Information System, HUD's project tracking system.
Loan means the HOME Funds provided to Developer by City under the terms of this Contract as
more particularly described in the Loan Documents.
Loan Documents means security instruments which Developer or any other party has executed
and delivered to City including without limitation,the City's Promissory Note and Deed of Trust,
or any other similar security instruments evidencing, securing or guaranteeing City's interest in
the Required Improvements constructed under this Contract and further evidencing, securing, or
guaranteeing Developer's performance of the Affordability Requirements during the Affordability
Period, as the same may from time to time be extended, amended, restated, supplemented or
otherwise modified.
Low HOME Eligible Tenant means a tenant whose annual income adjusted for family size does
not exceed 50% of AMI set by HUD. Tenant income must be verified using the most current
HUD Income Guidelines and Technical Guidance for Determining Income and Allowances subject
to Section 7.2 of this Contract.
Low HOME Rent means a rent amount that is no more than 30%of the annual income of a family
at 50% of AMI adjusted for family size. Low Home Rent may not exceed the maximum rent
limitations established by HUD minus utility allowances as more particularly described in Section
7.5.4.
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Low HOME Unit means a unit that must be leased to Low HOME Eligible Tenant for Low
HOME Rent. Low HOME Units can float among units that are materially similar in number of
bedrooms, square footage, and amenities;however, if the units are not materially similar,then the
Low HOME units must be fixed. If there are more than 5 HOME Units, then 20% of the total
HOME units must be designated as Low.
All HOME Units In this project will be designated as Low HOME Units.
Neighborhood Services Department means the City's Neighborhood Services Department.
Neighborhood Stabilization Program or NSP means the Neighborhood Stabilization Program,
Title III of Division B of the Housing and Economic Recovery Act of 2008, the primary purpose
of which was to aide in the redevelopment in the abandoned and foreclosed residential properties.
NSP Contract means City Secretary Contract No. 42290 between City and Developer for
$530,000.00 of NSP funds.
NSP Loan means the NSP funds provided to Developer by City under the terms of the NSP
Contract as more particularly described in the NSP loan documents.
Loan Documents means security instruments which Developer or any other parry has executed
and delivered to City including without limitation,the City's Promissory Note and Deed of Trust,
or any other similar security instruments evidencing, securing or guaranteeing City's interest in
the Required Improvements constructed under this Contract and further evidencing, securing, or
guaranteeing Developer's performance of the Affordability Requirements during the Affordability
Period, as the same may from time to time be extended, amended, restated, supplemented or
otherwise modified.
Plans means the plans and specifications related to the Required Improvements prepared by the
Developer's architect which have been delivered to and then reviewed and approved by City on or
before the Effective Date, and any and all amendments thereto approved by City.
Promissory Note means any note in the amount of the HOME Funds executed by Developer
payable to the order of City, as the same may be extended, amended, restated, supplemented or
otherwise modified. The form of the Promissory Note is attached as Exhibit "E" — Loan
Documents.
Property means the land on which the Required Improvements shall be constructed as more
particularly described in and encumbered by the Deed of Trust.
Required Improvements or the project means all the improvements for a 67-unit affordable
rental housing project located on the Property, together with all fixtures,tenant improvements and
appurtenances now or later to be located on the Property and/or in such improvements. The
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Required Improvements are commonly known as the Beaty Street Apartments. The street address
for the Project is 5529 Beaty Street, Fort Worth,Texas 76112.
Reimbursement Request means all reports and other documentation described in Section 10.
Seetion 504 requirements fneans the r-equir-effients of Seetion 504 of the Rehabilitation Aet of
197-3 te pEovide aeeessible heusing to per-sons with disabilities. Seetien 504 requires that 5
0
the units (bu4 not less than 1 tffiit) in a newly eeastmc4ed nwItifamily pr-ejeet must be aeeessible
to individuals iN4th mobility impairments, and an addi4ienal
0 ef the units (btA net less than 1
Tenant Documentation means any documentation allowed under the definition of annual income
in 24 CFR Part 5.609 sufficient to show that a tenant is a HOME Eligible Household.
Documentation may include but is not limited to copies of paychecks, Social Security and
disability verification letters, interest or rental income statements, retirement income statements,
child support and alimony verification,unemployment benefit letters,and the like for initial tenant
income eligibility verifications, and the tenant income verification required every 6t1 year of the
Affordability Period. Documentation for tenant income eligibility verifications for other than the
initial lease and the 6th year of the Affordability Period shall be a City-approved income self-
certification form.
3. TERM AND EXTENSION.
3.1 Term of Contract.
The term of this Contract commences on the Effective Date and terminates in 6 years unless
earlier terminated as provided in this Contract.
3.2 Extension of Contract.
This Contract may be extended for 2 one-year extensions upon Developer submitting a
request for an extension in writing at least 60 days prior to the end of the Contract term. The
request for extension shall include the reasons for the extension, and Developer's anticipated
budget,construction schedule and goals for the extended term. It is specifically understood that it
is within City's sole discretion whether to approve or deny Developer's request for an additional
term. Any such extension shall be in the form of an amendment to this Contract.
3.3 Term of Loan.
The term of the Loan shall commence on the date of the Promissory Note and ends on the
termination of the Affordability Period, so long as the terms and conditions of this Contract and
the Loan Documents have been met.
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4. DUTIES AND RESPONSIBILITIES OF CITY.
4.1 Provide HOME Funds.
City shall provide up to $2,926,310.44 of HOME Funds in the form of the Loan for the
refinancing of previous loans on the project and the cost of completing the rehabilitation of the
Required Improvements,under the terms and conditions of this Contract and the Loan Documents.
4.2 City Will Monitor.
City will monitor the activities and performance of Developer and any of its contractors,
subcontractors or vendors throughout the Affordability Period, but no less than annually as
required by 24 CFR Part 92.504.
5. DUTIES AND RESPONSIBILITIES OF DEVELOPER.
5.1 Construction of Required Improvements.
Developer shall complete the construction of the Required Improvements as described in
Exhibit"A"—Project Summary in accordance with the Plans, the requirements of Exhibit "A-
3" — Scope of Rehabilitation Activities, the schedule set forth in Exhibit "C" - Construction
and Reimbursement Schedule, and the terms and conditions of this Contract.
5.1.1 Written Cost Estimates, Construction Contracts and Construction
Documents.
Developer shall submit any written cost estimates, construction contracts and construction
documents (collectively, the "Construction Documents") to City to show the work to be
undertaken for the Required Improvements in sufficient detail that City can perform all required
inspections in accordance with 24 CFR Part 92.251 (a)(2)(iv). City shall review and approve
written cost estimates for the construction of the Required Improvements to determine that such
costs are reasonable prior to the commencement of construction. In the event City in its reasonable
discretion determines that such costs are unreasonable,Developer shall revise said costs estimates
to City's satisfaction.
5.2 Use of HOME Funds.
5.2.1 Costs in Compliance with HOME Regulations and Contract.
Developer shall be reimbursed for eligible project costs with HOME Funds only if City
determines in its sole discretion that:
5.2.1.1 Costs are eligible expenditures in accordance with the HOME
Regulations.
5.2.1.2 Costs are in compliance with this Contract and are reasonable and
consistent with industry norms.
5.2.1.3 Complete Documentation, as applicable, is submitted by Developer.
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5.2.2 Budget.
Developer agrees that the HOME Funds will be paid on a reimbursement basis in
accordance with Exhibit `B" - Budget and Exhibit "C" - Construction and Reimbursement
Schedule. Developer may increase or decrease line item amounts in the HOME Funds Budget
with the Director's prior written approval,which approval shall be in the Director's sole discretion.
Any such increase or decrease in line items in the Budget shall comply with Section 5.2.1,Exhibit
"A—Project Summary, and shall not increase the total amount of HOME Funds.
5.2.3 Change in Budget.
5.2.3.1 Developer will notify City promptly of any additional funds it receives
for construction of the project, and City reserves the right to amend this
Contract in such instances to ensure compliance with HUD regulations
governing cost allocation.
5.2.3.2 Developer agrees to utilize the HOME Funds to supplement rather than
supplant funds otherwise available for the project.
5.3 Payment of HOME Funds to Developer.
HOME Funds will be disbursed to Developer upon City's approval of Developer's
Reimbursement Requests, including submission of Complete Documentation to City in
compliance with Section 10. It is expressly agreed by the Parties that any HOME Funds not
reimbursed to Developer shall remain with City.
5.4 Identify Proiect Expenses Paid with HOME Funds.
Developer will keep accounts and records in such a manner that City may readily identify
and account for project expenses reimbursed with HOME Funds. These records shall be made
available to City for audit purposes and shall be retained as required hereunder.
5.5 Acknowledgement of City Payment of HOME Funds.
Within 90 days of Completion, Developer shall sign an acknowledgement that City has
paid all HOME Funds due under this Contract, or shall deliver a document executed by an officer
of Developer identifying all or any portion of the HOME Funds that City has not paid to Developer.
Once City has met all of its obligations for payment of HOME Funds hereunder, an officer of
Developer shall sign an acknowledgement of same.
5.6. Security for City's Interest and Developer's Performance.
To secure City's interest in the Required Improvements and the performance of
Developer's obligations hereunder, Developer shall execute the Loan Documents and record the
Deed of Trust encumbering the Property. No HOME Funds will be paid or reimbursed until the
Deed of Trust is recorded
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5.6.1 Loan Terms and Conditions.
Developer will be required to:
5.6.1.1 Execute and deliver the Promissory Note and Deed of Trust along with
any other Loan Documents required by City.
5.6.1.2 Provide City with a Mortgagee's Policy of title insurance in the amount
of the Loan.
5.6.1.3 Pay all costs associated with closing the Loan.
5.6.1.4 Provide City with an estimated settlement statement from the title
company at least 3 business days before closing.
5.6.1.5 City must approve in writing any secured financing for the project that
is to be subordinate to the Loan.
5.6.1.6 The term of the Loan shall be as specified in Section 3.3.
5.6.1.7 The Loan is a forgivable deferred payment loan. Repayment of the
HOME Funds will only be required if Developer does not meet the
Affordability Requirements during the Affordability Period, or
Developer does not otherwise comply with the terms of this Contract,
the NSP Contract,the NSP loan documents,the Loan Documents,or the
HOME Regulations.
5.6.1.8 INTENTIONALLY DELETED.
5.6.1.9 Early repayment of the Loan shall not relieve Developer of its
obligations under this Contract or the HOME Regulations including but
not limited to the Affordability Requirements and other HOME
requirements. The Deed of Trust shall secure both repayment of the
HOME Funds and performance by Developer of its obligations under
this Contract during the Affordability Period.
5.6.1.10 Any refinancing by Developer, or any subordinate financing other than
that approved herein or otherwise by City, shall require the review and
prior written approval of City for the purpose of ensuring compliance
with the underwriting and subsidy layering requirements of the HOME
Regulations, which approval shall not be unreasonably withheld,
conditioned or delayed.
5.6.1.11 Default under the NSP Contract or the NSP loan documents shall be
considered a default of the Loan, and a default of the Loan shall be
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considered a default under the NSP Contract or the NSP loan
documents.
5.6.1.12 Failure by Developer to comply with this Section 5.6.1 will be an
event of default under this Contract and the Loan Documents.
5.7 Maintain Affordability Requirements.
Developer shall ensure that the HOME Units shall be occupied by HOME Eligible
Households throughout the Affordability Period as required by the HOME Regulations. Developer
must notify the City in writing within 30 days of either of the following occurrences: (i) a HOME
Unit is occupied by a tenant who is not a HOME Eligible Household,or(ii)a HOME Unit remains
vacant for more than 90 days. In the event that a HOME Unit is occupied by a tenant who is not
a HOME Eligible Household, Developer shall have 30 days to determine if a market rate tenant
qualifies as a HOME Eligible Household or fill an empty market rate unit with a HOME Eligible
Household. If either(i) or(ii) takes place and is not cured within the time limits described in
this Section, then Developer shall pay to City 10% of the Loan amount as liquidated
damages. The Parties agree that City's actual damages in the event of either (i) or (ii)
happening and remaining uncured are uncertain and would be difficult to ascertain and may
include a finding by HUD, a repayment of funds to HUD by City or otherwise impact the
City's HOME grant or other federal grant funds. Therefore,the Parties agree that payment
under this Section of 10% of the Loan amount by Developer to City is liquidated damages
and not a penalty.
5.8 Affordability Requirements Survive Transfer.
The HOME Units must remain affordable without regard to the term of any mortgage or
transfer of ownership,pursuant to the terms of the Loan Documents,any deed restrictions or other
mechanism provided by HUD. Any sale or transfer of the project during the Affordability Period,
excluding a transfer due to condemnation or to obtain utility services,may at City's sole discretion
require the repayment of the HOME Funds unless the new owner or transferee affirmatively
assumes in writing the obligations established hereunder for the HOME Units for whatever time
remains of the Affordability Period. Failure of the new owner or transferee to promptly assume
all of Developer's obligations under this Contract and the Loan Documents will result in
immediate termination of this Contract and any HOME Funds already paid to Developer must be
repaid to City within 30 days of such termination. In addition,City may pursue any of its remedies
under the Loan documents if the new owner or transferee fails to assume Developer's obligations
to maintain the Affordability Requirements throughout the Affordability Period.
6. CONSTRUCTION.
6.1. Construction Schedule.
Developer will construct the Required Improvements in accordance with the schedule set
forth in the attached Exhibit "C" — Construction and Reimbursement Schedule. Developer
shall not begin construction until City sends a Notice to Proceed. Developer's failure to meet the
Construction Schedule (as it may be modified in accordance with Section 14.19) or the
Completion Deadline shall be an event of default. Subject to Section 14.19, Developer may not
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change the Construction Schedule without the Director's prior written approval,which approval
shall be in the Director's reasonable discretion.
6.1.1 Construction Inspections.
City will conduct progress and final inspections of construction of the project to ensure that
the work is done in accordance with the applicable building codes and the Construction
Documents. The construction of the project must pass a Neighborhood Services Department
HOME property inspection report,a HUD Compliance Inspection Report and any other applicable
HUD-required inspections during the construction period, along with any applicable final
inspection approval from the City building inspectors at the completion of the construction of the
project.
6.2 Applicable Laws,Building Codes and Ordinances_.
The Plans and construction for the Required Improvements shall (i) conform to all applicable
Federal, state, City and other local laws, ordinances, codes, rules and regulations, including the
HOME Regulations; (ii)meet all City building codes; (iii)meet the Energy Conservation
requirements as required by the State of Texas in Chapter 11 of the International Residential
Code; (iv) if new construction,must conform to the Model Energy Code published by the
Council of American Building Officials; and(v)must pass a HUD Compliance Inspection
Report and inspection by City's Neighborhood Services Department inspectors.
6.3 Property Standards During Construction.
Developer shall comply with the following as applicable during the construction of the
Required Improvements: (i) the HOME Property Standards in 24 CFR Part 92.251(b), (ii)
accessibility standards under the HOME Property Standards,(iii)any City property standards,(iv)
the Neighborhood Services Department HOME property inspection report and (v) all other
applicable accessibility standards for the project.
6.4 Lead-Based Paint Requirements.
Developer will comply with any applicable Federal lead-based paint requirements
including lead screening in buildings built prior to 1978 in accordance with 24 CFR Part 92.355
and 24 CFR Part 35,subparts A,B,J,K,M,and R, and the Lead: Renovation,Repair and Painting
Program Final Rule, 40 CFR Part 745, in the construction and/or rehabilitation of the Required
Improvements.
6.5 Approval of Plans and Specifications by City Not Release of Responsibility.
Approval of the Plans by City shall not constitute or be deemed (i) to be a release of the
responsibility or liability of Developer or any of its contractors or subcontractors, or their
respective officers, agents, employees and lower tier subcontractors, for the accuracy or the
competency of the Plans or the Construction Documents, including,but not limited to,any related
investigations, surveys, designs, working drawings and specifications or other documents; or (ii)
an assumption of any responsibility or liability by City for any negligent act, error or omission in
the conduct or preparation of any investigation, surveys, designs, working drawings and
specifications or other documents by Developer or any of its architects, contractors or
subcontractors, and their respective officers, agents, employees and lower tier subcontractors.
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6.6 Contractor, Subcontractor and Vendor Requirements.
Developer will use commercially reasonable efforts to ensure that all contractors or
vendors utilized by Developer or subcontractors utilized by Developer's general contractor are
appropriately licensed and such licenses are maintained throughout the construction of the
Required Improvements and the operation of the project when applicable. Developer shall ensure
that all contractors utilized by Developer, subcontractors utilized by Developer's general
contractor in the construction of the Required Improvements, or vendors utilized by Developer in
the operation of the project are not debarred or suspended from performing the contractor's,
subcontractor's or vendor's work by the City, the State of Texas, or the Federal government. For
purposes of this Contract, the term "vendors" does not include suppliers or materialmen.
Developer acknowledges that 2 CFR Part 200 forbids Developer from hiring or continuing
to employ any contractor, subcontractor or vendor that is listed on the Federal System for
Award Management,www.sam.gov("SAM"). Developer must confirm by search of SAM that
all contractors, subcontractors or vendors are not listed by SAM as being debarred, both prior to
hiring and prior to submitting a Reimbursement Request which includes invoices from any such
contractor, subcontractor, or vendor. Failure to submit such proofs of search shall be an event
of default. In the event that City determines that any contractor,subcontractor or vendor has been
debarred,suspended,or is not properly licensed,Developer or Developer's general contractor shall
immediately cause such contractor, subcontractor or vendor to immediately stop work on the
project and Developer shall not be reimbursed for any work performed by such contractor,
subcontractor or vendor. However, this Section should not be construed to be an assumption of
any responsibility or liability by City for the determination of the legitimacy, quality, ability, or
good standing of any contractor, subcontractor or vendor. Developer acknowledges that the
provisions of this Section pertaining to the SAM shall survive the termination of this
Contract and be applicable for the length of the Affordability Period.
6.7. Furnish Complete Set of"As Built"Plans.
Developer shall furnish City a complete set of"as built"or marked-up plans for the project
at completion of construction after all final approvals have been obtained.
6.8 Broadband Infrastructure Requirements.
If applicable, in compliance with the requirements of 24 CFR Part 5.100, Developer shall
provide for the installation broadband infrastructure,to include cables,fiber optics,wiring,or other
permanent infrastructure, including wireless infrastructure, that is capable of providing access to
Internet connections in individual housing units, and that meets the definition of "advanced
telecommunications capability" determined by the Federal Communications Commission under
section 706 of the Telecommunications Act of 1996 (47 U.S.C. 1302).
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7. TENANT AND LEASE REQUIRMENTS; PROPERTY STANDARDS DURING
AFFORDABILITY PERIOD.
7.1 Income Eligibility.
Developer must use the definition of annual income used by 24 CFR 5.609 to establish
tenant income eligibility. Developer shall use the most current HUD Income Guidelines.
Developer shall maintain Tenant Documentation sufficient to show that the HOME Units are
occupied by HOME Eligible Households. This Section shall survive the earlier termination or
expiration of this Contract and be applicable for the length of the Affordability Period.
7.2 Income Verification.
7.2.1 Developer must verify that all tenants of HOME Units are HOME Eligible
Households with full Tenant Documentation at the time the initial lease for a HOME Unit is
executed. Tenants must certify the number of people in tenant's household along with such
person's names and ages. Developer shall obtain financial information on all members of a
tenant's household.
7.2.2 Developer must verify the income of the tenants of the HOME Units annually after
the initial lease is executed, but may use a City-approved tenant self-certification form as Tenant
Documentation. Notwithstanding the foregoing, Developer must verify the income eligibility
of all HOME Eligible Households with full Tenant Documentation every 6th year of the
Affordability Period.
7.2.3 Developer must maintain copies of Tenant Documentation as required under this
Contract.
7.2.4 City will review Tenant Documentation during the Affordability Period as part of
its monitoring.
7.3 Tenant Lease.
7.3.1 Developer shall submit to City the form of its tenant lease prior to leasing any
HOME Unit. Such lease shall comply with the provisions of 24 CFR Part 92.253 regarding the
following issues:
7.3.1.1 Length of lease term shall not exceed 2 years and may not be shorter
than 1 year for the initial lease term. If the lease is renewed, tenant and
landlord may agree to a longer or shorter term.
7.3.1.2 Lease may not include agreement by tenant to allow landlord to take,
hold or sell tenant's personal property without notice and a court
decision on the rights of the parties.
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7.3.1.3 Lease may not include agreement by the tenant to excuse owner or
owner's agents from responsibility for any action or failure to act,
whether intentional or negligent acts.
7.3.1.4 Lease may not authorize landlord to institute a lawsuit without notice to
the tenant.
7.3.1.5 Lease may not include agreement by tenant to waive a jury trial or right
of appeal.
7.3.1.6 Lease may not include an agreement by tenant to pay legal costs of court
proceeding even if the tenant prevails in those proceedings regardless of
outcome.
7.3.1.7 Lease may not include an agreement by the tenant to be sued, to admit
guilt or to a judgment in favor of the owner in a lawsuit brought in
connection with the lease.
7.3.1.8 Lease may not include an agreement by the tenant that the owner may
evict the tenant or household members without instituting civil court
proceedings in which the tenant has the opportunity to present a defense,
or before a court decision on the rights of the parties.
7.3.1.9 Lease may not include an agreement by the tenant to waive the tenant's
right to appeal or otherwise challenge in court a court decision in
connection with the lease.
7.3.1.10 Lease may not include an agreement by the tenant to accept supportive
services that are offered.
7.3.2 Termination of Tenancy of HOME Units.
Developer may not terminate the tenancy of a HOME Eligible Household in a HOME Unit
except for serious or repeated violation of the terms and conditions of the lease; for violation of
applicable federal, state or local laws; or for other good cause. Good cause does not include an
increase in the income of the HOME Eligible Household. To terminate or refuse to renew the
tenancy,Developer must serve written notice upon the tenant specifying the grounds for the action
at least 30 days before the termination of tenancy.
7.3.3 Revised Lease Forms.
Developer shall provide City copies of revised lease forms within 30 days of any change
to its lease form. All changes to Developer's lease form shall comply with the requirement of
Section 7.3.1.
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7.4 Tenant Household Characteristics.
7.4.1 Developer shall provide City with the information about the household
characteristics of the first tenant renting a HOME Unit on Exhibit "G" — Project Compliance
Report: Rental Housing.
7.4.2 At City's request, Developer shall provide demographic information on all tenants
in the project in order to show compliance with Section 7.7 during the Affordability Period.
7.5 Tenant Rent.
7.5.1 Rents charged to tenants of the HOME Units are subject to 24 CFR 92.252 (a) and
(b)and are subject to review and approval by City at initial lease up and prior to any rent increases.
Under no circumstances may the maximum rent charged to tenants of HOME Units exceed the
High Home Rent minus utility allowances (excluding telephone). Developer agrees to abide by
HUD-approved schedules of HOME rent levels.
7.5.2 City shall provide Developer with information on updated HOME rent limits so
that rents may be adjusted (not to exceed the maximum HOME rent limits). Developer shall
provide City annually with information on rents and occupancy of the HOME Units to demonstrate
compliance with 24 CFR Part 92.252 (a) and (b). City shall review the rents for compliance and
approve or disapprove them every year.
7.5.3 Any increase in rents for the HOME Units is subject to the provisions of any
outstanding leases for said units. Developer shall provide tenants of the HOME Units with not
less than 30 days prior written notice before implementing any increase in rents.
7.5.4 City shall adopt utility allowances in accordance with HOME Regulations and
HUD guidance. Such allowances shall be updated regularly, and shall be furnished to Developer.
Developer shall adjust tenant rents accordingly in compliance with HOME Regulations.
7.6 Tenant Selection.
Within 90 days of the Effective Date, Developer must submit to City for City's approval
Developer's tenant selection policy and criteria that address the following:
7.6.1 The tenant selection policy must be consistent with the purpose of providing
housing for very low and low income persons.
7.6.2 The tenant selection policy must provide for:
7.6.2.1 Selection of tenants from a written waiting list in the chronological order
of their application, insofar as is practicable;
7.6.2.2 Prompt written notification to any rejected applicant of the grounds for
such rejection; and
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7.6.2.3 Bi-lingual leasing and management assistance.
7.6.3 Holders of rental assistance subsidies (such as HUD's Housing Choice Voucher or
similar subsidy)must not be excluded from renting a unit in the project.
7.6.4 The tenant selection policy must address non-discrimination and affirmative
marketing as discussed in Section 7.7.
7.6.5 Developer must market Accessible Units in the following order:
7.6.5.1 Within the project to persons requiring an accessible unit.
7.6.5.2 To persons on the waiting list requiring an accessible unit.
7.6.5.3 To the general community for persons requiring accessible unit.
7.6.5.4 To persons that do not require an accessible unit.
7.6.6 The tenant selection policy must (i) address the lease requirements described in
Section 7.3, (ii)address managing HOME Unit requirements, and(iii)must comply with state and
local tenant/landlord laws.
7.7 Affirmative Marketing.
Developer must adopt and implement affirmative marketing procedures as required by 24
CFR 92.351 if the project involves the construction of 5 or more HOME Units. The procedures
and requirements must include methods for informing the public, owners and potential tenants
about fair housing laws and policies so as to ensure that all individuals are given an equal
opportunity to participate in the project without regard to sex, age, race, color, creed, nationality,
national origin, religion, handicap status, disability, familial status, sexual orientation, gender
identity, gender expression or transgender. The procedures shall include methods to be used by
Developer to inform and solicit applications for tenancy from person in the housing market area
who are not likely to apply for the housing without special outreach (e.g., through the use of
community organizations,places of worship,employment centers, fair housing groups,or housing
counseling agencies.)The procedures and requirements must designate an individual who will be
responsible for marketing the project and must establish a clear application screening plan.
Developer's affirmative marketing procedures must be submitted'to City for approval prior to
implementation; provided however, City shall have no responsibility for affirmative marketing of
the project.
7.7.1 Developer shall keep records describing actions taken to affirmatively market the
HOME Units and the project sufficient to enable City to assess the results of the affirmative
marketing.
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7.8 Property Inspections During Initial Lease-Up of HOME Units; Annual
Inspections of HOME Units.
City shall inspect units in the project before they are placed into service. City shall inspect
the HOME Units prior to a HOME Eligible Household occupying such unit to ensure that each
HOME Unit meets the appropriate HOME standards. Thereafter, City will inspect the HOME
Units annually.
7.9 Pro*ect Maintenance and Inspections During Affordability Period.
Developer shall ensure that the project is maintained in accordance with all applicable
HUD property standards for the duration of the Affordability Period,which at a minimum shall be
those property standards required in 24 CFR Part 92. City will verify maintenance of the project
to these standards through on-site inspections every year.
8. ADDITIONAL HOME REQUIREMENTS.
Developer agrees to comply with all requirements of the HOME Program as stated in the
HOME Regulations, including,but not limited to the following:
8.1 Environmental Review.
HOME Funds will not be paid and costs cannot be incurred until City has conducted and
completed an environmental review and completed an Environmental Review Record as required
by 24 CFR Part 58. The environmental review may result in a decision to proceed with, modify,
or cancel the project. Further, Developer will not undertake or commit any funds to physical or
choice limiting actions, including if applicable, property acquisition, demolition, movement,
rehabilitation, conversion, repair or construction prior to the environmental clearance. Any
violation of this Section will (i) cause this Contract to terminate immediately; (ii) require
Developer to repay to City any HOME Funds received and forfeit any future payments of
HOME Funds; and (iii) Developer must pay 10% of the HOME Funds to City as liquidated
damages. The Parties agree that City's actual damages in the event of Developer violating
this Section are uncertain and would be difficult to ascertain and may include a finding by
HUD, a repayment of funds to HUD by City or otherwise impact the City's HOME grant or
other Federal grant funds. Therefore, the Parties agree that payment of 10% of the Loan
amount by Developer to City under this Section is liquidated damages and not a penalty.
8.1.1 Mitigation.
Developer must take the mitigation actions outlined in Exhibit "A-2" —Environmental
Mitigation Actions. Failure to complete the required mitigation action is an event of default
under this Contract.
8.2 Contract Not Constituting Commitment of Funds.
Notwithstanding any provision of this Contract, the Parties agree and acknowledge that
this Contract does not constitute a commitment of HOME Funds, and that such commitment or
approval may occur only upon satisfactory completion of environmental review and receipt by
City of an authorization to use grant funds from HUD under 24 CFR Part 58.
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8.3. Monitoring.
8.3.1 Developer understands and agrees that it will be subject to monitoring by City for
compliance with the HOME Regulations, the terms of this Contract and the Loan Documents
during the Affordability Period. Developer will provide reports and access to project files as
requested by City during the Affordability Period and for 5 years after it ends.
8.3.2 Representatives of City, HUD, HUD Office of the Inspector General, and the
United States Comptroller General shall have access during regular business hours, upon at least
48 hours prior notice, to Developer's offices and records and to Developer's officers and agents
that are related to the use of the HOME Funds and the requirements of the HOME Regulations
during the Affordability Period, and to Developer's officers, agents, employees, contractors,
subcontractors and vendors for the purpose of such monitoring
8.3.3 In addition to other provisions of this Contract regarding frequency of monitoring,
City reserves the right to perform desk reviews or on-site monitoring of Developer's compliance
with the terms and conditions of this Contract and the Loan. After each monitoring visit, City
shall provide Developer with a written report of the monitor's findings. If the monitoring report
notes deficiencies in Developer's performance,the report shall include requirements for the timely
correction of said deficiencies by Developer. Failure by Developer to take the action specified in
the monitoring report may be cause for suspension or termination of this Contract as provided
herein, or City may take all actions allowed in the Loan Documents.
8.3.4 Developer shall annually provide to City the results of any state or federal
monitoring related to the project. Such results shall be submitted annually to City with the
submission of its annual audit and financial statements.
8.3.5 This Section 8.3 shall be applicable for the duration of the Affordability Period
and shall survive the earlier termination or expiration of this Contract.
8.4 Compliance with the Uniform Relocation Act.
If applicable, Developer shall comply with the relocation requirements of 24 CFR Part
92.353 and all other applicable federal and state laws and City ordinances and requirements
pertaining to relocation.
8.4.1 Developer must furnish City a monthly report of planned and completed temporary
tenant relocations. The monthly report must include copies of signed acknowledgments by tenants
that they are being temporarily relocated.
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8.5 Compliance with Davis-Bacon Act.
If applicable, Developer and its general contractor and all lower tier subcontractors will
comply with the Davis-Bacon Act as described in Section 14.14 and Exhibit "H" — Federal
Labor Standards Provisions - Davis-Bacon Requirements.
8.6 Developer Procurement Standards.
Developer shall ensure that procurement of materials and services is done in a cost effective
manner. Developer shall comply with all applicable federal, state and local laws,regulations, and
ordinances for making procurements under this Contract. Developer shall establish written
procurement procedures to ensure that materials and services are obtained in a cost effective
manner
8.7 Cost Principles/Cost Reasonableness.
The eligibility of costs incurred for performance rendered shall be determined in
accordance 2 CFR Part 200.402 through 2 CFR Part 200.405, as applicable,regarding cost
reasonableness and allocability.
8.8 Financial Management Standards.
Developer agrees to adhere to the accounting principles and procedures required in 2 CFR
Part 200, as applicable, utilize adequate internal controls, and maintain necessary supporting and
back-up documentation for all costs incurred in accordance with 2 CFR Part 200.302 and Part
200.303.
8.9 Uniform Administrative Requirements.
Developer will comply with the Uniform Administrative Requirements, Cost Principles,
and Audit Requirements for Federal Awards in 2 CFR Part 200, as applicable, or any reasonably
equivalent procedures and requirements that City may require.
8.10 Compliance with FFATA and Whistleblower Protections.
Developer shall provide City with all necessary information for City to comply with the
requirements of 2 CFR 300(b), including provisions of the Federal Funding Accountability and
Transparency Act("FFATA")governing requirements on executive compensation and provisions
governing whistleblower protections contained in 10 U.S.C. 2409, 41 U.S.C. 4712, 10 U.S.C.
2324, 41 U.S.C. 4304 and 41 U.S.C. 4310.
8.10.1 Developer shall provide City its DUNS number prior to the payment of any
Reimbursement Requests.
8.11 Internal Controls.
In compliance with the requirements of 2 CFR 200.303,Developer shall:
8.11.1 Establish and maintain effective internal control over the HOME Funds that
provides reasonable assurance that Developer is managing the HOME Funds in compliance with
federal statutes,regulations,and the terms and conditions of this Contract. These internal controls
shall be in compliance with guidance in "Standards for Internal Control in the Federal
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Government" issued by the Comptroller General of the United States or the "Internal Control
Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway
Commission("COSO");
8.11.2 Comply with federal statutes, regulations, and the terms and conditions of this
Contract;
8.11.3 Evaluate and monitor Developer's compliance with statutes, regulations and the
terms and conditions of this Contract;
8.11.4 Take prompt action when instances of noncompliance are identified including
noncompliance identified in audit findings; and
8.11.5 Take reasonable measures to safeguard protected personally identifiable
information and other information that HUD or City designates as sensitive or Developer considers
sensitive consistent with applicable federal, state, local and tribal laws regarding privacy and
obligations of confidentiality.
8.12 Copyright and Patent Riszhts.
No reports,maps,or other documents produced in whole or in part under this Contract shall
be the subject of an application for copyright by or on behalf of Developer. HUD and City shall
possess all rights to invention or discovery, as well as rights in data which may arise as a result of
Developer's performance under this Contract.
8.13 Terms Applicable to Contractors, Subcontractors and Vendors.
Developer understands and agrees that all terms of this Contract, whether regulatory or
otherwise, shall apply to any and all contractors, subcontractors and vendors of Developer which
are in any way paid with HOME Funds or who perform any work in connection with the project.
Developer shall cause all applicable provisions of this Contract to be included in and made a part
of any contract or subcontract executed in the performance of its obligations hereunder, including
its obligations regarding the Affordability Requirements and the HOME Regulations during the
Affordability Period. Developer shall monitor the services and work performed by its contractors,
subcontractors and vendors on a regular basis for compliance with the Affordability Requirements,
the HOME Regulations and Contract provisions. Developer is responsible to cure all violations
of the HOME Regulations committed by its contractors,subcontractors or vendors. City maintains
the right to insist on Developer's full compliance with the terms of this Contract and the HOME
Regulations and Developer is responsible for such compliance regardless of whether actions to
fulfill the requirements of this Contract or the HOME Regulations are taken by Developer or by
Developer's contractors, subcontractors or vendors. Developer acknowledges that the
provisions of this Section shall survive the earlier termination or expiration of this Contract
and be applicable for the length of the Affordability Period and for 5 years thereafter.
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8.14 Payment and Performance Bonds.
Subject to the requirements of 2 CFR Part 200.325, Developer shall furnish City with
payment and performance bonds in a form acceptable to City in the amount of the construction
cost for the project but not less than $1,400,000. At City's discretion, other forms of assurance
may be acceptable so long as they meet the requirements of the HOME Regulations and the federal
interest is adequately protected.
9. RECORD KEEPING, REPORTING AND DOCUMENTATION
REQUIREMENTS,AUDIT REQUIREMENTS.
9.1 Record Keeping.
Developer shall maintain a record-keeping system as part of its performance of this
Contract and shall promptly provide City with copies of any document City deems necessary for
the effective fulfillment of City's monitoring and evaluation responsibilities. Specifically,
Developer will keep or cause to be kept an accurate record of all actions taken and all funds spent,
with supporting and back-up documentation as well as all Tenant Documentation. Developer will
maintain all records and documentation related to this Contract for 5 years after the end of the
Affordability Period. If any claim, litigation, or audit related to this Contract or the project is
initiated before the expiration of the 5 year period, the relevant records and documentation must
be retained until all such claims, litigation or audits have been resolved.
9.1.2 Access to Records.
City representatives and HUD and any duly authorized officials of the federal government
will have full access to, and the right to examine, audit, excerpt and/or transcribe any of
Developer's records pertaining to all matters covered by this Contract throughout the Affordability
Period and for 5 years thereafter. Such access shall be during regular business hours upon at least
48 hours prior notice.
9.2 Reports.
Developer will submit to City all reports and documentation described in this Contract in
such form as City may prescribe. Developer may also be required to submit a final performance
and/or final financial report if required by City at the termination of this Contract and/or the
termination of the Loan in such form and within such times as City may prescribe. Failure to
submit any report or documentation to City required by this Contract shall be an event of
default and City may exercise all of it remedies for default under this Contract and Loan
Documents. City shall not exercise its rights hereunder for default until its gives Developer 30
days' notice of such failure and Developer has failed to cure such default.
9.2.1 Additional Information.
Developer shall provide City with additional information as may be required by state or
federal agencies to substantiate HOME Program activities and/or expenditure eligibility.
9.3 Change in Reporting Requirements and Forms.
City retains the right to change reporting requirements and forms at its reasonable
discretion. City will notify Developer in writing at least 30 days prior to the effective date of such
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change, and the Parties shall execute an amendment to the Contract reflecting such change if
necessary.
9.4 Audit.
9.4.1 Entities that Expend $750,000.00 or more in Federal Funds Per Year.
All non-federal entities that expend $750,000 or more in federal funds within 1 year,
regardless of the source of the federal award, must submit to City an annual audit prepared in
accordance with specific reference to 2 CFR Part 200.501 through Part 200.521. The audit shall
cover the Developer's fiscal years during which this Contract is in force. The audit must be
prepared by an independent certified public accountant, be completed within 6 months following
the end of the period being audited and be submitted to City within 30 days of its completion.
Developer's audit certification is attached hereto as EXHIBIT "D" — "Audit Certification
Form" and "Audit Requirements". The Audit Certification Form must be submitted to City
prior to or with the first Reimbursement Request. Entities that expend less than $750,000.00 a
year in federal funds are exempt from federal audit requirements for that year,but records must be
available for review or audit by appropriate officials of the federal agency, City, and General
Accounting Office.
9.4.2 City Reserves the Right to Audit.
City reserves the right to perform an audit of Developer's project operations and finances
at any time during the term of this Contract and during the Affordability Period and for 5 years
thereafter, if City determines that such audit is necessary for City's compliance with the HOME
Regulations or other City policies, and Developer agrees to allow access to all pertinent materials
as described herein. If such audit reveals a questioned practice or expenditure, such questions
must be resolved within 15 business days after notice to Developer of such questioned practice or
expenditure. If questions are not resolved within this period, City reserves the right to withhold
further funding under this and/or other contract(s) with Developer. IF AS A RESULT OF ANY
AUDIT IT IS DETERMINED THAT DEVELOPER HAS FALSIFIED ANY
DOCUMENTATION OR MISUSED, MISAPPLIED OR MISAPPROPRIATED HOME
FUNDS OR SPENT HOME FUNDS ON ANY INELIGIBLE ACTIVITIES, DEVELOPER
AGREES TO REIMBURSE CITY THE AMOUNT OF SUCH MONIES PLUS THE
AMOUNT OF ANY SANCTIONS,PENALTY OR OTHER CHARGE LEVIED AGAINST
CITY BY HUD BECAUSE OF SUCH ACTIONS.
10. REIMBURSEMENT REQUIREMENTS.
Developer shall provide City with Complete Documentation and the following reports as
shown in Exhibit"F"—Reimbursement Forms with each Reimbursement Request:
10.1 Attachment I—Invoice.
This report shall contain the amount requested for reimbursement in the submitted request,
and the cumulative reimbursement requested to date(inclusive of the current request). This report
must be signed by an authorized signatory of Developer. By signing Attachment I, Developer is
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certifying that the costs are valid, eligible, and consistent with the terms and conditions of this
Contract,and the data contained in the report is true and correct.
10.2 Attachment II—Expenditure Worksheet.
This report shall itemize each expense requested for reimbursement by Developer. In order
for this report to be complete the following must be submitted:
10.2.1 Invoices for each expense with an explanation as to how the expense pertains
to the project, if necessary; and
10.2.2 Proof that each expense was paid by Developer, which proof can be satisfied
by cancelled checks, wire transfer documentation, paid receipts or other appropriate banking
documentation.
10.3. Deadline for Submitting Reimbursement Requests.
All Reimbursement Requests along with Complete Documentation shall be submitted by
Developer to City within 60 calendar days from each of the deadlines as shown in Exhibit "C"—
Construction and Reimbursement Schedule.
10.3.12 CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT ON
ANY REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 60 DAYS OF
THE DEADLINES SHOWN IN EXHIBIT "C" — CONSTRUCTION AND
REIMBURSEMENT SCHEDULE. In addition, Developer's failure to timely submit
Reimbursement Requests and Complete Documentation along with any required reports
shall be an event of default.
10.3.2 CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT ON
ANY REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 30
CALENDAR DAYS OF THE COMPLETION DEADLINE.
10.3.3 Final Payment.
Developer shall not be reimbursed for Final Payment until it submits Exhibit"G"—
HOME Project Compliance Report to City.
10.4 Withholding Payment.
CITY SHALL WITHHOLD PAYMENT ON ANY REIMBURSEMENT REQUEST
THAT DOES NOT INCLUDE THE REQUIRED COMPLETE DOCUMENTATION.
11. DEFAULT AND TERMINATION.
11.1 Failure to Begin or Complete the Required Improvements
11.1.1 If Developer fails to begin construction within 4 months of the Effective Date,
this Contract shall automatically terminate without further warning or opportunity to cure, and
with no penalty or liability to City.
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11.1.2 If City determines that the Required Improvements were not completed by the
Completion Deadline(as may be modified in accordance with Section 14.19)or have failed to pass
any of the inspections described in Section 6.1.1 (or to promptly correct any noted deficiency and
subsequently pass such inspection), City shall have the right to terminate this Contract with no
penalty or liability to City, with such termination to be effective immediately upon written notice.
City shall also be entitled to demand repayment of the HOME Funds and enforce any of the
provisions of Loan documents for default.
11.2 Failure to Submit Complete Documentation During Construction.
11.2.1 If Developer fails to submit all applicable Complete Documentation during
construction of the Required Improvements in accordance with Exhibit"C"—Construction and
Reimbursement Schedule, or if any report or documentation submitted as part of Complete
Documentation is not in compliance with this Contract or the HOME Regulations as determined
by City, City will notify Developer in writing and the Developer will have 15 calendar days from
the date of the written notice to submit or resubmit any such report or documentation. If Developer
fails to submit or resubmit any such report or documentation within such time, City shall have the
right to withhold payments. If such failure continues for an additional 15 days (a total of 30 days)
City shall have the right to terminate this Contract effective immediately upon written notice
of such intent with no penalty or liability to City. Notwithstanding anything to the contrary
herein, City will not be required to pay any HOME Funds to Developer during the period that any
such report or documentation is not in compliance with this Contract or the HOME Regulations.
11.2.2 If any of Developer's Reimbursement Requests are incomplete or otherwise not
in compliance with this Contract or the HOME Regulations as determined by City,City will notify
Developer in writing of such default and the Developer will have 15 calendar days from the date
of the written notice to resubmit any such Reimbursement Request to cure the default. If the
Developer fails to cure the default within such time, Developer shall forfeit any payments
otherwise due under such Reimbursement Request. If such failure to resubmit such
Reimbursement Request continues for an additional 15 days (a total of 30 days) the City shall
have the right to terminate this Contract effective immediately upon written notice of such
intent with no penalty or liability to City. Notwithstanding anything to the contrary herein,City
will not be required to pay any HOME Funds to Developer during the period that any such
Reimbursement Request is not in compliance with this Contract or the HOME Regulations.
11.2.3 In the event of more than 3 instances of default, cured or uncured, under
Sections 11.2.1 or 11.2.2 which have a material adverse impact on the project, City reserves
the right at its sole option to terminate this Contract effective immediately upon written
notice of such intent with no penalty or liability to City.
11.2.4 Notwithstanding anything to the contrary herein, City will not be required to
pay any HOME Funds to Developer during the period that any Reimbursement Requests, reports
or documentation are past due or are not in compliance with this Contract or the HOME
Regulations, or during any period during which Developer is in default of this Contract.
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11.2.5 In the event of termination under this Section 11.2, all HOME Funds awarded
but unpaid to Developer pursuant to this Contract shall be immediately forfeited and Developer
shall have no further right to such funds. Any HOME Funds already paid to Developer must be
repaid to City within 30 days of termination under this Section. Failure to repay such HOME
Funds will result in City exercising all legal remedies available to City under this Contract
and the Loan Documents. For clarification, the defaults and related remedies set out in this
Section 11.2 are not intended to arise from mathematical errors or other minor defects in a
Reimbursement Request.
11.3 Failure to Submit Required Reports and Documentation During
Affordability Period.
If Developer fails to maintain all records and documentation as required in Section 9, or
fails to submit any report or documentation required by this Contract after the Required
Improvements are completed, or if the submitted report or documentation is not in compliance
with this Contract or the HOME Regulations as determined by City, City will notify Developer in
writing and the Developer will have 30 calendar days from the date of the written notice to obtain
or recreate the missing records or documentation, or submit or resubmit any such report or
documentation to City. If Developer fails to maintain the required reports or documentation, or
submit or resubmit any such report or documentation within such time, City shall have the right
to terminate this Contract effective immediately upon written notice of such intent with no
penalty or liability to City. In the event of termination under this Section 11.3, any HOME
Funds paid to Developer must be repaid to City within 30 days of termination. Failure to
repay such HOME Funds will result in City exercising all legal remedies available to City
under this Contract and the Loan Documents.
11.4 In General.
11.4.1 Subject to Sections 11.1, 11.2 and 11.3, and unless specifically provided
otherwise in this Contract, Developer shall be in default if Developer breaches any term or
condition of this Contract. In the event that such a breach remains uncured after 30 calendar days
following written notice by City (or such other notice period as may be specified herein), or if
Developer has diligently and continuously attempted to cure following receipt of such written
notice but reasonably required more than 30 calendar days to cure, as determined by both Parties
mutually and in good faith, City shall have the right to elect, in City's sole discretion,to(i)extend
Developer's time to cure, (ii)terminate this Contract effective immediately upon written notice of
such intent to Developer, or(iii)pursue any other legal remedies available to City.
11.4.2 City's remedies may include:
11.4.2.1 Direct Developer to prepare and follow a schedule of actions for
carrying out the affected activities, consisting of schedules,
timetables and milestones necessary to implement the affected
activities, including extending the Affordability Period.
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11.4.2.2 Direct Developer to establish and follow a management plan that
assigns responsibilities for carrying out the remedial activities.
11.4.2.3 Cancel or revise activities likely to be affected by the performance
deficiency, before expending HOME Funds for the activities.
11.4.2.4 Reprogram HOME Funds that have not yet been expended from
affected activities to other eligible activities or withhold HOME
Funds.
11.4.2.5 Direct Developer to reimburse City in any amount of HOME Funds
not used in accordance with the HOME Regulations.
11.4.2.6 Suspend reimbursement of HOME Funds for affected activities.
11.4.2.7 Any other appropriate action including but not limited to any
remedial action legally available such as declaratory judgment,
specific performance, damages, temporary or permanent
injunctions,termination of this Contract or any other contracts with
Developer, and any other available remedies.
11.4.3 In the event of termination under this Section 11.4, all HOME Funds awarded
but unpaid to Developer pursuant to this Contract shall be immediately rescinded and Developer
shall have no further right to such funds and any HOME Funds already paid to Developer must be
repaid to City within 30 days of termination. Failure to repay such HOME Funds will result in
City exercising all legal remedies available to City under this Contract or the Loan
Documents.
11.5 No Funds Disbursed while in Breach.
Developer understands and agrees that no HOME Funds will be paid to Developer until all
defaults are cured to City's satisfaction.
11.6 No Compensation After Date of Termination.
In the event of termination,Developer shall not receive any HOME Funds in compensation
for work undertaken after the date of termination.
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11.7 Rights of City Not Affected.
Termination shall not affect or terminate any of the existing rights of City against
Developer, or which may thereafter accrue because of such default, and this provision shall be in
addition to any and all other rights and remedies available to City under the law and Loan
Documents including, but not limited to, compelling Developer to complete the Required
Improvements in accordance with the terms of the Contract. Such termination does not terminate
any applicable provisions of this Contract that have been expressly noted as surviving the term or
termination of this Contract. No delay or omission by City in exercising any right or remedy
available to it under this Contract shall impair any such right or remedy or constitute a waiver or
acquiescence in any Developer default.
11.8 Waiver of Breach Not Waiver of Subsequent Breach.
The waiver of a breach of any term,covenant,or condition of this Contract shall not operate
as a waiver of any subsequent breach of the same or any other term, covenant or condition hereof.
11.9 Civil, Criminal and Administrative Penalties.
Failure to perform all the Contract terms may result in civil, criminal or administrative
penalties, including,but not limited to those set out in this Contract.
11.10 Termination for Cause.
11.10.1 City may terminate this Contract in the event of Developer's default, inability,
or failure to perform, subject to notice, grace and cure periods. In the event City terminates this
Contract for cause, all HOME Funds awarded but unpaid to Developer pursuant to this Contract
shall be immediately rescinded and Developer shall have no further right to such funds and any
HOME Funds already paid to Developer must be repaid to City within 30 calendar days of
termination. Failure to repay such HOME Funds will result in City exercising all legal remedies
available to City under this Contract or the Loan Documents. DEVELOPER
ACKNOWLEDGES AND AGREES THAT IF CITY TERMINATES THIS CONTRACT
FOR CAUSE, DEVELOPER OR ANY OF ITS AFFILIATES SHALL NOT BE
CONSIDERED FOR ANY OTHER CITY CONTRACT FOR HOME FUNDS FOR A
MINIMUM OF 5 YEARS FROM THE DATE OF TERMINATION.
11.10.2 Developer may terminate this Contract if City does not provide the HOME
Funds substantially in accordance with this Contract. In such event,the termination of the Contract
shall have the effect of returning the Parties to their respective circumstances as existed prior to
the execution of this Contrast, and no terms or obligations shall survive the date of termination,
including but not limited to,reporting, inspections or the Affordability Period.
11.11 Termination for Convenience.
In terminating in accordance with 2 CFR 200,Appendix 11,this Contract may be terminated
in whole or in part only as follows:
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11.11.1 By City with the consent of Developer in which case the Parties shall agree
upon the termination conditions, including the effective date and in the case of partial termination,
the portion to be terminated; or
11.11.2 By Developer upon written notification to City setting forth the reasons for such
termination,the effective date, and in the case of partial termination,the portion to be terminated.
In the case of a partial termination, City may terminate the Contract in its entirety if City
determines in its sole discretion that the remaining portion of the Contract to be performed or
HOME Funds to be spent will not accomplish the purposes for which this Contract was made.
11.12 Dissolution of Developer Terminates Contract.
In the event Developer is dissolved or ceases to exist, this Contract shall terminate. In the
event of termination under this Section, all HOME Funds are subject to repayment and/or City
may exercise all of its remedies under this Contract and the Loan Documents.
11.13 Reversion of Assets.
In the event this Contract is terminated with or without cause,all tangible personal property
owned by Developer that was acquired or improved with the HOME Funds shall belong to City
and shall automatically transfer to City or to such assignees as City may designate.
12. REPAYMENT OF HOME FUNDS.
All HOME Funds are subject to repayment in the event the project does not meet the
requirements as set out in this Contract or in the HOME Regulations. If Developer takes any
action that results in City being required to repay all or any portion of the HOME Funds to
HUD, Developer agrees it will reimburse City for such repayment. If Developer takes any
action that results in City receiving a finding from HUD about the project, whether or not
repayment to HUD is required of City, Developer agrees it will pay City 10% of the HOME
Funds as liquidated damages. The Parties agree that City's damages in the event of either
repayment to HUD being required or receiving a finding from HUD are uncertain and would
be difficult to ascertain and may include an impact on City's HOME grant or other Federal
grant funds, in addition to a finding by HUD or a repayment of funds to HUD by City.
Therefore,the Parties agree that payment under this Section of 10% of the Loan amount by
Developer to City is liquidated damages and not a penalty.
13. MATERIAL OWNERSHIP CHANGE.
If ownership of Developer materially changes after the date of this Contract, City may,but
is not obligated to, terminate this Contract. City has 30 days to make such determination after
receipt of notice from Developer and failure to make such determination in that time period will
constitute a waiver. In the event of termination under this Section 13, all HOME Funds awarded
but not yet paid to Developer pursuant to this Contract shall be immediately rescinded and
Developer shall have no further right to such funds. Any HOME Funds already paid to Developer
must be repaid to City within 30 days of termination under this Section.
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14. GENERAL PROVISIONS
14.1 Developer an Independent Contractor.
Developer shall operate hereunder as an independent contractor and not as an officer,agent,
servant or employee of City. Developer 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 officers, members, agents,
servants, employees, contractors, subcontractors, vendors, tenants, licensees or invitees.
14.2 Doctrine of Respondeat Superior.
The doctrine of respondeat superior shall not apply as between City and Developer, its
officers, members, agents, servants, employees, contractors, subcontractors, vendors, tenants,
licensees or invitees, and nothing herein shall be construed as creating a partnership or joint
enterprise between City and Developer. City does not have the legal right to control the details of
the tasks performed hereunder by Developer, its officers, members, agents, employees,
contractors, subcontractors, vendors, licensees or invitees.
14.3 Developer Property.
City shall under no circumstances be responsible for any property belonging to Developer,
its officers, members, agents, employees, contractors, subcontractors, vendors, tenants, licensees
or invitees that may be lost, stolen or destroyed or in any way damaged and DEVELOPER
HEREBY INDEMNIFIES AND HOLDS HARMLESS CITY AND ITS OFFICERS,
AGENTS,AND EMPLOYEES FROM ANY AND ALL CLAIMS OR SUITS PERTAINING
TO OR CONNECTED WITH SUCH PROPERTY.
14.4 Religious Organization.
No portion of the HOME Funds shall be used in support of any sectarian or religious
activity. In addition,there must be no religious or membership criteria for tenants of a HOME-
funded property.
14.5 Venue.
Venue for any action, whether real or asserted, at law or in equity, arising out of the
execution, performance, attempted performance or non-performance of this Contract, shall lie in
Tarrant County, Texas.
14.6 Governing Law.
This Contract shall be governed by and construed in accordance with the laws of the State
of Texas. If any action, whether real or asserted, at law or in equity, arises out of the execution,
performance or non-performance of this Contract or on the basis of any provision herein, for any
issue not governed by federal law,the choice of law shall be the laws of the State of Texas.
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14.7 Severability.
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 thereof, such
invalidity shall not affect other provisions which can be given effect without the invalid provision.
14.8 Written Agreement Entire Agreement.
This written instrument and the Exhibits, Addendums and Attachments attached hereto,
which are incorporated by reference and made a part of this Contract for all purposes, constitute
the entire agreement by the Parties concerning the work and services to be performed under this
Contract. Any prior or contemporaneous oral or written agreement which purports to vary the
terms of this Contract shall be void. Any amendments to the terms of this Contract must be in
writing and be executed by the Parties.
14.9 Paragraph Headings for Reference Only,No Legal Significance; Number.
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. When context
requires,singular nouns and pronouns include the plural and the masculine gender shall be deemed
to include the feminine or neuter and the neuter gender to include the masculine and feminine.
The words"include"and"including"whenever used herein shall be deemed to be followed by the
words"without limitation".
14.10 Compliance With All Applicable Laws and Regulations.
Developer agrees to comply fully with all applicable laws and regulations that are currently
in effect or that are hereafter amended during the performance of this Contract. These laws
include,but are not limited to:
➢ HOME Investment Partnerships 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 etseq.)
➢ Executive Orders 11063, 11246 as amended by 11375 and 12086 and as supplemented
by Department of Labor regulations 41 CFR, Part 60
➢ The Age Discrimination in Employment Act of 1967
➢ The Age Discrimination Act of 1975 (42 U.S.C. Sections 6101 et seq.)
➢ The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970
(42 U.S.C. Sections 4601 et seq. and 49 CFR Part 24) ("URA")
� Seefien 504 efthe Rehabilitation Aet-ef 1973-(29 U.S.0 Seetie s Ton of seq.) and 24
➢ National Environmental Policy Act of 1969, as amended, 42 U.S.C. sections 4321 et
seq. ("NEPA") and the related authorities listed in 24 CFR Part 58.
➢ The Clean Air Act, as amended, (42 U.S.C. Sections 1251 et seq.)and the Clean Water
Act of 1977, as amended (33 U.S.C. Sections 1251 et seq.), related Executive Order
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11738 and Environmental Protection Agency Regulations at 40 CFR Part 15. In no
event shall any amount of the assistance provided under this Contract be utilized with
respect to a facility that has given rise to a conviction under the Clean Air Act or the
Clean Water Act.
➢ Immigration Reform and Control Act of 1986 (8 U.S.C. Sections 1101 et seq.)
specifically including the provisions requiring employer verifications of legal status of
its employees
➢ The Americans with Disabilities Act of 1990 (42 U.S.C. Sections 12101 et seq.), the
Architectural Barriers Act of 1968 as amended (42 U.S.C. sections 4151 et seq.) and
the Uniform Federal Accessibility Standards, 24 CFR Part 40, Appendix A
➢ Regulations at 24 CFR Part 87 related to lobbying, including the requirement that
certifications and disclosures be obtained from all covered persons
➢ Drug Free Workplace Act of 1988 (41 U.S.C. Sections 701 et seq.) and 24 CFR Part
23, Subpart F
➢ Executive Order 12549 and 24 CFR Part 5.105(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 24 CFR Part 983.6 for Site and Neighborhood Standards Review
➢ Section 6002 of the Solid Waste Disposal Act, as amended by the Resource
Conservation and Recovery Act
➢ Guidelines of the Environmental Protection Agency at 40 CFR Part 247
➢ For contracts and subgrants for construction or repair, Copeland "Anti-Kickback"Act
(18 U.S.C. 874) as supplemented in 29 CFR Part 5
➢ For construction contracts in excess of $2,000, and in excess of $2,500 for other
contracts which involve the employment of mechanics or laborers, Sections 103 and
107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327A 300) as
supplemented by 29 CFR Part 5
➢ Lead-Based Paint Poisoning Prevention Act (42 U.S.C. 4801 et seq.), as amended by
the Residential Lead-Based Paint Hazard Reduction Act of 1992 (42 U.S.C. 4851 et
seq.) and implementing regulations at 24 CFR Part 35, subparts A, B, M, and R
➢ Regulations at 24 CFR Part 92,Home Investment Partnerships Program Final Rule
➢ Uniform Administrative Requirements, Cost Principles, and Audit Requirements for
Federal Awards, 2 CFR Part 200 et seq.
➢ Federal Funding Accountability and Transparency Act of 2006, (Pub.L. 109-282, as
amended by Section 6205(a) of Pub.L. 110-252 and Section 3 of Pub.L. 113-101)
➢ Federal Whistleblower Regulations, 10 U.S.C. 2409,41 U.S.C. 4712, 10 U.S.C. 2324,
41 U.S.C. 4304 and 41 U.S.C. 4310.
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14.11 HUD-Assisted Proiects and Employment and other Economic
Opportunities; Section 3 Requirements.
14.11.1 Requirement that Law Be Quoted in Covered Contracts. — Certain
Requirements Pertaining to Section 3 of the Housing and Urban
Development Act of 1968 as Amended(12 U.S.C. Sections 1701 et seq.) and
its Related Regulations at 24 CFR Part 135
If the construction of the Required Improvements will cause the creation of new
employment,training, or contracting opportunities on a contractor or subcontractor level resulting
from the expenditure of the HOME Funds, Developer shall comply with the following and will
ensure that its contractors also comply. If the work performed under this Contract is on a project
assisted under a program providing direct Federal financial assistance from HUD, Section 3 of 24
CFR 135.38 ("Section 3") requires that the following clause, shown in italics, be inserted in all
covered contracts ("Section 3 Clause"):
Section to be quoted in covered contracts begins:
"A. The work to be performed under this contract is subject to the requirements
of Section 3 of Housing and Urban Development Act of 1968, as amended, 12
US.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 3, 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.
R 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
employees 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
applications 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 take
appropriate action, as provided in an applicable provision of the subcontract or in
this Section 3 clause, upon finding that the subcontractor is in violation of the
regulations in 24 CFR Part 135. The contractor will not subcontract with any
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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: (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. 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 workperformed in connection with Section 3 covered Indian
housing assistance, section 7(b) of the Indian Self-Determination and Education
Assistance Act (25 U.S.C. section 450e) also applies to the work to be performed
under this Contract. Section 7(b) requires that to the greatest 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 Indian-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). "
Section to be quoted in covered contracts ends.
14.11.2 Developer Responsibilities for Section 3 Requirements.
City and Developer understand and agree that compliance with the provisions of Section
3, 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 City and
Developer, and their respective successors, assigns, contractors and subcontractors. Failure to
fulfill these requirements shall subject Developer and its contractors and subcontractors and their
respective successors and assigns to those sanctions specified by the grant agreement through
which federal assistance is provided and to such sanctions as are specified by 24 CFR Part 135.
Developer's responsibilities include:
14.11.2.1 Implementing procedures to notify Section 3 residents and
business concerns about training, employment, and
contracting opportunities generated by Section 3 covered
assistance;
14.11.2.2 Notifying potential contractors working on Section 3 covered
projects of their responsibilities;
14.11.2.3 Facilitating the training and employment of Section 3 residents
and the award of contracts to Section 3 business concerns;
14.11.2.4 Assisting and actively cooperating with the Neighborhood
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Services Department in making contractors and subcontractors
comply;
14.11.2.5 Refraining from entering into contracts with contractors that
are in violation of Section 3 regulations;
14.11.2.6 Documenting actions taken to comply with Section 3; and
14.11.2.7 Submitting Section 3 Annual Summary Reports (form HUD-
60002) in accordance with 24 CFR Part 135.90.
14.11.3 Section 3 Reporting Requirements.
In order to comply with the Section 3 requirements, Developer must submit the forms
attached hereto as Exhibit "I" - Section 3 Reporting Forms and take the following actions:
14.11.3.1 Report to the City all applicants for employment, and all
applicants for employment by contractors and any
subcontractors on a quarterly basis. This shall include name,
address, zip code, date of application, and status (hired/not-
hired) as of the date of the report.
14.11.3.2 Advertise available positions to the public for open
competition and provide documentation to City with the
quarterly report that demonstrates such open advertisement, in
the form of printout of Texas Workforce Commission posting,
copy of newspaper advertisement,copy of flyers and listing of
locations where flyers were distributed, and the like.
14.11.3.3 Report to the City all contracts awarded by contractors and any
subcontractors on a quarterly basis. This shall include name
of contractor and/or subcontractor, address, zip code, and
amount of award as of the date of the report.
14.12 Prohibition Against Discrimination.
14.12.1 General Statement.
Developer, in the execution,performance or attempted performance of this Contract, shall
comply with all non-discrimination requirements of 24 CFR 92.350 and the ordinances codified at
Chapter 17, Article 111, Division 4 — Fair Housing of the City Code. Developer may not
discriminate against any person because of race, color, sex, gender, religion, national origin,
familial status, disability or perceived disability, sexual orientation, gender identity, gender
expression, or transgender, nor will Developer permit its officers, members, agents, employees,
contractors, vendors or project participants to engage in such discrimination.
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This Contract is made and entered into with reference specifically to the ordinances
codified at Chapter 17, Article III, Division 3 - Employment Practices of the City Code, and
Developer hereby covenants and agrees that Developer, its officers, members, agents, employees
and contractors,have fully complied with all provisions of same and that no employee,or applicant
for employment has been discriminated against under the terms of such ordinances by either or its
officers, members, agents, employees, contractors or vendors.
14.12.2 No Discrimination in Employment during the Performance of this
Contract.
During the performance of this Contract Developer agrees to the following provision, and
will require that its contractors, subcontractors and vendors also comply with such provision by
including it in all contracts with its contractors and vendors:
[Contractor's, Subcontractor's or Vendor's Name] will not unlawfully discriminate
against any employee or applicants for employment because of race, color, sex, gender,
religion, national origin, familial status, disability or perceived disability, sexual
orientation, gender identity, gender expression or transgender. [Contractor's,
Subcontractor's or Vendor's Name] will take affirmative action to ensure that applicants
are hired without regard to race,color,sex,gender,religion,national origin,familial status,
disability or perceived disability, sexual orientation, gender identity, gender expression or
transgender and that employees are treated fairly during employment without regard to
their race, color, sex, gender, religion, national origin, familial status, disability or
perceived disability, sexual orientation, gender identity, gender expression or transgender.
Such action shall include, but not be limited to, the following: employment, upgrading,
demotion or transfer,recruitment or recruitment advertising,layoff or termination,rates of
pay or other forms of compensation, and selection for training, including apprenticeship.
(Contractor's, Subcontractor's or Vendor's Namel agrees to post in conspicuous places,
available to employees and applicants for employment,notices setting forth the provisions
of this nondiscrimination clause.
[Contractor's, Subcontractor's or Vendor's Name] will, in all solicitations or
advertisements for employees placed by or on behalf of Wontractor's, Subcontractor's or
Vendor's Name] , state that all qualified applicants will receive consideration for
employment without regard to race, color, sex, gender, religion, national origin, familial
status, disability or perceived disability, sexual orientation, gender identity, gender
expression or transgender.
[Contractor's, Subcontractor's or Vendor's Name] covenants that neither it nor any of its
officers, members, agents, employees, or contractors, while engaged in performing this
Contract, shall, in connection with the employment, advancement or discharge of
employees or in connection with the terms, conditions or privileges of their employment,
discriminate against persons because of their age or because of any disability or perceived
disability, except on the basis of a bona fide occupational qualification, retirement plan or
statutory requirement.
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[Contractor's, Subcontractor's or Vendor's Name]further covenants that neither it nor its
officers, members, agents, employees, contractors, 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.
14.12.3 Developer's Contractors and ADA.
In accordance with the provisions of the Americans With Disabilities Act of 1990
("ADA"), Developer warrants that it 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 Developer. DEVELOPER
WARRANTS 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,
CONTRACTORS,SUBCONTRACTORS OR VENDORS AGAINST CITY ARISING OUT
OF DEVELOPER'S AND/OR ITS CONTRACTORS', SUBCONTRACTORS',
VENDORS', AGENTS' OR EMPLOYEES' ALLEGED FAILURE TO COMPLY WITH
THE ABOVE-REFERENCED LAWS CONCERNING DISABILITY DISCRIMINATION
IN THE PERFORMANCE OF THIS CONTRACT.
14.13. Conflict of Interest and Violations of Criminal Law.
14.13.1 Developer Safeguards.
Developer shall establish safeguards to prohibit its employees, board members, advisors
and agents from using positions for a purpose that is or gives the appearance of being motivated
by a desire for private gain for themselves or others, particularly those with whom they have
family,business or other ties. Developer shall disclose to City any conflict of interest or potential
conflict of interest described above, immediately upon discovery of such.
14.13.2 General Prohibition Against Conflicts of Interest.
No persons who are employees, agents, consultants, officers or elected officials or
appointed officials of City or of Developer who exercise or have 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 occupy a HOME Unit, 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, either for themselves or those with whom they have family or business ties,
during their tenure or for 1 year thereafter, unless they are accepted in accordance with the
procedures set forth at 24 C.F.R. Part 92.356.
14.13.2.1 Developer shall establish conflict of interest policies for Federal
Awards and shall provide such policies in writing to City in
accordance with the requirements of 2 CFR Part 200.112.
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14.13.3 Disclosure of Conflicts of Interest.
In compliance with 2 CFR Part 200.112, Developer is required to timely disclose to City
in writing any potential conflict of interest, as described in this Section.
14.13.4 Disclosure of Texas Penal Code Violations.
Developer affirms that it will adhere to the provisions of the Texas Penal Code which
prohibits bribery and gifts to public servants.
14.13.5 Disclosure of Federal Criminal Law Violations.
In compliance with 2 CFR Part 200.113, Developer is required to timely disclose to City
all violations of federal criminal law involving fraud, bribery or gratuity violations potentially
affecting this Agreement.
14.14 Labor Standards.
14.14.1 As applicable, Developer agrees to comply with the requirements of the
Secretary of Labor in accordance with the Davis-Bacon Act (40 U.S.C. 276a-7) as amended, the
provisions of Contract Work Hours and Safety Standards Act(40 U.S.C. 327 et seq.) and all other
applicable Federal, state and local laws and regulations pertaining to labor standards insofar as
those acts apply to the performance of this Contract. Developer agrees to comply with the
Copeland Anti-Kick Back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the
United States Department of Labor at 29 CFR Part 5. Developer shall maintain documentation
that demonstrates compliance with hour and wage requirements of this Contract and HOME
Regulations. Such documentation shall be made available promptly to City for review upon
request.
14.14.2 Developer agrees that, except with respect to the rehabilitation or construction
of residential property containing less than 12 units assisted with HOME funds, all contractors
engaged under contract 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 of the
Department of Labor under 29 CFR Parts 1, 3, 5 and 7 governing the payment of wages and ratio
of apprentices and trainees to journey workers; provided that, if wage rates higher than those
required under these regulations are imposed by state or local law, nothing hereunder is intended
to relieve Developer of its obligation, if any, to require payment of the higher wage. Developer
shall cause or require to be inserted in full, in all such contracts subject to such regulations,
provisions meeting the requirements of this paragraph.
14.14.3 If Davis-Bacon is applicable, Developer shall provide City access to employee
payrolls,contractor and subcontractor payrolls and other wage information for persons performing
construction of the Required Improvements. Payrolls must be submitted to the Neighborhood
Services Department with each Reimbursement Request, and must be available to Neighborhood
Services Department staff upon request. In addition, Developer shall ensure that City will have
access to employees, contractors and subcontractors and their respective employees in order to
conduct onsite interviews with laborers and mechanics. Developer shall inform its contractors and
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subcontractors that City staff or federal agencies may conduct periodic employee wage interview
visits during construction of the project to ensure compliance.
14.15 Subcontracting with Small and Minority Firms, Women's Business
Enterprises and Labor Surplus Areas.
14.15.1 For procurement contracts $50,000.00 or larger, Developer agrees to abide by
City's policy to involve Minority Business Enterprises and Small Business Enterprises and to
provide them equal opportunity to compete for contracts for construction,provision of professional
services, purchase of equipment and supplies and provision of other services required by City.
Developer agrees to incorporate the City's BDE Ordinance, and all amendments or successor
policies or ordinances thereto, into all contracts and subcontracts for procurement $50,000.00 or
larger,and will further require all persons or entities with which it so contracts to comply with said
ordinance.
14.15.2 It is national policy to award a fair share of contracts to disadvantaged business
enterprises ("DBEs"), small business enterprises ("SBEs"), minority business enterprises
("MBEs"), and women's business enterprises ("WBEs"). Accordingly, affirmative steps must be
taken to assure that DBEs, SBEs, MBEs, and WBEs are utilized when possible as sources of
supplies, equipment, construction and services.
14.15.3 In order to comply with the reporting requirements of 24 CFR Part 92.508
(a)(7)(ii), Developer must submit the form attached hereto as Exhibit "K"—
MBE Reporting Form for each contract or subcontract with a value of$25,000
or more paid, or to be paid, with HOME funds. This form shall be submitted
with the final Reimbursement Request.
14.16 Other Laws.
The failure to list any federal, state or City ordinance, law or regulation that is applicable
to Developer does not excuse or relieve Developer from the requirements or responsibilities in
regard to following the law, nor from the consequences or penalties for Developer's failure to
follow the law, if applicable.
14.17 Assignment.
Developer shall not assign all or any part of its rights,privileges,or duties under
this Contract without the prior written approval of City. Any attempted assignment of same
without approval shall be void, and shall constitute a breach of this Contract.
14.18. Right to Inspect Developer Contracts.
It is agreed that City has the right to inspect and approve in writing any proposed contracts
between Developer and (i) its general contractor and subcontractors, including any lower tier
subcontractors engaged in any activity that is funded as part of the construction of the Required
Improvements, (ii) any vendor contracts arising out of the operation of the project, and (iii) any
third party contracts to be paid with HOME Funds,prior to any charges being incurred.
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14.19 Force Majeure
If Developer becomes unable, either in whole or part, to fulfill its obligations under this
Contract due to acts of God, strikes, lockouts, or other industrial disturbances, acts of public
enemies, wars, blockades, insurrections, riots, epidemics, earthquakes, fires, floods, restraints or
prohibitions by any court,board,department, commission or agency of the United States or of any
States, civil disturbances, or explosions, or some other reason beyond Developer's control
(collectively, "Force Majeure Event"), the obligations so affected by such Force Majeure Event
will be suspended only during the continuance of such event and the completion date for such
obligations shall be extended for a like period. Developer will give City written notice of the
existence, extent and nature of the Force Majeure Event as soon as reasonably possible after the
occurrence of the event. Failure to give notice will result in the continuance of the Developer's
obligation regardless of the extent of any existing Force Majeure Event. Developer will use
commercially reasonable efforts to remedy its inability to perform as soon as possible.
14.20 Survival.
Any provision of this Contract that pertains to Affordability Requirements, auditing,
monitoring, tenant income eligibility, record keeping and reports, City ordinances, the provisions
of Section 6.6 pertaining to SAM, or any HOME requirements, and any default and enforcement
provisions necessary to enforce such provisions, shall survive the termination of this Contract for
the longer of (i) 5 years after the termination date of this Contract, or (ii) 5 years after the
termination of the Affordability Period unless a different survival period is specifically set forth
herein, and shall be enforceable by City against Developer.
15. INDEMNIFICATION AND RELEASE.
DEVELOPER COVENANTS AND AGREES TO INDEMNIFY, HOLD
HARMLESS AND DEFEND, AT ITS OWN EXPENSE, CITY AND ITS OFFICERS,
AGENTS, SERVANTS AND 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 ASSERTED,ARISING OUT OF OR IN
CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED
PERFORMANCE OR NONPERFORMANCE OF THIS CONTRACT AND/OR THE
OPERATIONS, ACTIVITIES AND SERVICES OF THE PROJECT DESCRIBED
HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART, BY ALLEGED
NEGLIGENCE OF OFFICERS,AGENTS,SERVANTS,EMPLOYEES,CONTRACTORS
OR SUBCONTRACTORS OF CITY, AND DEVELOPER HEREBY ASSUMES ALL
LIABILITY AND RESPONSIBILITY OF CITY AND ITS OFFICERS, AGENTS,
SERVANTS, AND EMPLOYEES FOR ANY AND ALL CLAIMS OR SUITS FOR
PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY,INCLUDING DEATH,
TO ANY AND ALL PERSONS, OF WHATSOEVER KINDS OR CHARACTER,
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
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HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART BY ALLEGED
NEGLIGENCE OF OFFICERS,AGENTS,SERVANTS,EMPLOYEES,CONTRACTORS
OR SUBCONTRACTORS OF CITY. DEVELOPER LIKEWISE COVENANTS AND
AGREES TO AND DOES HEREBY INDEMNIFY AND HOLD HARMLESS CITY FROM
AND AGAINST ANY AND ALL INJURY, DAMAGE OR DESTRUCTION OF
PROPERTY OF CITY,ARISING OUT OF OR IN CONNECTION WITH ALL ACTS OR
OMISSIONS OF DEVELOPER, 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 DEVELOPER AND
CITY, THAT THE INDEMNITY PROVIDED FOR THIS SECTION INCLUDES
INDEMNITY BY DEVELOPER 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.
DEVELOPER AGREES TO AND SHALL RELEASE CITY, ITS AGENTS,
EMPLOYEES,OFFICERS AND LEGAL REPRESENTATIVES FROM ALL LIABILITY
FOR INJURY, DEATH, DAMAGE OR LOSS TO PERSONS OR PROPERTY
SUSTAINED IN CONNECTION WITH OR INCIDENTAL TO PERFORMANCE UNDER
THIS CONTRACT, EVEN IF THE INJURY, DEATH, DAMAGE OR LOSS IS CAUSED
BY CITY'S SOLE OR CONCURRENT NEGLIGENCE.
DEVELOPER SHALL REQUIRE ALL OF ITS CONTRACTORS AND
SUBCONTRACTORS TO INCLUDE IN THEIR CONTRACTS AND SUBCONTRACTS
A RELEASE AND INDEMNITY IN FAVOR OF CITY IN SUBSTANTIALLY THE SAME
FORM AS ABOVE.
16. WAIVER OF IMMUNITY BY DEVELOPER.
If Developer is a charitable or nonprofit organization and has or claims an immunity or
exemption(statutory or otherwise) from and against liability for damages or injury, including
death,to persons or property, Developer hereby expressly waives its rights to plead defensively
such immunity or exemption as against City. This section shall not be construed to affect a
governmental entity's immunities under constitutional, statutory or common law.
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17. INSURANCE AND BONDING.
Developer will maintain coverage in the form of insurance or bond in the amount of
$2,926,310.44, which is the total amount of the Loan, to insure against loss from the fraud, theft
or dishonesty of any of Developer's officers, agents, trustees, directors or employees. The
proceeds of such insurance or bond shall be used to reimburse City for any and all loss of HOME
Funds occasioned by such misconduct. To effectuate such reimbursement, such fidelity coverage
shall include a rider stating that reimbursement for any loss or losses shall name the City as a Loss
Payee.
Developer shall furnish to City, in a timely manner, but not later than 60 days after the
Effective Date, certificates of insurance as proof that it has secured and paid for policies of
commercial insurance as specified herein. If City has not received such certificates as set forth
herein, Developer shall be in default of the Contract and City may at its option, terminate the
Contract.
Such insurance shall cover all insurable risks incident to or in connection with the
execution, performance, attempted performance or nonperformance of this Contract. Developer
shall maintain, or require its general contractor to maintain, the following coverages and limits
thereof:
Commercial General Liability CGL) Insurance
$1,000,000 each occurrence
$2,000,000 aggregate limit
Business Automobile Liability Insurance
$1,000,000 each accident on a combined single-limit basis, or
$ 250,000 Property Damage
$ 500,000 Bodily Injury per person per occurrence
$2,000,000 Aggregate
Insurance policy shall be endorsed to cover"Any Auto" defined as autos owned,
hired and non-owned. Pending availability of the above coverage and at the discretion
of City,the policy shall be the primary responding insurance policy versus a personal
auto insurance policy if or when in the course of Developer's business as contracted
herein.
Workers' Compensation Insurance
Part A: Statutory Limits
Part B: Employer's Liability
$100,000 each accident
$100,000 disease-each employee
$500,000 disease-policy limit
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Note: Such insurance shall cover employees performing work on any and all projects
including but not limited to construction, demolition, and rehabilitation. Developer or its
contractors shall maintain coverages, if applicable. In the event the respective contractors
do not maintain coverage, Developer shall maintain the coverage on such contractor, if
applicable, for each applicable contract.
Additional Requirements
Such insurance amounts shall be revised upward at City's reasonable option and no more
frequently than once every 12 months, and Developer shall revise such amounts within 30 days
following notice to Developer of such requirements.
Developer will submit to City documentation that it, and its general contractor, have obtained
insurance coverage and have executed bonds as required in this Contract prior to payment of any
monies provided hereunder.
Where applicable and appropriate, 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 City.
The Workers' Compensation Insurance policy shall be endorsed to include a waiver of
subrogation, also referred to as a waiver of rights of recovery, in favor of City.
Any failure on part of City to request certificate(s) of insurance shall not be construed as a waiver
of such requirement or as a waiver of the insurance requirements themselves.
Insurers of Developer's insurance policies shall be licensed to do business in the state of Texas by
the Department of Insurance or be otherwise eligible and authorized to do business in the state of
Texas. Insurers shall be acceptable to 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 the foregoing insurance policies shall be at commercially reasonable levels,
and in no event exceed $100,000 per occurrence.
In the event there are any local, federal or other regulatory insurance or bonding requirements for
the project, and such requirehients exceed those specified herein,the former shall prevail.
Developer shall require its contractors to maintain applicable insurance coverages, limits, and
other requirements as those specified herein;and,Developer shall require its contractors to provide
Developer with certificate(s) of insurance documenting such coverage. Also, Developer shall
require its contractors to have City and Developer endorsed as additional insureds(as their interest
may appear) on their respective insurance policies where applicable and appropriate.
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Professional Liability coverage shall be in force and may be provided on a claim's made basis.
This coverage may also be referred to as Management Liability, and shall protect the insured
against claims arising out of alleged errors in judgment,breaches of duty and wrongful acts arising
out of their management duties.
Developer shall require its builder to maintain builders risk insurance at the value of the
construction.
18. CERTIFICATION REGARDING LOBBYING.
The undersigned Developer hereby certifies, to the best of its knowledge and belief, that:
No Federal appropriated funds have been paid or will be paid, by or on behalf of
Developer, 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 paid 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, Developer shall complete and submit Standard
Form-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 U.S.C.
Section 1352. 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.
Developer shall require that the language of this certification be included in all subcontracts
or agreements involving the expenditure of federal funds.
19. RELIGIOUS ORGANIZATION.
Developer shall comply with all applicable requirements as more particularly described in
24 CFR Part 5.109. No portion of the HOME Funds shall be used in support of any sectarian or
religious activity. In addition, there must be no religious or membership criteria for clients of a
HOME-funded unit.
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19.1. Separation of Explicitly Religious Activities.
Agency retains its independence and may continue to carry out its mission, including the
definition, development practice, and expression of its religious beliefs, provided that it does not
use HOME Funds to support or engage in any explicitly religious activities (including activities
that involve overt religious content such as worship, religious instruction, or proselytization), or
in any other manner prohibited by law.
19.2 Explicitly Religious Activities.
If Agency engages in explicitly religious activities (including activities that involve overt
religious content such as worship,religious instruction, or proselytization),the explicitly religious
activities must be offered separately,in time or location,from the programs or activities supported
by HOME Funds and participation must be voluntary for clients of a HOME-funded unit.
20. LITIGATION AND CLAIMS.
Developer shall give City immediate notice in writing of any action, including any
proceeding before an administrative agency, filed against Developer in conjunction with this
Contract or the project. Developer shall furnish immediately to City copies of all pertinent papers
received by Developer with respect to such action or claim. Developer shall provide a notice to
City within 10 days upon filing under any bankruptcy or financial insolvency provision of law.
21. NOTICE.
All notices required or permitted by this Contract must be in writing and shall be effective
upon receipt when(i)sent by U.S.Mail,with proper postage,certified mail return receipt requested
or by a nationally recognized overnight delivery service; and (iii) addressed to the other Party at
the address set out below or at such other address as the receiving Party designates by proper notice
to the sending Party.
City:
City Attorney's Office
200 Texas Street
Fort Worth, TX 76102
Attention: Vicki Ganske
Telephone: 817-392-7765
Copy to:
Neighborhood Services Department
200 Texas Street
Fort Worth, TX 76102
Attention: Chad LaRoque
Telephone: 817-392-2661
Developer:
Housing Channel, Inc.
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4200 South Freeway
Tower Suite 307
Fort Worth, TX 76115
Attention: Donna VanNess
Telephone: 817-924-5091
22. DEVELOPER HAS LEGAL AUTHORITY TO ENTER INTO CONTRACT.
Developer represents that it possesses the legal authority, pursuant to any proper,
appropriate and official motion,resolution or action passed or taken,to enter into this Contract and
to perform the responsibilities herein required.
23. COUNTERPARTS.
This Contract may be executed in multiple counterparts,each of which shall be considered
an original, but all of which shall constitute one instrument which may be sufficiently evidenced
by one counterpart.
24. IMMIGRATION NATIONALITY ACT.
Developer shall verify the identity and employment eligibility of its employees who
perform work under this Contract, including completing the Employment Eligibility Verification
Form (I-9). Upon request by City, Developer shall provide City with copies of all I-9 forms and
supporting eligibility documentation for each employee who performs work under this
Contract. Developer shall adhere to all Federal and State laws as well as establish appropriate
procedures and controls so that no services will be performed by any Developer employee who is
not legally eligible to perform such services. DEVELOPER SHALL INDEMNIFY CITY AND
HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE
TO VIOLATIONS OF THIS PARAGRAPH BY DEVELOPER, DEVELOPER'S
EMPLOYEES,SUBCONTRACTORS,AGENTS,OR LICENSEES.City,upon written notice
to Developer, shall have the right to immediately terminate this Contract for violations of this
provision by Developer."
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5. BOYCOTTING ISRAEL PROHIBITED.
Developer acknowledges that in accordance with Chapter 2270 of the Texas Government
Code,City is prohibited from entering into a contract with a company for goods or services unless
the contract contains a written verification from the company that it: (1) does not boycott Israel;
and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and
"company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas
Government Code. By signing this Contract, Developer certifies that Developer's signature
provides written verification to City that Developer: (1) does not boycott Israel; and(2) will not
boycott Israel during the term of this Contract.
[SIGNATURES APPEAR ON NEXT PAGE
;e
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IN WITNESS WHEREOF, the Parties have executed 4 duplicate originals of this Contract to be
effective as of the Effective D
ATTEST: �Oo��T� CITY OF FORT WORTH
Y.
i y SeOwV Fernando Costa, Assistant City Manager
�
i -28409 Dat 091 0 ate: 1442 17
Form 1295: 2017-271529
APPROV D AS TO FORM AND LEGALITY:
Jessica San,!rg A sis nt ty ttorney
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ens ri 1 per;ffGance and reporting requirements.
Avis Chaisso
HOUSING CHANNEL, INC. a Texas nonprofit
corporation
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By:
Dorm , res
Date: f 7'
OfNCIAL kECURO
CITY SECRETARY
HOME CHDO CONTRACT CSC No.42289 4"Amendment FT.NORTH,TX Rev. 11/21/2017
Housing Channel, Inc. Si nature Page
Beaty Street Apartments
EXHIBITS:
Exhibit "A"—Project Summary
Exhibit "A-1"—HUD Rent Limits
Exhibit "A-2"—Environmental Mitigation Action
Exhibit"A-3"—Scope of Rehabilitation Activities
Exhibit"B"—Budget
Exhibit"C"—Construction and Reimbursement Schedule
Exhibit"D"—Audit Requirements
Exhibit"E"—Loan Documents
Exhibit"F"—Reimbursement Forms
Exhibit "G"—Project Compliance Report: Rental Housing
Exhibit"H"—Federal Labor Standards Provisions—Davis-Bacon Requirements
Exhibit"I"—Section 3 Reporting Forms
Exhibit"J"—Standards for Complete Documentation
Exhibit"K" - MBE Reporting Form
HOME CHDO CONTRACT CSC No.42289 41 Amendment Rev. 11/28/2017
Housing Channel,Inc. Page 52
Beaty Street Apartments
EXHIBIT "A"
PROJECT SUMMARY
HOUSING CHANNEL,INC.
Capitalized terms not defined herein shall have meanings assigned to them in the Contract.
DESCRIPTION:
Developer will use HOME Funds for the costs to rehabilitate the Beaty Street Apartments, a low-
income approximately 2.85 acre 67-unit multifamily complex. The project consists of 11
residential buildings with 66 HOME Units including 26 one-bedroom, 32 two-bedroom, 4 three-
bedroom, and 4 four-bedroom units. There is also a unit for the on-site property manager and a
separate leasing office that includes a computer/business area.
Developer will be entitled to make Reimbursement Requests until 30 days after the Completion
Deadline.
In consideration for the HOME Funds, Developer agrees to provide the following information and
meet the following requirements;
• Designate all units in the project as Low HOME Units. HOME Rents will be charged in
accordance with the rents set forth in Exhibit "A-1" — HUD Rent Limits, published
annually by HUD, and shall not exceed the High HOME Rent limit.
• Submit Exhibit "G" - Project Compliance Report: Rental Housing regarding the
household income, size, race, ethnicity, gender of head of household, disability status, and
rental assistance type for the initial tenant of the first HOME Unit to be leased.
• If the 66 HOME Units do not qualify as affordable rental housing immediately upon lease-
up or at any time during the Affordability Period, the City may invoke any remedies
provided in the Contract or the Loan Documents.
• Submit a copy of its annual audit to City throughout the Affordability Period.
SPECIFIC PURPOSE:
The specific purpose of this project is to increase the availability of quality, accessible, affordable
housing for low and moderate income City residents.
PROJECT OBJECTIVES:
The project will provide 66 housing units affordable to households earning less than 50% of
AMI, of which all will be designated as Low HOME Units.
HOME CHDO CONTRACT CSC No.42289 41 Amendment Rev. 11/28/2017
Housing Channel,Inc. Exhibits Page 1
Beaty Street Apartments
EXHIBIT"A-I"
HUD RENT LIMITS
HOUSING CHANNEL,INC.
a.3.DaeRRTLa.Nx or eoa o4/u/2D17
STRTE: TEZRS --------------------- 201'1 S ---------------------
4
---________________4 PER60N 5 PERSON 6 PS — 7 9aS-'+ON 8 PSASON
Cellaga 8eatlon-8xyan, TE MSR
304 L 12701 14500 16300 18101 19550 21000 2245023900
VERY ZAR.SNCOME 21150 24200 121 30200 32650 35050 3711 39900
nax6 23360 29640 52640 36290 39100 46060 940 488
IAN ZNCOME 33850 35650 63500 46300 52200 56050 59900 63801
Coipue cbiistl, —SOD Metro sent
300 LI1¢TS 13100 14950 16800 18650 20150 21650 23150 24"0
O6v 21750 24350 2]950 31050 33550 96050 38550 41000
609 LITS O 26100 29820 33540 31260 40260 43260 4626. 49200
LO8—0- 3480. 39000 44]50 49700 53'/00 571D0 61650 65650
Aransas Cuvnty TA SOD Mauro STIR Axaa
11500 13150 14800 16400 17750 19050 20350 21650
VEA4LLORTINCOME 19150 21650 24600 27300 29500 317.0 33900 36050
609 L 2290. 26220 29520 32]60 35400 35040 90680 43260
LOIP INCC!ffi 30600 35000 39350 437 D0 47200 50700 34200 57]00
Da]1aa. SZ 800 Metro Pam
309 LIMITS 15900 17600 19800 22000 23800 25550 2]300 29050
VSA4 LOR
1N0O6ffi 25700 29400 33050 96740 39650 42620 95550 48450
606 L 30340 35280 39660 44040 47580 51120 59660 56190
L01P INcz 4110D 47 D00 52850 -7- 6340D I...D 72800 ]]500
Port AoitT Iiagtml Ta 90D Natio Sam Arcs
304 1II4ITS 15000 17150 12300 21400 23150 24850 26550 2825D
PER-LOF IN 1x95 25000 26600 32150 35701 33600 41450 44310 41150
6D9 L 30000 34320 38530 4284D 46320 49740 53160 56580
Lqf IDiCOl� 40000 45700 $1400 .1"D 61700 66250 70650 15400
Hood County, TE EOD Metro FIOt Ar
309 LaETB 13.5D 15800 17800 19750 21350 22950 24500 26100
—LGN iNOCddB 23100 26400 191DO 32950 35600 35230 41900 43500
.0.LIMITS 272 31660 95640 39540 42720 45900 49000 52200
LON IIiCC46a 36900 42200 47450 —DO 56950 61130 6535D 69600
Sonuracll County, T8 8Dn o YMR Area
X304 L 14150 16150 11150 20150 21600 23900 25000 26600
VERY LOH ZNCCNE 29500 26850 3.200 33550 36250 38950 41650 44300
609 L 28200 32220 36240 90260 43500 46740 49980 53160
LOI!INCOME 37600 43000 48350 53700 58000 62300 66600 70900
*Rent limits are published annually by HUD.
HOME CHDO CONTRACT CSC No.42289 41 Amendment Rev.11/28/2017
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Beaty Street Apartments
EXHIBIT "A-2"
ENVIRONMENTAL MITIGATION ACTION
HOUSING CHANNEL,INC.
Not Applicable
HOME CHDO CONTRACT CSC No.42289 41 Amendment Rev. 11/28/2017
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Beaty Street Apartments
EXHIBIT 6A-3"
SCOPE OF REHABILITATION ACTIVITIES
HOUSING CHANNEL,INC.
Rehabilitation activities for the project may include but not be limited to,the following*:
1) Interior Housing Unit Improvements
This category will include repair or replacement of flooring, cabinetry,plumbing or other fixtures,
appliances, interior doors, safety equipment, as well as painting and wall coverings, and any other
related interior housing unit improvements.
2) Exterior and Structural Improvements
This category will include such items as repair or replacement of roofs,fascia,gutters and building
stormwater drainage, brickwork, foundations, breezeways, walkways, stairways, railings,
balconies, porches, windows and exterior doors, screens, and any other related exterior or
structural improvements.
3) Mechanical System Improvements
This category will include such items as heating/ventilation/air conditioning (HVAC) systems,
insulation, electrical system upgrades or repairs, plumbing system upgrades or repairs, and any
other related mechanical system improvements.
4) Site Improvements
Driveways, parking lots, property entry and exit roadways, playgrounds, landscaping, drainage,
gates and fencing, and any other related site improvements.
5) Professional assessments, reports or studies necessary to complete the above improvements or
otherwise assess the physical condition of the entire project for other improvements that may be
needed in order to ensure the long-term sustainability and financial viability of the project
This category will include engineering or drainage inspections and assessments, architectural
inspections or assessments, or any other related assessments, reports or studies.
*The amount of the contingency in the Budget is based on the age of the buildings and other
improvements, the current condition of the project, and the needed repairs.
HOME CHDO CONTRACT CSC No.42289 41 Amendment Rev. 11/28/2017
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Beaty Street Apartments
EXHIBIT "B"
BUDGET
HOUSING CHANNEL, INC.
Beaty Street Apartments Project
Total Cost: $1,815,715.93
Project HOME Funds Awarded: $1,815,715.93
HOME Funds will be paid only as reimbursement for eligible expenses.
Development Budget
Use of Funds Source of Funds
Predevelopment Cost HOME$ OTHER$ SOURCE OF TOTAL$
OTHER
FUNDS FUNDS FC..FNDS FUNDS
-1 2 (1+2)
1.Market Study
2.Feasibit ty preliminary work write-up,
cost estimates, design)
3. Other
Total Predevelopment Cost(1+2=3)
Development Cost
5. Site Preparation (included in Line Item 6)
6. Construction Cost 871,350
7. Fence 10,300
8. Landscape 24,000
9. Contingency 179,504.93
10. Concrete 117,900
11. Roofing 67,975
12.Foundation 38,300
13. Construction Loan Interest
14.Property Survey
16. Real Estate Fees
18. Title&Recording Fees
19. Program Related Expenses
20. Construction Management Fee(8%) 90,386
21. Other Wells Fargo Loan Pavoff 416,000
Total Development Cost(Total of items 4-21)
Total Project Cost 1,815,715.93
*Developer will only be reimbursed for eligible expenses. The amounts are estimates and are subject to change.
HOME CHDO CONTRACT CSC No.42289 41 Amendment Rev. 11/28/2017
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Beaty Street Apartments
EXHIBIT "C"
CONSTRUCTION AND REIMBURSEMENT SCHEDULE
HOUSING CHANNEL, INC.
Phase Activity Beginning Week—subject to
weather permitting
PHASE I ACTIVITIES: Contract Signed
Rehab Buildings 1 &2 Permits, Parking lot,Interior& 3/1/2018
Exterior repairs,fence,HVAC
PHASE I DEADLINE: AMOUNT$361,100
5/1/2018 1st Payment*
'
PHASE II ACTIVIITES: Parking lot, interior&exterior rehab 5/1/2018
Buildings 3 &4 HVAC,Electrical
Plumbing,Landscaping
PHASE II DEADLINE: 2°a Payment* AMOUNT$222,075
7/01/2018
PHASE III ACTIVIITES: Parking lot,Plumbing,Elect.
Buildings 5 & 6 HVAC 7/01/2018
Foundation repairs
Laundry room rehab
PHASE III DEADLINE: 31 Payment* AMOUNT$260,200
9/01/2018
PHASE IV ACTIVIITES: Interior&Exterior rehab,HVAC 9/01/2018
Buildings 7& 8 Foundation repairs,Elect. Plumbing _
PHASE IV DEADLINE: 4"Payment* AMOUNT$152,450
11/01/2018
PHASE V ACTIVITIES:
Buildings 9& 10 Parking lot,Foundation repair 11/01/2018
Interior&Exterior rehab, Plumbing
Elect.
PHASE V DEADLINE:
FINAL PAYMENT** AMOUNT$134,000
1/01/2019
CONSTRUCTION TOTAL $1,129,825
CONSTRUCTION $90,386
MANAGEMENT FEE***
*Developer will only be reimbursed for eligible expenses. The amounts are estimates and are subject to change.
**Developer must submit Complete Documentation with Reimbursement Request to City within 60 days from
each of the abovementioned deadlines in order to be reimbursed. Failure to timely submit Reimbursement
Requests and Complete Documentation along with any required reports shall be an event of default.
***If milestone is reached before the Phase completion date,reimbursement will be made when the milestone
percentage is reached and the City is provided all required documentation.
HOME CHDO CONTRACT CSC No.42289 4t'Amendment Rev. 11/28/2017
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EXHIBIT "D"
AUDIT REQUIREMENTS
HOUSING CHANNEL, INC.
HOME CHDO CONTRACT CSC No.42289 41 Amendment Rev. 11/28/2017
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Beaty Street Apartments
EXHIBIT "D"
AUDIT REQUIREMENTS
FORT WORTH HOUSING FINANCE CORPORATION
Beaty Street Apartments Project
CITY OF FORT WORTH NEIGHBORHOOD SERVICES DEPARTMENT AUDIT
REQUIREMENTS
Organizations expending $750,000 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-133, or other standard
set forth in the Contract if applicable, if they expended funds for only one federal program as listed in the
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
OMB Circular A-133 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 Governments, 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 Affairs 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.
HOME CHDO CONTRACT CSC No.42289 4t'Amendment Rev. 11/28/2017
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Beaty Street Apartments
The following items should be submitted to the City of Fort Worth Internal Audit Department within the
required timeframe:
Due 60 days after organization's fiscal year end in the year that the project was completed:(required for all subrecipients).
Completed Audit Certification Form
Due within the earlier of 30 days after receipt of the auditor's report or nine months after the end of the audit 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
Two copies of management's comments on all findings, recommendations, and questioned
costs contained in the audit report and management letter, including a detailed 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 organization's contract(s) and eligibility for future funding.
If the organization does not meet the requirements of having a single/program audit conducted, records
must still be kept available for review or audit by City staff(OMB A-133 Subpart B Sec 200(d).
If additional information is needed concerning the audit requirements, please call (817) 392-6141.
HOME CHDO CONTRACT CSC No.42289 4t`Amendment Rev. 11/28/2017
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Beaty Street Apartments
CITY OF FORT WORTH
NEIGHBORHOOD SERVICES 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 Auditing Standards
❑ Notes to the General Purpose or Basic Financial Statements of the Organization
❑ Opinion/Report on Schedule of Expenditures of Federal and State Awards
❑ 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 with the audit report. Two copies of
comments by management concerning all findings and recommendations included in management letter,
including a corrective action plan.
HOME CHDO CONTRACT CSC No.42289 4t'Amendment Rev. 11/28/2017
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Beaty Street Apartments
CITY OF FORT WORTH NEIGHBORHOOD SERVICES DEPARTMENT
Audit Certification Form
Subrecipient: Fiscal Year Ending:
Month Day Year
❑ We have exceeded the federal expenditure threshold of$750,000. We will have our Single Audit or Program Specific
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 $750,000 federal expenditure threshold required for a Single Audit or a Program Specific Audit
to be performed this fiscal year.(Fill out schedule below)
Must be filled out if Single Audit or Program Audit is not required.-
Federal Expenditure Disclosure
Federal Funds
Pass Through Program Name& Contract
Federal Grantor Grantor CFDA Number Number Exnenditures
Total Federal Expenditures for this Fiscal Year $
Printed Name Title(Must be CFO,CEO or equivalent)
Authorized Signature(Must be CFO,CEO or equivalent) Phone Number Date
Failure to submit this or a similar statement or failure to submit a completed single audit package as described in the
audit requirements by the required due date will result in suspension of funding and will affect eligibility for future funding.
Submit this form to the City of Fort Worth Neighborhood Services Department within 60 days after the end of your fiscal year.
HOME CHDO CONTRACT CSC No.42289 4a'Amendment Rev. 11/28/2017
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Beaty Street Apartments
EXHIBIT "E"
LOAN DOCUMENTS
HOUSING CHANNEL, INC.
To be inserted at a later date.
HOME CHDO CONTRACT CSC No.42289 4h Amendment Rev. 11/28/2017
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Beaty Street Apartments
EXHIBIT "F"
REIMBURSEMENT FORMS
HOUSING CHANNEL,INC.
HOME CHDO CONTRACT CSC No.42289 41h Amendment Rev. 11/28/2017
Housing Channel,Inc. Exhibits Page 13
Beaty Street Apartments
Attachment I
INVOICE
Developer: HOUSING CHANNEL,INC.
Address:
City, State,Zip:
Project: Beaty Street Apartments
Tax ID Number
Phase Number:
Amount
This Invoice Cumulative to Date ;
Developer's Certification: I certify that the costs incurred are valid and consistent with the terms and
conditions of the contract between City and Agency. By signing this invoice,I certify that to the best of my
knowledge and belief the data included in this report is true and accurate. It is acknowledged that the
provision of false information could leave the certifying official subject to the penalties of federal,state,and
local law.
Original Signature and Date:
Name:
Title:
HOME CHDO CONTRACT CSC No.42289 41 Amendment Rev. 11/28/2017
Housing Channel,Inc. Exhibits Page 14
Beaty Street Apartments
Attachment II
City of Fort Worth
Neighborhood Services Department
Expenditure Worksheet
Developer: Housing Channel,Inc.
Project: Beaty Street Apartments
ine No. Date Check No. Payee or Beneficiarv* ,,� Description* Amount
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
Total
HOME CHDO CONTRACT CSC No.42289 41 Amendment Rev. 11/28/2017
Housing Channel,Inc. Exhibits Page 15
Beaty Street Apartments
EXHIBIT"G"
PROJECT COMPLIANCE REPORT: RENTAL HOUSING
HOUSING CHANNEL,INC.
PROJECT COMPLIANCE REPORT:RENTAL HOUSING
prej-N—
R.P." From:
21H7 HOME PI011—".4.im-R.'M
aw.b"
Priona No.:
HOME CHDO CONTRACT CSC No.42289 4'Amendment Rev.11/28/2017
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Beaty Street Apartments
EXHIBIT "H"
FEDERAL LABOR STANDARD PROVISIONS - DAVIS-BACON REQUIREMENTS
HOUSING CHANNEL,INC.
HOME CHDO CONTRACT CSC No.42289 411 Amendment Rev. 11/28/2017
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Beaty Street Apartments
Exhibit "Hff
Federal Labor Standards Provisions U.S.Department of Housing
and Urban Development
Office of Labor Relations
Applicability (1) The work to be performed by the classification
The Project or Program to which the construction work requested Is not performed by a classification In the wage
covered by this contract pertains is being assisted by the determination;and
United States of America and the following Federal Labor (2) The classification is utilized in the area by the
Standards Provisions are included in this Contract construction industry; and
pursuant to the provisions applicable to such Federal (3) The proposed wage rate. Including any bona fide
assistance. fringe benefits, bears a reasonable relationship to the
A. 1. (1) Minimum Wages. All laborers and mechanics wage rates contained In the wage determination.
employed or working upon the site of the work,will be paid
unconditionally and not less often than once a week, and (b) If the contractor and the laborers and mechanics to be
employed in the classification (it known), or their
without subsequent deduction or rebate on any account representatives. and HUD or its designee agree on the
(except such payroll deductions as are permitted by classification and wage rate (Including the amount
regulations Issued by the Secretary of Labor under the designated for fringe benefits where appropriate), a report
Copeland Act (29 CFR Part 3), the full amount of wages of the action taken shall be sent by HUD or its designee to
and bona fide fringe benefits (or cash equivalents thereof) the Administrator of the Wage and Hour Division,
due at time of payment computed at rales not less than Employment Standards Administration,U.S. Department of
those contained in the wage determination of the Labor, Washington, D.C. 20210. The Administrator, or an
Secretary of Labor which is attached hereto and made a authorized representative, will approve, modify, or
part hereof, regardless of any contractual relationship disapprove every additional classification action within 30
which may be alleged to exist between the contractor and days of receipt and so advise HUD or Its designee or will
such laborers and mechanics. Contributions made or notify HUD or Its designee within the 30-day period that
costs reasonably anticipated for bona fide fringe benefits additional time is necessary. (Approved by the Office of
under Section I(b)(2) of the Davis-Bacon Act on behalf of Management and Budget under OMB control number 1215-
laborers or mechanics are considered wages paid to such 0140.)
laborers or mechanics,subject to the provisions of 29 CFR
5.5(a)(1)(iv); also, regular contributions made or costs (c) In the event the contractor,the laborers or mechanics
Incurred for more than a weekly period (but not less often to be employed in the classification or their
than quarterly) under plans, funds, or programs, which representatives, and HUD or its designee do not agree on
cover the particular weekly period, are deemed to be the proposed classification and wage rate (including the
constructively made or incurred during such weekly period. amount designated for fringe benefits, where appropriate).
HUD or its designee shall refer the questions, including
Such laborers and mechanics shall be paid the appropriate the views of all interested parties and the recommendation
wage rate and fringe benefits on the wage determination of HUD or its designee, to the Administrator for
for the classification of work actually performed, without determination. The Administrator, or an authorized
regard to skill, except as provided in 29 CFR 5.5(a)(4). representative,will issue a determination within 30 days of
Laborers or mechanics performing work in more than one receipt and so advise HUD or Its designee or will notify
classification may be compensated at the rate specified for HUD or its designee within the 30-day period that
each classification for the time actually worked therein: additional time is necessary. (Approved by the Office of
Provided, That the employer's payroll records accurately Management and Budget under OMB Control Number
set forth the time spent in each classification in which 1215-0140.)
work is performed. The wage determination(including any
additional classification and wage rates conformed under (d) The wage 9 rate (including fringe benefits where
29 CFR 5.5(s)(1)(it) and the Davis-Bacon poster (WH- appropriate) determined pursuant to subparagraphs
1321)shall be posted at all times by the contractor and its (1)(ii)(b) or (c) of this paragraph, shall be paid to all
subcontractors at the site of the work In a prominent and workers performing work In the classification under this
accessible, place where It can be easily seen by the contract from the first day on which work is performed in
workers. the classification.
(11) (a) Any class of laborers or mechanics which is not (111) Whenever the minimum wage rale prescribed in the
listed In the wage determination and which is to be contract for a class of laborers or mechanics includes a
employed under the contract shall be classified in fringe benefit which is not expressed as an hourly rate,the
conformance with the wage determination. HUD shall contractor shall either pay the benefit as stated in the
approve an additional classification and wage rate and wage determination or shall pay another bona fide fringe
fringe benefits therefor only when the following criteria benefit or an hourly cash equivalent thereof.
have been met- (Iv) If the contractor does not make payments to a trustee
or other third person, the contractor may consider as part
form HU0 4010(08/2009)
Previous editions are obsolete Page 1 of 5 ret Handbook 13".1
HOME CHDO CONTRACT CSC No.42289 41 Amendment Rev. 11/28/2017
Housing Channel,Inc. Exhibits Page 18
Beaty Street Apartments
of the wages of any laborer or mechanic the amount of any communicated in writing to the laborers or mechanics
costs reasonably anticipated in providing bona fide fringe affected, and records which show the costs anticipated or
benefits under a plan or program. Provided, That the the actual cost incurred in providing such benefits.
Secretary of Labor has found, upon the written request of Contractors employing apprentices or trainees under
the contractor, that the applicable standards of the Davis- approved programs shall maintain written evidence of the
Bacon Act have been met. The Secretary of Labor may registration of apprenticeship programs and certification of
require the contractor to set aside in a separate account trainee programs, the registration of the apprentices and
assets for the meeting of obligations under the plan or trainees, and the ratios and wage rates prescribed in the
program. (Approved by the Office of Management and applicable programs. (Approved by the Office of
Budget under OMB Control Number 1215-0140.) Management and Budget under OMB Control Numbers
2. Withholding. HUD or its designee shall upon its own 1215-0140 and 1215-0017.)
action or upon written request of an authorized (ii) (a) The contractor shall submit weekly for each week
representative of the Department of Labor withhold or in which any contract work is performed a copy of all
cause to be withheld from the contractor under this payrolls to HUD or Its designee if the agency is a party to
contract or any other Federal contract with the same prime the contract, but if the agency is not such a party, the
contractor or any other Federally-assisted contract contractor will submit the payrolls to the applicant
subject to Davis-Bacon prevailing wage requirements, sponsor, or owner, as the case may be,for transmission to
which is held by the same prime contractor so much of the HUD or its designee. The payrolls submitted shall set out
accrued payments or advances as may be considered accurately and completely all of the information required
necessary to pay laborers and mechanics, including to be maintained under 29 CFR 5.5(a)(3)(i)except that full
apprentices, trainees and helpers, employed by the social security numbers and home addresses shall not be
contractor or any subcontractor the full amount of wages included on weekly transmittals. Instead the payrolls shall
required by the contract In the event of failure to pay any only need to Include an individually Identifying number for
laborer or mechanic, including any apprentice, trainee or each employee (e.g..the last four digits of the employee's
helper employed or working on the site of the work, all or social security number). The required weekly payroll
part of the wages required by the contract. HUD or its information may be submitted in any form desired.
designee may, after written notice to the contractor Optional Form WH-347 is available for this purpose from
sponsor, applicant, or owner take such action as may be the Wage and Hour Division Web site at
necessary to cause the suspension of any further httn://www.dol.oov/esalWhdlform3lwh347instr.htm or Its
payment, advance, or guarantee of funds until such successor site. The prime contractor is responsible for
violations have ceased. HUD or its designee may, after the submission of copies of payrolls by all subcontractors.
written notice to the contractor, disburse such amounts Contractors and subcontractors shall maintain the full
withheld for and on account of the contractor or social security number and current address of each
subcontractor to the respective employees to whom they covered worker and shall provide them upon request to
are due. The Comptroller General shall make such HUD or its designee if the agency Is a party to the
disbursements in the case of direct Davis-Bacon Act contract, but if the agency Is not such a party, the
contracts. contractor will submit the payrolls to the applicant
3. (I) Payrolls and basic records. Payrolls and basic sponsor, or owner, as the case may be,for transmission to
records relating thereto shall be maintained by the HUD or its designee,the contractor, or the Wage and Hour
contractor during the course of the work preserved for a Division of the Department of Labor for purposes of an
period of three years thereafter for all laborers and investigation or audit of compliance with prevailing wage
mechanics working at the site of the work. Such records requirements. It is not a violation of this subparagraph for
shall contain the name, address, and social security a prime contractor to require a subcontractor to provide
number of each such worker his or her correct addresses and social security numbers to the prime
classification, hourly rates of wages paid (including rates contractor for Its own records, without weekly submission
of contributions or costs anticipated for bona fide fringe to HUD or Its designee. (Approved by the Office of
benefits or cash equivalents thereof of the types described Management and Budget under OMB Control Number
in Section I(b)(2)(B) of the Davis-bacon Act), dally and 1215-0149.)
weekly number of hours worked, deductions made and (b) Each payroll submitted shall be accompanied by a
actual wages paid. Whenever the Secretary of Labor has 'Statement of Compliance,' signed by the contractor or
found under 29 CFR 5.5 (a)(1)(iv) that the wages of any subcontractor or his or her agent who pays or supervises
laborer or mechanic include the amount of any costs the payment of the persons employed under the contract
reasonably anticipated in providing benefits under a plan and shall certify the following:
or program described in Section I(b)(2)(B) of the Davis- (1) That the payroll for the payroll period contains the
Bacon Act, the contractor shall maintain records which information required to be provided under 29 CFR 5.5
show that the commitment to provide such benefits is
enforceable, that the plan or program is financially under
the appropriate information, andt such
being maintained
under 29 CFR 5.5(a)(3)(i), and that such information is
responsible, and that the plan or program has been correct and complete;
Previous adKions are obso Me form HUW01tt(06f2009)
Page 2 of 5 ret Handbook 1344,1
HOME CHDO CONTRACT CSC No.42289 4h Amendment Rev. 11/28/2017
Housing Channel,Inc. Exhibits Page 19
Beaty Street Apartments
(2) That each laborer or mechanic (including each helper is not registered or otherwise employed as stated above,
apprentice, and trainee) employed on the contract during shall be paid not less than the applicable wage rale on the
the payroll period has been paid the full weekly wages wage determination for the classification of work actually
earned. without rebate, either directly or indirectly, and performed. In addition, any apprentice performing work on
that no deductions have been made either directly or the job site in excess of the ratio permitted under the
indirectly from the full wages earned, other than registered program shall be paid not less than the
permissible deductions as set forth in 29 CFR Part 3: applicable wage rate on the wage determination for the
(3) That each laborer or mechanic has been paid not less work actually performed. Where a contractor is performing
than the applicable wage rates and fringe benefits or cash construction on a project in a locality other than that in
equivalents for the classification of work performed, as which its program is registered, the ratios and wage rates
specified in the applicable wage determination (expressed in percentages of the journeyman's hourly
incorporated into the contract. rate) specified in the contractor's or subcontractor's
(c) The weekly submission of a properly executed registered program shall be observed. Every apprentice
must be paid at not less than the rate specified in the
certification set forth on the reverse side of Optional Form
registered program for the apprentice's level of progress,
WH-347 shall satisfy the requirement for submission of the expressed as a percentage of the journeymen hourly rate
`Statement of Compliance' required by subparagraph specified in the applicable wage determination.
A.3.(il)(b).
Apprentices shall be paid fringe benefits in accordance
(d) The falsification of any of the above certifications may with the provisions of the apprenticeship program. If the
subject the contractor or subcontractor to civil or criminal apprenticeship program does not specify fringe benefits,
prosecution under Section 1001 of Title 18 and Section apprentices must be paid the full amount of fringe benefits
231 of Title 31 of the United States Code. listed on the wage determination for the applicable
(Ili) The contractor or subcontractor shall make the classification. If the Administrator determines that a
records required under subparagraph A.3.(i) available for different practice prevails for the applicable apprentice
inspection, copying, or transcription by authorized classification,fringes shall be paid in accordance with that
representatives of HUD or its designee or the Department determination. In the event the Office of Apprenticeship
of Labor, and shall permit such representatives to Training. Employer and Labor Services, or a State
interview employees during working hours on the job. If Apprenticeship Agency recognized by the Office,
the contractor or subcontractor fails to submit the required withdraws approval of an apprenticeship program, the
records or to make them available, HUD or its designee contractor will no longer be permitted to utilize
may. after written notice to the contractor, sponsor apprentices at less than the applicable predetermined rate
applicant or owner take such action as may be necessary for the work performed until an acceptable program is
to cause the suspension of any further payment, advance, approved.
or guarantee of funds. Furthermore, failure to submit the (II) Trainees. Except as provided in 29 CFR 5.16,
required records upon request or to make such records trainees will not be permitted to work at less than the
available may be grounds for debarment action pursuant to predetermined rate for the work performed unless they are
29 CFR 5.12. employed pursuant '.to and individually registered In a
4. Apprentices and Trainees. program which has received prior approval, evidenced by
(f) Apprentices. Apprentices will be permitted to work at formal certification by the U.S. Department of Labor
less than the predetermined rate for the work they Employment and Training Administration. The ratio of
Performed when they are employed pursuant to and trainees to journeymen on the job site shall not be greater
Individually registered in a bona fide apprenticeship than permitted under the plan approved by the
program registered with the U.S. Department of Labor Employment and Training Administration. Every trainee
Employment and Training Administration, Office of must be paid at not less than the rate specified In the
Apprenticeship Training, Employer and Labor Services, or approved program for the trainee's level of progress,
with a State Apprenticeship Agency recognized by the expressed as a percentage of the journeyman hourly rate
Office, or if a person is employed in his or her first 90 specified in the applicable wage determination. Trainees
days of probationary employment as an apprentice in such shall be paid fringe benefits in accordance with the
an apprenticeship program, who is not individually provisions of the trainee program, if the trainee program
registered In the program, but who has been certified by does not mention fringe benefits, trainees shall be paid
the Office of Apprenticeship Training, Employer and Labor the full amount of fringe benefits listed on the wage
Services or a State Apprenticeship Agency (where determination unless the Administrator of the Wage and
appropriate)to be eligible for probationary employment as Hour Division determines that there is an apprenticeship
an apprentice. The allowable ratio of apprentices to program associated with the corresponding journeyman
journeymen on the job site in any craft classification shall wage rate on the wage determination which provides for
not be greater than the ratio permitted to the contractor as less than full fringe benefits for apprentices. Any
to the entire work force under the registered program. Any employee listed on the payroll at a trainee rate who is not
worker listed on a payroll at an apprentice wage rate, who registered and participating in a training plan approved by
Previous editions are obsolete form HU0 40 O(OtH2O09)
Page 3 of 5 ref.Handbook 1344.1
HOME CHDO CONTRACT CSC No.42289 41 Amendment Rev. 11/28/2017
Housing Channel,Inc. Exhibits Page 20
Beaty Street Apartments
the Employment and Training Administration shall be paid awarded HUD contracts or participate In HUD programs
not less than the applicable wage rate on the wage pursuant to 24 CFR Part 24.
determination for the work actually performed. In addition, (11) No part of this contract shall be subcontracted to any
any trainee performing work on the job site In excess of person or firm Ineligible for award of a Government
the ratio permitted under the registered program shall be contract by virtue of Section 3(a) of the Davis-Bacon Act
paid not less than the applicable wage rate on the wage or 29 CFR 5.12(a)(1) or to be awarded HUD contracts or
determination for the work actually performed. In the participate in HUD programs pursuant to 24 CFR Part 24.
event the Employment and Training Administration
III) The penalty for making false statements is prescribed
withdraws approval of a training program, the contractor in the U.S. Criminal Code, 18 U.S.C. 1001. Additionally,
will no longer be permitted to utilize trainees at less than
U.S. Criminal Code, Section 1 ra 0, Title 18, U.S.C.,
the applicable predetermined rate for the work performed "Federal Housing Administration transactions', provides in
until an acceptable program is approved.
part: "Whoever, for the purpose of influencing In any
(III) Equal employment opportunity. The utilization of way the action of such Administration...,, makes, utters or
apprentices,trainees and journeymen under 29 CFR Part 5 publishes any statement knowing the same to be false.....
shall be in conformity with the equal employment shall be fined not more than $5,000 or imprisoned not
opportunity requirements of Executive Order 11246. as more than two years,or both.'
amended, and 29 CFR Part 30. 11. Complaints, Proceedings, or Testimony by
5. Compliance with Copeland Act requirements. The Employees. No laborer or mechanic to whom the wage,
contractor shall comply with the requirements of 29 CFR salary, or other labor standards provisions of this Contract
Part 3 which are incorporated by reference in this contract are applicable shall be discharged or in any other manner
6. Subcontracts. The contractor or subcontractor will discriminated against by the Contractor or any
insert in any subcontracts the clauses contained in subcontractor because such employee has filed any
subparagraphs 1 through 11 in this paragraph A and such complaint or instituted or caused to be instituted any
other clauses as HUD or Its designee may by appropriate proceeding or has testified or is about to testify In any
instructions require, and a copy of the applicable proceeding under or relating to the labor standards
prevailing wage decision, and also a clause requiring the applicable under this Contract to his employer
subcontractors to Include these clauses in any lower tier B. Contract Work Hours and Safety Standards Act The
subcontracts. The prime contractor shall be responsible provisions of this paragraph B are applicable where the amount of the
for the compliance by any subcontractor or lower tier prime contract exceeds $100,000. As used In this paragraph, the
subcontractor with all the contract clauses in this terms"laborers'and'mechanics'include watchmen and guards.
paragraph.
(1) Overtime requirements. No contractor or subcontractor
7. Contract termination; debarment. A breach of the contracting for any part of the contract work which may require or
contract clauses in 29 CFR 5.5 may be grounds for involve the employment of laborers or mechanics shall require or
termination of the contract and for debarment as a permit any such laborer or mechanic in any workweek in which the
contractor and a subcontractor as provided in 29 CFR individual is employed on such work to work In excess of 40 hours in
5.12• such workweek unless such laborer or mechanic receives
8. Compliance with Davla-Bacon and Related Act Requirements. compensation at a rate not less than one and one-half times the basic
All rulings and interpretations of the Davis-Bacon and rate of pay for all hours worked in excess of 40 hours in such
Related Acts contained in 29 CFR Parts 1, 3, and 5 are workweek.
herein incorporated by reference in this contract
(2) Violation; liability for unpaid wages; liquidated
9. Disputes concerning labor standards. Disputes damages. In the event of any violation of the clause set
arising out of the labor standards provisions of this forth in subparagraph (1)of this paragraph, the contractor
contract shall not be subject to the general disputes and any subcontractor responsible therefor shall be liable
clause of this contract. Such disputes shall be resolved In for the unpaid wages. In addition, such contractor and
accordance with the procedures of the Department of subcontractor shall be liable to the United States (in the
Labor set forth in 29 CFR Parts 5, 6, and 7 Disputes case of work done under contract for the District of
within the meaning of this clause include disputes between Columbia or a territory, to such District or to such
the contractor (or any of its subcontractors) and HUD or territory), for liquidated damages. Such liquidated
its designee, the U.S. Department of Labor, or the damages shall be computed with respect to each individual
employees or their representatives. laborer or mechanic, including watchmen and guards.
10. (1) Certification of Eligibility. By entering into this employed in violation of the clause set forth in
contract the contractor certifies that neither it (nor he or subparagraph(1)of this paragraph, in the sum of$10 for each
she) nor any person or firm who has an interest in the calendar day on which such individual was required or permitted to
contractor's firm (s a person or firm ineligible to be work in excess of the standard workweek of 40 hours without payment
awarded Government contracts by virtue of Section 3(a)of of the overtime wages required by the clause set forth in sub
the Davis-Bacon Act or 29 CFR 5.12(a)(1) or to be paragraph(1)of this paragraph.
Previous editions aro obsolete forth HU0 4010(08/2009)
Page 4 of 5 fef.Handbook 1344.1
HOME CHDO CONTRACT CSC No.42289 41 Amendment Rev. 11/28/2017
Housing Channel,Inc. Exhibits Page 21
Beaty Street Apartments
(3) Withholding for unpaid wages and liquidated
damages. HUD or its designee shall upon its own action
or upon written request of an authorized representative of
the Department of Labor withhold or cause to be withheld,
from any moneys payable on account of work performed by
the contractor or subcontractor under any such contract or
any other Federal contract with the same prime Contract,
or any other Federally-assisted contract subject to the
Contract Work Hours and Safety Standards Act which Is
held by the same prime contractor such sums as may be
determined to be necessary to satisfy any liabilities of
such contractor or subcontractor for unpaid wages and
liquidated damages as provided in the clause set forth In
subparagraph(2) of this paragraph.
(4) Subcontracts. The contractor or subcontractor shall
Insert in any subcontracts the clauses set forth in
subparagraph (1) through (4) of this paragraph and also a
clause requiring the subcontractors to Include these
clauses in any lower tier subcontracts. The prime
contractor shall be responsible for compliance by any
subcontractor or lower tier subcontractor with the clauses
set forth in subparagraphs (1) through (4) of this
paragraph.
C. Health and Safety. The provisions of this paragraph C are
applicable where the amount of the prime contract exceeds$100,000.
(1) No taborer or mechanic shall be required to work in
surroundings or under working conditions which are
unsanitary, hazardous, or dangerous to his health and
safety as determined under construction safety and health
standards promulgated by the Secretary of Labor by
regulation.
(2) The Contractor shall comply with all regulations
Issued by the Secretary of Labor pursuant to Title 29 Part
1920 and failure to comply may result In imposition of
sanctions pursuant to the Contract Work Hours and Safety
Standards Act. (Public Law 91-54, 83 Stat 98). 40 USC
3701 at sea.
(3) The contractor shall include the provisions of this
paragraph In every subcontract so that such provisions will
be binding on each subcontractor The contractor shall
take such action with respect to any subcontractor as the
Secretary of Housing and Urban Development or the
Secretary of Labor shall direct as a means of enforcing
such provisions.
Previous edNt ns aro obsolete fain MU AMO
Page 5 of 5 ref.Handlxwk 1344.1
HOME CHDO CONTRACT CSC No.42289 4th Amendment Rev. 11/28/2017
Housing Channel,Inc. Exhibits Page 22
Beaty Street Apartments
EXHIBIT "I"
SECTION 3 REPORTING FORMS
HOUSING CHANNEL,INC.
HOME CHDO CONTRACT CSC No.42289 41 Amendment Rev. 11/28/2017
Housing Channel,Inc. Exhibits Page 23
Beaty Street Apartments
EXMIT "r
Section 3 Sumtne ry Report OUS Apptorai NW. 2s29-00a3
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HOME CHDO CONTRACT CSC No.42289 41 Amendment Rev. 11/28/2017
Housing Channel,Inc. Exhibits Page 24
Beaty Street Apartments
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HOME CHDO CONTRACT CSC No.42289 41 Amendment Rev. 11/28/2017
Housing Channel,Inc. Exhibits Page 25
Beaty Street Apartments
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HOME CHDO CONTRACT CSC No.42289 41"Amendment Rev. 11/28/2017
Housing Channel,Inc. Exhibits Page 26
Beaty Street Apartments
EXHIBIT "J"
STANDARDS FOR COMPLETE DOCUMENTATION
HOUSING CHANNEL,INC.
FoRTWORTH.
Standard of Documentation for Reimbursement of Development Costs
Type Documentation Standard
Ar4uki�of Vacant lots Notice to Beller(date must be on or before the date of options agreement
or sales contract and signed by the buyer and seller)
• Recorded Deed of Trust
• Purchase Agreement w/Required HUD language
• Master Settlement Statement
• Appmlsnf or other document used to dewmhe purcluse price
• Proof of Payment jbank statement cancel":ed check'
F,�oec�Engineer, •
Landscaping,Surveys,Appraisals, Invoice should include_
Environmental,legal Fees,Other date;
Consultants,Etc-) company's letterhead;
address for which service is provided;
description of service(s)and item(s);
amount for itemized services;and
total amount
• Proof of Payment(ie.bank statement or cancelled check)
• If applicable,fully executed contract/service agreements and applicable
amendments
- Provide printout from www.sarn.eov verifying
contractor/subcontractor is not listed on the debarred and
suspension list
• If only a portion is being paid with City funds,then show calculation and
documentation of haw costs are allocated.
Neighboehood Services
FINAL as of4/24/2013 Pale 1
HOME CHDO CONTRACT CSC No.42289 41h Amendment Rev. 11/28/2017
Housing Channel,Inc. Exhibits Page 27
Beaty Street Apartments
FORT WORTH0.
Standards of Documentation for Reimbursement of Development Costs
Construction Costs(contractors& • Invoice
Subcordractorb) - Invoice should include:
date;
company's letterhead;
address for which service is provided;
description of service(s)and kem(s);
amount for itemized services;and
total amount
• Proof of Payment(ie.bank statement or cancelled check)
• Timesheero(s)Signed by Employee and Supervisor
- Activity Sheets)Signed by Employee and Supervisor
Pay Period Dates Should be Reflected
• Copy of applicable inspection report(s)conducted by HED Inspector
• Copy of executed agreements
- Provide printout from www.sxn_eov verifying
contractor/suboonntractar is nat listed on the debarred and
suspension fist
•
If only a portion is being paid with City funds,then show calculation and
documentation of how costs are allocated.
• For retainage for the prime contractor,lien waivers for the prune and all
subcontractors.
Materials Purchased by Developer Invoice
Invoice should include:
date;
comparys letterhead;
address where materials will be used;
description of service(s)and item(s);
cost by quantity;and
total amount
• Proof of Payment(i.e-bank meant"-'- check)
Neigbborbood Services
FINAL as of 4/24/2013 Page 2
HOME CHDO CONTRACT CSC No.42289 41 Amendment Rev. 11/28/2017
Housing Channel,Inc. Exhibits Page 28
Beaty Street Apartments
EXHIBIT"K"
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HOME CHDO CONTRACT CSC No.42289 41'Amendment Rev.11/28/2017
Housing Channel,Inc. Exhibits Page 29
Beaty Street Apartments
M&C Review Page 1 of 4
Official site of the C4 of Fat Worth,Texas
CITY COUNCIL AGENDA FOR_ T�TH
COUNCIL ACTION: Approved on 11/14/2017
REFERENCE 19BEATY STREET
DATE: 11/14/2017 NO.: C-28479 LOG NAME: APARTMENTS-ADDITIONAL
CHDO FUNDING
CODE: C TYPE: NOW PUBLIC NO
CONSENT HEARING:
SUBJECT: Authorize Change of Use and Expenditure of Additional HOME Investment Partnerships
Program Grant Funds in the Amount of$1,538,640.93 to Housing Channel, Inc., Formerly
Known as Tarrant County Housing Partnership, Inc., in the Form of a Forgivable Loan for
a Total Amount of$2,926,310.44 of HOME Investment Partnerships Program Community
Housing Development Organization Funds, Approve Waiver of Certain Related
Development Fees Estimated at$40,000.00 for the Beaty Street Apartments Located in
the 5500 Block of Beaty Street, Authorize the Execution of a Contract Amendment, and
Authorize Substantial Amendment to the City's 2014-2015 and 2016-2017 Action Plan
and 2013-2018 Consolidated Plan (COUNCIL DISTRICT 5)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize a substantial amendment to the City's 2014-2015 and 2016-2017 Action Plans and 2013-
2018 Consolidated Plan, contingent upon successful completion of the federal public comment period;
2. Authorize the City Manager, or his designee, to substitute current and prior funding years in order to
meet commitment, disbursement and expenditure deadlines for grant funds from the United States
Department of Housing and Urban Development;
3.Authorize a change in use and expenditure of additional HOME Investment Partnerships Program
Grant funds in the amount of$1,319,708.93 to Housing Channel, Inc., formerly known as Tarrant
County Housing Partnership, Inc., in the form of a forgivable loan for the Beaty Street Apartments
located in the 5500 block of Beaty Street, contingent upon successful completion of the federal public
comment period;
4. Authorize a change in use and expenditure of previously unspent HOME Investment Partnerships
Program Grant funds dedicated for Uniform Relocation Assistance in the amount of$218,932.00 to
Housing Channel, Inc. in the form of a forgivable loan for the Beaty Street Apartments, contingent upon
successful completion of the federal public comment period;
5. Authorize the City Manager, or his designee, to execute an amendment to City Secretary Contract
No. 42289 and related documents with Housing Channel, Inc., including an extension of the contract
term for two additional one year periods if Housing Channel, Inc., requests an extension and such
extension is necessary for completion of the project;
6.Approve the waiver of certain related development fees estimated at$40,000.00 for the Beaty Street
Project; and
7. Find that the waiver of such fees serves to carry out the public purpose of providing quality,
accessible, affordable housing for low and moderate-income households in accordance with the City's
Comprehensive Plan and Annual Action Plan and that adequate controls are in place through the
http://apps.cfwnet.org/council_packet/mc review.asp?ID=25312&councildate=11/14/2017 11/22/2017
M&C Review Page 2 of 4
contract to carry out such public purpose.
DISCUSSION:
City Council awarded grant funds and contracts to Tarrant County Housing Partnership, Inc. (TCHP),
now known as Housing Channel, Inc., for the acquisition and redevelopment of the Beaty Street
Apartments located in the 5500 block of Beaty Street just north of East Lancaster Avenue. City
Council approved the following United States Department of Housing and Urban Development(HUD)
grant funding for the project: $1,699,755.00 in Neighborhood Stabilization Program funds(M&Cs
C-24344 and C-24455) and $1,000,000.00 in HOME Investment Partnerships Program (HOME)
Community Housing Development Organization (CHDO) grant funds (M&C C-25072). City executed
HOME CHDO contract amendments in the additional amount of$64,526.51 to assist TCHP with its
construction funding gap. On December 10, 2013, City Council approved an additional$265,000.00
of HOME CHDO Set-Aside Funds to meet HUD's federal Uniform Relocation Act(URA) requirements
(M&C C-26586). On June 14, 2016, City Council approved an additional $277,075.00 of HOME funds
for further rehabilitation of the project(M&C G-18760). To date,the City has allocated a total of
$1,606,601.51 in HOME funds for the project, and this M&C will allocate an additional$1,319,708.93
in HOME funds for a total of$2,926,310.44 for the project.
The original scope of the project consisted of the acquisition and rehabilitation of two multi-family
buildings and conversion of 73 units to 67 units. One smaller building was converted to a community
and leasing office. The additional HOME funds will be used to refinance the first lien loan from Wells
Fargo Bank in an approximate amount of$415,000.00 and provide additional funds for rehabilitation
of remaining buildings to meet HUD property standards as well as other eligible development
costs. After the refinance, the City will be the first lien lender for this property with a deferred,
forgivable HOME loan. This M&C will also authorize the extension of the contract term for two
additional one year periods. This allocation of funds will ensure that the City meets HUD's CHDO
Commitment deadline of November 30, 2017.
Housing Channel, Inc., intends to set aside 25 units in the project as Permanent Supportive Housing
(PSH) units which will assist the City in meeting its goal of ending chronic homelessness under its
Directions Home program. On November 7, 2017,the Fort Worth Housing Finance Corporation
(FWHFC) approved funding in the amount of$75,000.00 to pay for the supportive services for the 25
PSH units.
Staff recommends that the City waive fees estimated at$40,000.00 related to the rehabilitation of the
project that would otherwise be charged by the City including:
(i) all building permit, plan review, inspection and re-inspection fees; (ii) all zoning fees; (iii) all
temporary encroachment fees; (iv) all platting fees; (v) all fire, sprinkler and alarm permit fees; and
(vi)water, wastewater, and sewer connection/tap fees. All other fees charged or assessed by the
City, in accordance with applicable federal, state and local laws, ordinances, rules and regulations,
including, but not limited to transportation impact fees and water and sewer impact fees are not
waived and shall be fully payable by the Developer.
Staff recommends the waiver of the above listed fees as an appropriate tool that incentivizes and
promotes private financial participation with the City in its pursuit of the goals in the Comprehensive
Plan and the Annual Action plan for creating quality, accessible, affordable housing for low to
moderate-income persons. By maximizing the fiscal efficiency of the financial participation by a
private developer, the fee waivers will serve the public purpose of quality, accessible, affordable
housing for low and moderate-income families and individuals as well as assists the City in meeting
its HOME Match obligation for the City's HOME Program. The provisions of the HOME contract
establish adequate controls to ensure that the public purpose associated with these fee waivers is
carried out.
http://apps.cfwnet.org/council_packet/mc review.asp?ID=25312&councildate=11/14/2017 11/22/2017
M&C Review Page 3 of 4
The expenditure of the additional HOME funds is conditioned upon the following:
1. Receipt of grant funds from the United States Department of Housing and Urban Development
(HUD);
2. Satisfactory completion of an environmental review, pursuant to 24 CFR Part 58; and
3. Authorization to use grant funds from HUD.
All other terms of City Secretary Contract No. 42289 for the HOME funds will remain the
same.
The development will benefit low and moderate-income City citizens by providing them with quality,
accessible, affordable housing. A public comment period on the Substantial Amendment to the 2014-
2015 and 2016-2017 Action Plans, including the intent to change use and expend HOME funds, was
held September 29, 2017, to October 30, 2017. An additional comment period on the Substantial
Amendment to the 2013-2018 Consolidated Plan began on October 22, 2017. and will be completed
on November 20, 2017.Any comments are maintained by the Neighborhood Services Department in
accordance with federal regulations. Based on any comments received,the City Manager or his
designee will determine if the project will move forward.
This project is located in COUNCIL DISTRICT 5.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendations, funds will be
available in the current operating budget, as appropriated, of the Grants Operating Federal Fund.
This is a reimbursable grant.
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
FROM
Fund Department Account Project Program Acti ity Budget Reference# Amount
ID I I ID Year Chartfield 2
Submitted for City Manager's Office by: Fernando Costa (6122)
Originating Department Head: Aubrey Thagard (8187)
Avis Chaisson (6342)
Additional Information Contact: Alice Cruz (7322)
http://apps.cfwnet.org/council_packet/mc review.asp?ID=25312&councildate=11/14/2017 11/22/2017
M&C Review Page 4 of 4
ATTACHMENTS
BeatyStApt.pdf
Housing Channel Beaty 1295.pdf
http://apps.cfwnet.org/council_packet/mc review.asp?ID=25312&councildate=11/14/2017 11/22/2017
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
Complete Nos.1 q and 6 if there are interested R" OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are nn it . .. .. 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. 2017-271529
Housing Channel
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 is1011212017
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 services,goods,or other property to be provided under the contract.
Beaty 2017-18
Redevelopment of apartment community.
Nature of interest
4
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling I Intermediary
5 Check only if there is NO Interested Party.
X
6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct.
"4
M�71w�1�lYll�.` S?QS�YS�,
""rrrrg y ANNE H. NAPPS "f
i
Notary Public,State of Texas f '
Comm.Expires 09.23-2020 f grra of autlra ed aggnt-61 contractin -Iru4 ness entity
Notary ID 130833886
AFF NV
Sworn to and subscribed before me,by the saidk)W\0eQl5 ,this the uf - '
201:,to certify which,witness my hand and seal of office.
Signature of officer atlrnmist.rin oath Printed name of officer adminisielirrih oath Title of admin iWing oath
Forms provided by Texas Ethics Commission vrww.elhics,state.tx.us Version V1.0.3337