HomeMy WebLinkAboutContract 50028 RECEIVED
DEC 21 2011
CITY SECRETARY
crrY of FoRrwo�t CONTRACT
NON0.
MYSEC ITE OF TEXAS § --�
COUNTY OF TARRANT §
This contract("Contract")is made and entered into by and between the City of Fort Worth
(hereafter"City") and Tarrant County Samaritan Housing, Inc. (hereafter"Developer"), a Texas
non-profit corporation. 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 Housing Opportunities for Persons with AIDS Program
("HOPWA"), Program No. TX-H-16-17002, Catalog of Federal Domestic Assistance No. 14.241,
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 HOPWA pursuant to the AIDS Housing Opportunity
Act,as amended,42 U.S.C. 131 et seq. and its accompanying regulations,24 CFR Part 574 et seq.,
is to benefit low and moderate income individuals and families with HIV/AIDS by providing them
with affordable housing;
WHEREAS, Developer is the primary provider of housing to persons with AIDS in the
City and proposes to use HOPWA funds for an eligible project under the HOPWA Regulations,
whereby Developer will rehabilitate, its 60 unit single room occupancy rental facility which it has
operated since 1996;
WHEREAS, in 2004. Developer became a Community Housing Development
Organization("CHDO")and was awarded$25,000.00 of the City's HOME CHDO set-aside funds
to be used as part of the funding for the rehabilitation of the single room occupany facility (M&C
C-20411, City Secretary Contract No. 31335). In 2005, Developer was awarded approximately
$7,000,000.00 of low income housing tax credits by the Texas Department of Housing and
Community Affairs for the rehabilitation of the single room occupancy facility and construction
of new buildings with one-, two- and three-bedroom residential units along with administrative
offices and parking;
WHEREAS, the Project Owner of the tax credit project, which includes all of the various
buildings and improvements housing Developer's operations,is Hemphill Samaritan,L.P.,a Texas
limited partnership. Developer is the sole member of the general partner of Hemphill Samaritan,
L.P. Samaritan Housing Property, Inc., a Texas non-profit corporation and an affiliate of
Developer, is the owner of the lot on which the single room occupancy facility is situated. It has
leased the lot to Developer which in turn has subleased the lot, as Uh1,qnd1Qrd. Hem hill
Samaritan, L.P. as subtenant. OFFICIAL RECORD
CITY SECRETARY
FT.WORM,TX
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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.
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:
Act means the AIDS Housing Opportunity Act, as amended, 42 U.S.C. 131 et seq. and its
accompanying regulations, 24 CFR Part 574 et seq.
Affordable Rent means a rent amount that is fair and reasonable for the market, as determined by
the City.
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.
Complete Documentation means the following documentation as applicable:
1. Attachments I and II, 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.
I
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.
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3. Complete Documentation shall meet the standards described in Exhibit "J" — Standards
for Complete Documentation.
Completion means the substantial completion of the Required Improvements as evidenced by a
Neighborhood Services Department Minimal Acceptable Standard Inspection report, HUD
Compliance Inspection Report and any other applicable final inspection approval from the City
showing that the Required Improvements have met City, HOPWA and applicable HUD standards.
Completion Deadline means May 30, 2018.
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 HOPWA 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 their
respective signatures.
Fort Worth Housing Solutions means the Texas municipal housing authority located in Fort
Worth, Texas.
HOPWA means the Housing Opportunities for Persons with AIDS program.
HOPWA 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 as well as having a diagnosis of HIV/AIDS.
The definition of annual income to determine tenant income eligibility shall be the definition at 24
CFR Part 5.609, as amended from time to time.
HOPWA Funds means the HOPWA grant funds supplied by City to Developer under the terms
of this Contract.
HOPWA Regulations means the federal regulations codified at 24 CFR Part 574 et seq.
HOPWA Requirements means (i) completion of the Required Improvements located on the
Property, and(ii)ensuring that during the Performance Period,(a)the HOPWA Units are occupied
by HOPWA Eligible Households, (b) Tenant Documentation is collected from all tenants in
compliance with the Contract and the HOPWA Regulations,and(c)onsite supportive services are
provided to all HOPWA Eligible Households, and(iii)Developer meets all of the requirements of
this Contract,the Loan Documents, and the HOPWA Regulations.
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HOPWA Unit means a housing unit subject to the HOPWA Regulations leased to a HOPWA
Eligible Household at Affordable Rent for the duration of the Performance Period.
This project contains 60 HOPWA Units, all of which are SRO units.
Housing Tag Credits means the federal housing tax credits allocated by the Texas Department of
Housing and Community Affairs under Section 42(h) of the Internal Revenue Code of 1986, as
amended.
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 HOPWA 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 Performance Requirements during the Performance
Period, as the same may from time to time be extended, amended, restated, supplemented or
otherwise modified.
LURA means Land Use Restriction Agreement filed against the Property by TDHCA.
Neighborhood Services Department means the City's Neighborhood Services Department.
Performance Period means the period of time that HOPWA Units must be leased to HOPWA
Eligible Households for Affordable Rent.
The Performance Period for this project is 3 years. The Performance Period begins on the
date that the project status is changed to "complete" in IDIS.
Performance Requirements means the HOPWA Units remain occupied by HOPWA Eligible
Households paying Affordable Rent throughout the Performance Period in accordance with the
terms of this Contract and the HOPWA Regulations.
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 HOPWA 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.
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Property means the lot 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 the rehabilitation of a 60 unit SRO building
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 building. The street address of the SRO building
is 928 S. Jennings Ave., Fort Worth, TX 76104. The SRO building is a part of Developer's rental
complex and administrative offices commonly known as "Samaritan House".
Reimbursement Request means all reports and other documentation described in Section 10.
SRO mean single room occupancy, the type of rental housing units operated by Developer in the
building.
Section 504 requirements means the requirements of Section 504 of the Rehabilitation Act of
1973 to provide accessible housing to persons with disabilities.
Subordination Agreement means the Subordination Agreement among Developer's construction
and permanent financing lender, Developer and City outlining the relative priorities of the
construction and permanent loan and the City's Loan for the project.
TDHCA means the Texas Department of Housing and Community Affairs.
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 HOPWA Eligible Household as well as
having at least one household member show proof of diagnosis or HIV/AIDS. 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 year of the Performance Period.
3. TERM AND EXTENSION.
3.1 Term of Contract.
The term of this Contract commences on the Effective Date and terminates in 1 year 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.
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3.3 Term of Loan.
The term of the Loan shall commence on the date of the Promissory Note and terminates
at the end of the Performance Period, so long as the terms and conditions of this Contract and the
Loan Documents have been met.
4. DUTIES AND RESPONSIBILITIES OF CITY.
4.1 Provide HOPWA Funds.
City shall provide $341,964.22 of HOPWA Funds in the form of the Loan for part of the
rehabilitation of the Property and 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 Performance Period, but no less than annually.
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 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 construction contracts and 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 written cost estimates for the construction of the Required Improvements to determine that
such costs are reasonable. 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 HOPWA Funds.
5.2.1 Costs in Compliance with HOPWA Regulations and Contract.
Developer shall be reimbursed for eligible project costs with I10PWA Funds only if City
determines in its sole discretion that:
5.2.1.1 Costs are eligible expenditures in accordance with the HOPWA
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 HOPWA 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 HOPWA 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 HOPWA 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 HOPWA Funds to supplement rather
than supplant funds otherwise available for the project.
5.3 Payment of HOPWA Funds to Developer.
HOPWA 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. As more particularly described in the HOPWA Funds Budget, City
will hold back $10,000.00 of the HOPWA Funds until City verifies that an adequate number of
HOPWA Units have been leased to HOPWA Eligible Households. It is expressly agreed by the
Parties that any HOPWA Funds not reimbursed to Developer shall remain with City.
5.3.1 City, in its sole discretion,may authorize a certain number of HOPWA Units to be
vacant for a reasonable length of time.
5.4 Identify Project Expenses Paid with HOPWA Funds.
Developer will keep accounts and records in such a manner that City may readily identify
and account for project expenses reimbursed with HOPWA 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 HOPWA Funds.
Within 90 days of Completion, Developer shall sign an acknowledgement that City has
paid all HOPWA Funds due under this Contract,or shall deliver a document executed by an officer
of Developer identifying all or any portion of the HOPWA Funds that City has not paid to
Developer. Once City has met all of its obligations for payment of HOPWA 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
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Deed of Trust encumbering the Property. No HOPWA Funds will be paid or reimbursed until the
Deed of Trust is recorded.
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 Ensure City's lien is subordinate only to the senior indebtedness
described in the Subordination Agreement, if applicable, and to the
Declaration of Restrictive Covenant described in Section 5.6.2. 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 There shall be no interest charged on the Loan, so long as the
Performance Requirements are met.
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 HOPWA Regulations including
but not limited to the Performance Requirements and other HOPWA
requirements. The Deed of Trust shall secure both repayment of the
HOPWA Funds and performance by Developer of its obligations under
this Contract during the Performance Period.
5.6.1.10 Except for permanent loan conversion with Developer's permanent
lender, 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 other applicable requirements of
the HOPWA Regulations, which approval shall not be unreasonably
withheld, conditioned or delayed.
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5.6.1.11 Default under the LURA, the Developer's permanent loan, the City's
HOME loan, or the terms of the Declaration of Restrictive Covenant
shall be considered a default of the Loan.
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.
5.6.1.13 The Parties acknowledge (i)that the project is part of a prior tax credit
project and is subject to all TDHCA requirments for tax credit projects
including the LURA, and the permanent loan or loans for the project
executed by Hemphill Samaritan, L.P.; (ii) that the Property is subject
to a deed of trust from Developer to the City securing a note for
$25,000.00 of HOME funds, which deed of trust is subordinate to the
permanent loan or loans for the tax credit project; and (iii) that the
Property is subject to the terms, provisions and conditions of a ground
lease between Developer and Samaritan Housing Property, Inc. and the
terms of a sublease between Developer as sublandlord and Hemphill
Samaritan, LP as subtenant. Developer acknowledges that it is
responsible for any notification of the Loan to the parties listed herein
(or others as the case may be)required by the tax credit documents,the
permanent loan or loans documents or any other financing secured by
liens on the Property including guarantees connected with any financing
of the tax credit project. Developer agrees to notify City in writing of
any event of default or claim under any of the tax credit documents,the
permanent loan documents, the LURA or any other financing
documents for the tax credit project.
5.6.2 Declaration of Restrictive Covenant.
The project is a rehabilitation which involves costs that are less than or equal to 75% of
the value of the SRO building after rehabilitation and are considered a "non-substantial
rehabilitation"under the HOPWA Regulations. There is a 3 year minimum use requirement for
a non-substantial level of rehabilitation and HUD requires that a Declaration of Restrictive
Covenant be recorded against the Property to run for the 3 year minimum use period. The form of
the Declaration of Restrictive Covenant is attached as Exhibit"E-1"—Declaration of Restrictive
Covenant. The Restrictive Covenant shall be recorded at the same time as the Deed of Trust and
shall run concurrently with the term of the Deed of Trust.
5.7 Maintain Performance Requirements.
Developer shall ensure that the HOPWA Units shall be occupied by HOPWA Eligible
Households throughout the Performance Period as required by the HOPWA Regulations.
Developer must notify the City in writing within 30 days of either of the following occurrences:
(i) a HOPWA Unit is occupied by a tenant who is not a HOPWA Eligible Household, or (ii) a
HOPWA Unit remains vacant for more than 90 days. In the event that a HOPWA Unit is occupied
by a tenant who is not a HOPWA Eligible Household, Developer shall identify another HOPWA
Eligible Household at lease renewal. In the event that HOPWA Unit is vacant for more than 90
days,Developer must submit a marketing plan explaining Developer's plan to lease the vacant unit
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as quickly as is feasible. if either- (0 or (ii) takes plaee and is not ear-ed within the time limits
deser bed in this Seetion then Dovey,,.,- shall „ to City 10% of the Loan amount .,
liquidated damages. The Par-ties agree that City's aetual damages in the ff ent of eitheF (0
or- (ii) ha and remaining uneur-ed are uneer-tain and would be diffieult to aseer-tain
and ma 'L-11-4 a finding by HUD, a repayment of funds to HUD by City oF othem,ise
impaet the City's 140PVV-A grant or-other-federal grant funds. Therefore, the Par-ties agree
that payment under- this Seetion of 0
,16 of the Loan amount by Developer- to City is
liquidated damages and not a penalty.
5.8 Affordability Requirements Survive Transfer.
The HOPWA 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 Performance Period,
excluding a transfer due to condemnation or to obtain utility services,may at City's sole discretion
require the repayment of the HOPWA Funds unless the new owner or transferee affirmatively
assumes in writing the obligations established hereunder for the HOPWA Units for whatever time
remains of the Performance 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 HOPWA 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 Performance Requirements throughout the Performance 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 or the Completion Deadline shall be an event of default. Subject to
Section 14.19,Developer may not change the Construction Schedule without the Director's prior
written approval, which approval shall be in the Director's reasonable discretion.
6.1.1 Written Cost Estimates, Construction Contracts and Construction
Documents.
Developer shall furnish City with the written cost estimates, construction contracts and
construction documents(collectively,the"Construction Documents")all of which shall describe
the construction of the Required Improvements in sufficient detail so that City can perform
inspections. City shall review and approve written cost estimates and determine that costs are
reasonable prior to the commencement of construction.
6.1.2 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
Minimal Acceptable Standard Inspection report, a HUD Compliance Inspection Report and any
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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
HOPWA 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 Property Standards in 24 CFR Part 92.251(a), (ii) any applicable
accessibility standards, and(iii)any City property standards.
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.
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.
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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 Performance 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.
7. TENANT AND LEASE REQUIRMENTS; PROPERTY STANDARDS DURING
PERFORMANCE 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 HOPWA Units are
occupied by HOPWA Eligible Households. This Section shall survive the earlier termination
or expiration of this Contract and be applicable for the length of the Performance Period.
7.2 Eligibility Verification.
7.2.1 Developer must verify that all tenants of HOPWA Units are HOPWA Eligible
Households with full Tenant Documentation at the time the initial lease for a HOPWA Unit is
executed. Tenants must eeAify the amber-of people i tenant's household .,long YAth ,e
per-son's names and ages. Developer shall obtain finaneial information on all members of-ft
tenant's household.
7.2.2 Developer must verify the income of the tenants of the HOPWA Units annually
after the initial lease is executed. Notwithstanding the foregoing, Developer must verify the
income eligibility of all HOPWA Eligible Households with full Tenant Documentation every
year of the Performance Period.
7.2.3 Developer must maintain copies of Tenant Documentation as required under this
Contract.
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7.2.4 City will review Tenant Documentation during the Performance Period as part of
its monitoring.
7.2.5 Developer must submit a signed, dated statement that Developer's file on the
HOPWA Eligible Household contains documentation of the tenant's diagnosis of HIWAIDS. The
HIV/AIDS diagnosis must be made by a licensed health care provider; a tenant's self-certification
of diagnosis is not sufficient. Developer should not submit the actual diagnosis to City.
7.3 Tenant Lease.
7.3.1 Developer shall submit to City the form of its tenant lease prior to leasing any
HOPWA 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.
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.
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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 HOPWA Units.
Developer may not terminate the tenancy of a HOPWA Eligible Household in a HOPWA
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 HOPWA 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.
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 HOPWA 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 Performance Period.
7.5 Tenant Rent.
7.5.1 Rents charged to tenants of the HOPWA Units must meet fair market rent and rent
reasonableness standards as promulgated by HUD and are subject to review and approval by City
at initial lease up and prior to any rent increases. Developer agrees to abide by City's determination
of fair market rent and rent reasonableness.
7.5.2 City shall review the rents for compliance and approve or disapprove them every
year.
7.5.3 Any increase in rents for the HOPWA Units is subject to the provisions of any
outstanding leases for said units. Developer shall provide tenants of the HOPWA Units with not
less than 30 days prior written notice before implementing any increase in rents.
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:
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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
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
7.6.5.1 Within the prej eet to per-sons Fe �eessible unit
7.6.5.2 To per-seas on the waiting list aeeessible u
7:6r.5.3 To the generalper-sons0 .
7.6.5.4 Te per-seas that de not requir-e an aeeessible u
7.6.6 The tenant selection policy must (i) address the lease requirements described in
Section 7.3, (ii) address managing HOPWA 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 in substantial
compliance with the requirements of 24 CFR 92.351. 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
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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
HOPWA Units and the project sufficient to enable City to assess the results of the affirmative
marketing.
7.8 Property Inspections During Construction and Performance Period .
City shall inspect the project during the construction period for the rehabilitation of the
Required Improvements. Thereafter, City will inspect the HOPWA Units and common areas of
the project annually.
7.9 Proiect Maintenance and Inspections During Performance Period.
Developer shall ensure that the project is maintained in accordance with all applicable
HUD property standards for the duration of the Performance 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 HOPWA REQUIREMENTS.
Developer agrees to comply with all requirements of the HOPWA Program as stated in the
HOPWA Regulations, including, but not limited to the following:
8.1 Environmental Review.
HOPWA 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 Seetion will (i) eause this Contraet to terminate immediately; (io r-equiFe
Developer to repay to City any 140PVM Funds Feeeived and fei*it any future paymen
HOPMIA Funds; and (Ho DevelopeF ,S+ „ 10% of the 14OPWA Funds to-City—as
liquidated damages. The Par-ties agree that City's aetual damages in the event of Developer
violating this Seetion are uneertain and would be diffieult to aseertain and may inelud
finding by HUD, a repayment of funds to HUD by City or othe i i . 4 the City's
HOPWA gFaflt OF otheF FedeFal grant funds. Therefore, the Par-ties agree that IN �
0
penalty.-
8.1.1
enalty: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.
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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 HOPWA 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.
8.3. Monitoring.
8.3.1 Developer understands and agrees that it will be subject to monitoring by City for
compliance with the HOPWA Regulations, the terms of this Contract and the Loan Documents
during the Performance Period. Developer will provide reports and access to project files as
requested by City during the Performance 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 HOPWA Funds and the requirements of the HOPWA Regulations
during the Performance 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 including any monitoring by TDHCA. 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 Performance 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.
8.5 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.
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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 HOPWA Funds that
provides reasonable assurance that Developer is managing the HOPWA 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
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;
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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 Rights.
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 HOPWA 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 HOPWA Regulations during the
Performance Period. Developer shall monitor the services and work performed by its contractors,
subcontractors and vendors on a regular basis for compliance with the Performance Requirements,
the HOPWA Regulations and Contract provisions. Developer is responsible to cure all violations
of the HOPWA 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
HOPWA Regulations and Developer is responsible for such compliance regardless of whether
actions to fulfill the requirements of this Contract or the HOPWA 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 Performance Period and for 5 years
thereafter.
8.14 Payment and Performance Bonds.
Subject to the requirements of 2 CFR Part 200,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$341,964.22, which is the total amount of the Loan. At City's discretion,
other forms of performance assurance may be acceptable so long as they meet the requirements of
the HOPWA Regulations or other applicable federal requirements.
9. RECORD KEEPING, REPORTING AND DOCUMENTATION
REQUIREMENTS, RIGHT TO AUDIT.
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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
Performance 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 Performance
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 HOPWA 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
change, and the Parties shall execute an amendment to the Contract reflecting such change if
necessary.
9.4 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 Performance Period and for 5 years
thereafter, if City determines that such audit is necessary for City's compliance with the HOPWA
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
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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 HOPWA
FUNDS OR SPENT HOPWA 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
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
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CALENDAR DAYS OF THE COMPLETION DEADLINE.
10.3.3 Final Payment.
Developer shall not be reimbursed for Final Payment until it submits Exhibit "G"—HOPWA
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 9 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.
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 HOPWA 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 HOPWA 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 HOPWA Funds to Developer during the period that
any such report or documentation is not in compliance with this Contract or the HOPWA
Regulations.
11.2.2 If any of Developer's Reimbursement Requests are incomplete or otherwise not
in compliance with this Contract or the HOPWA 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
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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 HOPWA Funds to Developer during the period that any such
Reimbursement Request is not in compliance with this Contract or the HOPWA Regulations.
11.2.3 In the event of more than 2 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 HOPWA 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 HOPWA
Regulations, or during any period during which Developer is in default of this Contract.
11.2.5 In the event of termination under this Section 11.2,all HOPWA 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 HOPWA Funds already paid to Developer must be
repaid to City within 30 days of termination under this Section. Failure to repay such HOPWA
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
Performance 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 HOPWA 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 HOPWA
Funds paid to Developer must be repaid to City within 30 days of termination. Failure to
repay such HOPWA Funds will result in City exercising all legal remedies available to City
under this Contract and the Loan Documents.
11.4 In General.
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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 Performance Period.
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 HOPWA Funds for the activities.
11.4.2.4 Reprogram HOPWA Funds that have not yet been expended from
affected activities to other eligible activities or withhold HOPWA
Funds.
11.4.2.5 Direct Developer to reimburse City in any amount of HOPWA
Funds not used in accordance with the HOPWA Regulations.
11.4.2.6 Suspend reimbursement of HOPWA 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 HOPWA 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 HOPWA Funds already paid to Developer must
be repaid to City within 30 days of termination. Failure to repay such HOPWA 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.
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Developer understands and agrees that no HOPWA 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 HOPWA Funds in
compensation for work undertaken after the date of termination.
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 HOPWA 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
HOPWA Funds already paid to Developer must be repaid to City within 30 calendar days of
termination. Failure to repay such HOPWA 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, NEITHER DEVELOPER NOR ANY AFFILIATES OF DEVELOPER
SHALL BE CONSIDERED FOR ANY OTHER CITY CONTRACT FOR HOPWA FUNDS
FOR A MINIMUM OF 5 YEARS FROM THE DATE OF TERMINATION. This provisi
shall not appty to the investor-.
11.10.2 Developer may terminate this Contract if City does not provide the HOPWA
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 Contract, and no terms or obligations shall survive the date of termination,
including but not limited to,reporting, inspections or the Performance Period.
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11.11 Termination for Convenience.
In terminating in accordance with 2 CFR 200,Appendix I1,this Contract may be terminated
in whole or in part only as follows:
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
HOPWA 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 HOPWA 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 HOPWA Funds shall belong to City
and shall automatically transfer to City or to such assignees as City may designate.
11.14 Notice of Termination under Subordination Agreement.
City shall not terminate this Contract without first giving notice and opportunity to cure as
required in the Subordination Agreement.
11.15 Notiee to investor-of il.,l'a It
City shall fimiish T.wester- with ne fi e of., default ,.,der- tMs G.,a#arat at the aaare��
shown below-.
12. REPAYMENT OF HOPWA FUNDS.
All HOPWA Funds are subject to repayment in the event the project does not meet the
requirements as set out in this Contract or in the HOPWA Regulations. if Developer- takes any
aetion that Fesults in City being required to repay all oF any portion of the 14OPWA Funds
to HUD,Developer-agrees it will Feimbur-se City for sueh repayment. if Developer takes any
netion that results iR City Feeeiving a finding from HUD about the pr-ojeet, whether- or- a
repayment to 14UD is required of City,Developer-agrees it will pay City 0 of the 140P
Funds as liquidated damages. The Par-ties agree that City's damages in the event of eit
repayment to 14UD b i - - . d or-reeeiving a finding from HUD are uneer-tain and would
be diffieult to aseer-tain and may inelude an impaet on Q..,Is HOPMA grant OF other-Fede
tY
grant funds, in addition to a finding by 14UD yment of funds to 14UD by City.
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Therefore,the Par-ties agree that payment under this Seetion of 0 of the Loan amount by
Developer to City is liquidated damages and not a penalty,
13. MATERIAL OWNERSHIP CHANGE.
Subject to the terms of the Deed of Trust and transfers in accordance with Developer's
Limited Partnership Agreement, as may be amended and restated from time to time to admit
Investor Member or other members, or otherwise with City consent, 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 HOPWA 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 HOPWA Funds already paid to Developer must be repaid to City within 30
days of termination under this Section.
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.
Developer shall comply with all applicable requirements as more particularly described in 24
CFR Part 5.109.No portion of the HOPWA 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
HOPWA-funded property.
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14.4.1. Separation of Explicitly Religious Activities.
Developer 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 HOPWA 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.
14.4.2 Explicitly Religious Activities.
If Developer 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 HOPWA Funds and participation must be voluntary for HOPWA Eligible
Households of a HOPWA-funded service.
14.4.3 Required Notices.
If Developer constitutes a Faith-based organization under 24 CFR Part 5.109, Developer
must provide all HOPWA Eligible Households of a HOPWA-funded service with the notice
attached as EXHIBIT "M"—Notice of Beneficiary Rights. Such notice shall be provided to the
HOPWA Eligible Households prior to enrollment in any HOPWA-funded program or activity. In
addition, if a HOPWA Eligible Household or prospective HOPWA Eligible Household of a
HOPWA-funded service objects to the religious character of Developer, then Developer must
promptly undertake reasonable efforts to identify and refer the HOPWA Eligible Household or
prospective HOPWA Eligible Household to an alternate provider to which the HOPWA Eligible
Household or prospective HOPWA Eligible Household has no such objection,as more particularly
described in 24 CFR Part 5.109.
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.
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.
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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:
➢ Housing Opportunities for Persons with AIDS Regulations, as set out above
➢ Title VI of the Civil Rights Act of 1964 (42 U.S.C. Sections 2000d et seq.) including
provisions requiring recipients of federal assistance to ensure meaningful access by
person of limited English proficiency
➢ The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. Sections
3601 et seq.)
➢ Executive Orders 11063, 11246 as amended by 11375 and 12086 and as supplemented
by Department of Labor regulations 41 CFR, Part 60
➢ The Age Discrimination in Employment of 1967
➢ The Age 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")
➢ Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. Sections 794 et seq.) and 24
CFR Part 8 where applicable
➢ 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
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
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➢ 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
➢ 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.
14.11 HUD-Assisted Projects 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 seg.) 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 HOPWA 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"):
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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
U.S C. section 1701 u (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
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
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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
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,
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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 III, 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.
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:
f 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
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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 Name] 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[Contractor'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.
[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.
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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 HOPWA 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 HOPWA Unit, may obtain a financial interest or benefit from a HOPWA-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.
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
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that demonstrates compliance with hour and wage requirements of this Contract and HOPWA
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 HOPWA 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
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"—
HOPWA DEVELOPER RENTAL CONTRACT Rev. 12/12/2017
Tarrant County Samaritan Housing,Inc. Page 36
MBE Reporting Form for each contract or subcontract with a value of$25,000
or more paid, or to be paid, with HOPWA 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 HOPWA Funds,prior to any charges being incurred.
14.19 Force Maieure
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 HOPWA 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 Performance Period unless a different survival period is specifically set forth
herein, and shall be enforceable by City against Developer.
15. INDEMNIFICATION AND RELEASE.
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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
HIND 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 HINDS 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
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.
HOPWA DEVELOPER RENTAL CONTRACT Rev. 12/12/2017
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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.
17. INSURANCE AND BONDING.
Developer will maintain coverage in the form of insurance or bond in the amount of
$341,964.22, 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 HOPWA 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
HOPWA DEVELOPER RENTAL CONTRACT Rev. 12/12/2017
Tarrant County Samaritan Housing,Inc. Page 39
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
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.
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In the event there are any local, federal or other regulatory insurance or bonding requirements for
the project, and such requirements exceed those specified herein, the former shall prevail.
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.
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.
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19. 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.
20. 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 or Paige Mebane
Telephone: 817-392-7765 or 817-392-7618
Copies to:
Neighborhood Services Department
200 Texas Street
Fort Worth, TX 76102
Attention: Assistant Director
Telephone: 817-392-7540
Neighborhood Services Department
200 Texas Street
Fort Worth, TX 76102
Attention: Neighborhood Development Coordinator
Telephone: 817-392-7540-7322
Developer:
Tarrant County Samaritan Housing, Inc.
929 S. Hemphill St.
Fort Worth, TX 76104
Attention: Norbert White
President, Chief Executive Officer
Telephone: (817) 332-6410
Telephone: (817) 509-1690
HOPWA DEVELOPER RENTAL CONTRACT Rev. 12/12/2017
Tarrant County Samaritan Housing,Inc. Page 42
Copies to:
Samaritan Housing Property, Inc.
929 Hemphill St.
Fort Worth, TX 76104
LEGAL FIRM for Sam House
Attention:
Telephone:
21. 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.
22. INVESTOR'S RIGHT TO CURE.
The Parties agree that the Investor in the Housing Tax Credits shall have the right, but not
the obligation,to cure any default by or complete any obligation of the Developer under the Loan
Documents during the cure period or completion period provided therein, and the Parties hereto
agree to accept any such cure or completion tendered by the Investor.
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."
HOPWA DEVELOPER RENTAL CONTRACT Rev. 12/12/2017
Tarrant County Samaritan Housing,Inc. Page 43
25. 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]
HOPWA DEVELOPER RENTAL CONTRACT Rev. 12/12/2017
Tarrant County Samaritan Housing,Inc. Page 44
IN WITNESS WHEREOF, the Parties have executed 4 duplicate originals of this
Contract to be effective as of the Effective Date.
A TE CITY OF FORT WORTH
RT.�O By:
ity Secretary :' '� Fernando Costa, Assistant City Manager
M&C C-27866
Dated August 16, 201 V` ' * ate: i2//y/t 7
Form 1295: 2016-679
Contract Compliance Ma )(NIS
By signing I acknowledge that I am the person responsible
for the monitoring and administration of this contract,including
ensuring all performance and reporting requirements.
L'-w"
Name of Employee
,4c f.,C. I S��s. � pS,.�e O j&,!`1
Titles
APPROVED AS TO FQF0 AND LEGALITY:
f
Vicki S. Ganske, Senior Assistant City Attorney
TARRANT COUNTY SAMARITAN HOUSING,
INC.,
a Texas non-profit c poration
By: 4 , X
No ert, hit , President, CEO
Date: Z
llc�) 1 -7
OFFICIAL RECORD
CITY SECRETARYFT.WOR 9�'., o X
HOPWA DEVELOPER RENTAL CONTRACT Rev. 12/12/2017
Tarrant County Samaritan Housing,Inc. Signature Page
EXHIBITS:
Exhibit"A"—Project Summary
Exhibit "A-1"—HOPWA Certifications
Exhibit"A-2"—Environmental Mitigation Action
Exhibit"B"—Budget
Exhibit"C"—Construction and Reimbursement Schedule
Exhibit"D"—Audit Requirements—N/A
Exhibit"E"—Loan Documents
Exhibit"E-1"—Declaration of Restrictive Covenant
Exhibit "F"—Reimbursement Forms
Exhibit"G"—Project Compliance Report: Rental Housing
Exhibit"H"—Federal Labor Standards Provisions—Davis-Bacon Requirements—N/A
Exhibit"I"—Section 3 Reporting Forms
Exhibit"J"—Standards for Complete Documentation
Exhibit "K" - MBE Reporting Form
Exhibit"L"—Overview Report
Exhibit"M"—Notice of Beneficiary Rights
HOPWA DEVELOPER RENTAL CONTRACT Rev. 12/12/2017
Tarrant County Samaritan Housing,Inc. List of Exhibits Page
EXHIBIT "A"
PROJECT SUMMARY
TARRANT COUNTY SAMARITAN HOUSING, INC.
Capitalized terms not defined herein shall have meanings assigned to them in the Contract.
DESCRIPTION:
Developer will use HOPWA Funds for a portion of the costs to rehabilitate its 60 unit SRO building
located at 928 S. Jennings Ave.
ADDITIONAL HOPWA REQUIREMENTS:
After the rehabilitation of the SRO building, HOPWA Eligible Households will have access to
computer services, laundry facilities and mail services. Developer will provide onsite supportive
services to all HOPWA Eligible Households to include, but not be limited to:
• Addiction Counseling
• Meal Service
• Job Skills Training
• Life Skills Training
• Medication Dispensing
Developer will be entitled to make Reimbursement Requests until 60 days after the Completion
Deadline.
In consideration for the HOPWA Funds, Developer agrees to provide the following information
and meet the following requirements:
• Designate 5 Accessible Units in accordance with Section 504 requirements and the terms
of the Contract.
• 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 all HOPWA Eligible Households.
• CITY WILL WITHHOLD $10,000 OF THE HOPWA FUNDS UNTIL CITY
VERIFIES THAT AN ADEQUATE NUMBER OF HOPWA UNITS ARE LEASED TO
HOPWA ELIGIBLE HOUSEHOLDS.
• City, in its sole discretion, may authorize a certain number of HOPWA Units to be vacant
for a reasonable length of time. If the HOPWA Units are not occupied by a HOPWA
Eligible Household time during the Performance Period, City may invoke any remedies
provided in the Contract or the Loan Documents.
• Submit a copy of its annual audit and annual reports to TDHCA to City throughout the
Performance 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 with HIV/AIDS in Fort Worth. The project
will also significantly contribute to the stability of the operations and longevity of Samaritan
House.
PROJECT OBJECTIVES:
The project will provide 60 housing units affordable to households earning less than 80% of
AMI and with a HIV/AIDS diagnosis.
HOPWA DEVELOPER RENTAL CONTRACT—EXHIBITS Rev. 12/12/2017
Tarrant County Samaritan Housing,Inc. Page 1
EXHIBIT "A-1"
HOPWA CERTIFICATIONS
TARRANT COUNTY SAMARITAN HOUSING, INC.
CAPACITY CERTIFICATION:
I hereby certify that Developer will provide at a minimum the supportive services listed in Exhibit"A"of this
Contract and that Developer has the financial capacity to provide these services to all tenants for the entirety
of the Performance Period as required according to 24 CFR Part 574.310(a). Additionally, I certify that
Developer will not charge tenants for the cost of these supportive services.
Orgazliz-,tioii: TARRANT COUNTY SAMARITAN HOUSING,INC.
Name: _
Title:
Signature: Date:
HOPWA DEVELOPER RENTAL CONTRACT—EXHIBITS Rev. 12/12/2017
Tarrant County Samaritan Housing,Inc. Page 2
EXHIBIT "A-2"
ENVIRONMENTAL MITIGATION ACTION
TARRANT COUNTY SAMARITAN HOUSING,INC.
HOPWA Funds may be reimbursed for exempt activities; however, HOPWA funds will not be paid, and
costs cannot be incurred,until City has conducted and completed an environmental review of the proposed
project site as required under 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 property acquisition,demolition,movement,rehabilitation,
conversion, repair or construction until satisfactory completion of environmental review and receipt by
City of an authorization to use grant funds from HUD under 24 CFR Part 58.
Special conditions,procedures,and requirements identified for the project may include and are not limited
to mitigation of any adverse effects identified by the environmental review process. The special conditions,
procedures, and requirements may differ and are subject to approval by City and HUD.
Environmental Mitigations are as follows:
HUD STRONGLY RECOMMENDS NOISE ATTENUATION. THE WINDOWS THAT REQUIRE
ATTENTION WILL BE REPLACED WITH WINDOWS THAT WILL ADDRESS
WEATHERIZATION AND NOISE ATTENUATION.
City will provide Developer the executed environmental review record and certifications. Developer agrees
to abide by the special conditions, procedures, and requirements of the executed environmental review
certification approved by HUD.
HOPWA DEVELOPER RENTAL CONTRACT EXHIBITS Rev. 12/12/2017
Tarrant County Samaritan Housing,Inc. Page 3
EXHIBIT "B"
BUDGET
TARRANT COUNTY SAMARITAN HOUSING, INC.
HOPWA Funds Budget
Construction Costs $331,964.22
Holdback** $10,000.00
TOTAL $341,964.22
*Developer will only be reimbursed for eligible expenses. The amounts are estimates and are subject to change.
** City will hold back$10,000.00 of the HOPWA Funds until City verifies that an adequate number of
HOPWA Units are leased to HOPWA Eligible Households as well as the other requirements in Exhibit"C" -
Construction and Reimbursement Schedule.
HOPWA DEVELOPER RENTAL CONTRACT—EXHIBITS Rev. 12/12/2017
Tarrant County Samaritan Housing,Inc. Page 4
EXHIBIT "C"
CONSTRUCTION AND REIMBURSEMENT SCHEDULE
TARRANT COUNTY SAMARITAN HOUSING, INC.
Activity,,**** HOPWA Funds
PHASE I ACTIVITIES: Mobilization,Permitting, Contract Execution, and $34,000*
Construction Activities
PHASE I COMPLETED First Payment** $34,000*
by: 01/30/2018
PHASE II ACTIVIITES: Construction Activities and Exterior Lighting $64,375*
PHASE II COMPLETED Second Payment** $64,375*
by: 02/28/2018
PHASE III ACTIVIITES: Construction Activities $210,147*
PHASE III
COMPLETED by: Third Payment** $210,147*
03/28/2018
PHASE IV ACTIVITIES: Construction Activities $23,443.22*
PHASE IV
COMPLETED by: Fourth Payment** $23,443.22*
04/30/2018
PHASE V ACTIVITIES: Holdback and Lease-Up of HOPWA Units $10,000*
Prior to Reimbursement in Phase IV,the
following items must be submitted:
1. Rent Schedule for HOPWA Units. See
Section 7.5
2. Tenant Selection Policy. See Section 7.6
3. Affirmative Marketing Plan. See Section
PHASE V COMPLETED 7.7 $101000*
by: 05/30/2018
Prior to Reimbursement for Final Payment,
Exhibit "G" -Project Compliance Report: Rental
{ Housing must be submitted to City.
Final Payment** (Lease-Up of HOPWA
Units)***
TOTAL $341,965.22
*Developer will only be reimbursed for eligible expenses. The amounts and activities are estimates and
are subject to change.
HOPWA DEVELOPER RENTAL CONTRACT—EXHIBITS Rev. 12/12/2017
Tarrant County Samaritan Housing,Inc. Page 5
**Developer must submit Complete Documentation with Reimbursement Request, including the
contractor/subcontractor/vendor searches under the Federal System for Award Management
(www.sam.gov) 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.
****Expenses incurred prior to execution of this Contract will be allowed only at the sole discretion of
the City. Exterior Lighting expenses authorized or expended by the Developer on or after March 8,2017
are eligible for reimbursement by the City. No other expenses shall pre-date the Effective Date of this
Contract.
HOPWA DEVELOPER RENTAL CONTRACT—EXHIBITS Rev. 12/12/2017
Tarrant County Samaritan Housing,Inc. Page 6
EXHIBIT "D"
AUDIT REQUIREMENTS
TARRANT COUNTY SAMARITAN HOUSING,INC.
NOT APPLICABLE
HOPWA DEVELOPER RENTAL CONTRACT—EXHIBITS Rev. 12/12/2017
Tarrant County Samaritan Housing,Inc. Page 7
EXHIBIT "E"
LOAN DOCUMENTS
TARRANT COUNTY SAMARITAN HOUSING, INC.
HOPWA DEVELOPER RENTAL CONTRACT—EXHIBITS Rev. 12/12/2017
Tarrant County Samaritan Housing,Inc. Page 8
EXHIBIT "E-1"
DECLARATION OF RESTRICTIVE COVENANT
TARRANT COUNTY SAMARITAN HOUSING,INC.
HOPWA DEVELOPER RENTAL CONTRACT—EXHIBITS Rev. 12/12/2017
Tarrant County Samaritan Housing,Inc. Page 9
EXHIBIT "F"
REIMBURSEMENT FORMS
TARRANT COUNTY SAMARITAN HOUSING, INC.
HOPWA DEVELOPER RENTAL CONTRACT—EXHIBITS Rev. 12/12/2017
Tarrant County Samaritan Housing,Inc. Page 10
Attachment I
INVOICE
Developer: TARRANT COUNTY SAMARITAN HOUSING,INC.
Address:
City, State,Zip:
Project: Samaritan House SRO Rehab
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:
HOPWA DEVELOPER RENTAL CONTRACT—EXHIBITS Rev. 12/12/2017
Tarrant County Samaritan Housing,Inc. Page 11
Attachment II
City of Fort Worth
Neighborhood Services Department
Expenditure Worksheet
Developer: TARRANT COUNTY SAMARITAN HOUSING,INC.
Project: Samaritan House SRO Rehab
-ine,No.-...,,;Date,,.. Checl(No. . Payee orBeneficiary*__ Description* Amount,,.,, .n.,
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
HOPWA DEVELOPER RENTAL CONTRACT—EXHIBITS Rev. 12/12/2017
Tarrant County Samaritan Housing,Inc. Page 12
EXHIBIT"G"
PROJECT COMPLIANCE REPORT:RENTAL HOUSING
TARRANT COUNTY SAMARITAN HOUSING,INC.
CtJPN't'DATARRPORT
_.Appacy: Tmeaot Camay Sam 6twHave.I—
P 9— Facility Ooemtoro _...._. _._... ....
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AIL I
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HOPWA DEVELOPER RENTAL CONTRACT—EXHIBITS Rev.12/12/2017
Tarrant County Samaritan Housing,Inc. Page 13
EXHIBIT "H"
FEDERAL LABOR STANDARD PROVISIONS - DAVIS-BACON REQUIREMENTS
TARRANT COUNTY SAMARITAN HOUSING, INC.
NOT APPLICABLE
HOPWA DEVELOPER RENTAL CONTRACT—EXHIBITS Rev. 12/12/2017
Tarrant County Samaritan Housing,Inc. Page 14
EXHIBIT "I"
SECTION 3 REPORTING FORMS
TARRANT COUNTY SAMARITAN HOUSING,INC.
EDG TT
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HOPWA DEVELOPER RENTAL CONTRACT—EXHIBITS Rev. 12/12/2017
Tarrant County Samaritan Housing,Inc. Page 15
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HOPWA DEVELOPER RENTAL CONTRACT-EXHIBITS Rev. 12/12/2017
Tarrant County Samaritan Housing,Inc. Page 16
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HOPWA DEVELOPER RENTAL CONTRACT-EXHIBITS Rev. 12/12/2017
Tarrant County Samaritan Housing,Inc. Page 17
EXHIBIT "J"
STANDARDS FOR COMPLETE DOCUMENTATION
TARRANT COUNTY SAMARITAN HOUSING,INC.
FORTWORTH.
Standards of Documentation for Reimbursement of Develo nient Costs
Cwt Type documentation Standard
Acquisition of Vacant Lots Notice to Seller(date must be on or before the date of dons agreement
or sales contract and signed by the buyer and sea y
• Recorded Deed of Trust
• Purchase Agreement w/Required HUD language
• Master settlement Statement
• Appraisal or other document used to determine purchase price
• Proof of Payment bank staternent cancelled check
Soft Costs(Architect,Engineer, Invoice
Landscaping,Surveys,Appraisals, - Invoice should include:
Environmental,Legal fees,Other date;
Consultants,Ett) 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.bark statement or cancelled check)
• If applicable,fatly executed contract/service agreements and applicable
amendments
Provide printout from wwwsann.eov verifying
contractor/subcontractor is not listed on the debarred and
suspension kst
• If only a porton is beim paid with City funds,then show calculation and
documentation of how costs are allocated.
Neighborhood Services
FINAL as o(4/24/2013 Page 1
HOPWA DEVELOPER RENTAL CONTRACT—EXHIBITS Rev. 12/12/2017
Tarrant County Samaritan Housing,Inc. Page 18
FORT WORTM.
Standards of Documentation for Reimbursement of Development Costs
Construction Costs(Contractors& Invoice
Subcontractors) - Invoice should include:
date;
company's letterhead;
address for which service is provided;
description of services)and item(s);
mount for itemized services;and
total amount
• Proof of Payment(i.e.bank statement or canceled check)
• TimeOwet(s)Signed by Employee and Supervisor
- Activity Sheet(s)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.sam.eov verifying
contractor/subcontractor is not listed on the debarred and
suspe,nsion fist
• If only a porton 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 prime and all
subcontractors.
Materials Purchased by Developer Invoice
Invoice should include:
date;
companys letterhead;
address where materials will be used;
description of service(s)and kem(s);
cost by quantity;and
total amount
• Proof of Payment(i.e.bank statement or canceled check)
Neighborbood Services
FINAL as o(4/24/2013 Page 2
HOPWA DEVELOPER RENTAL CONTRACT—EXHIBITS Rev. 12/12/2017
Tarrant County Samaritan Housing,Inc. Page 19
EXHIBIT"K"
MBE REPORTING FORM
TARRANT COUNTY SAMARITAN HOUSING,INC.
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HOPWA DEVELOPER RENTAL CONTRACT—EXHIBITS Rev.12/12/2017
Tarrant County Samaritan Housing,Inc. Page 20
EXHIBIT "L"
OVERVIEW REPORT
TARRANT COUNTY SAMARITAN HOUSING,INC.
HOPWA DEVELOPER RENTAL CONTRACT—EXHIBITS Rev. 12/12/2017
Tarrant County Samaritan Housing,Inc. Page 21
EXHIBIT "M"
NOTICE OF BENEFICIARY RIGHTS
TARRANT COUNTY SAMARITAN HOUSING, INC.
Tarrant County Samaritan Housing, Inc.:
SRO Rehabilitation:
Staff member contact:
Because this program is supported in whole or in part by direct Federal financial assistance from the Federal
Government, we are required to let you know that:
• We may not discriminate against you on the basis of religion, religious belief, a refusal to hold a
religious belief, or a refusal to attend or participate in a religious practice;
• We may not require you to attend or participate in any explicitly religious activities that are offered by
us and any participation by you in these activities must be purely voluntary;
• We must separate, in time or location, any privately funded explicitly religious activities from
activities supported by direct Federal financial assistance;
• If you object to the religious character of our organization, we must make reasonable efforts to identify
and refer you to an alternative provider to which you have no such objection; and
• You may report an organization's violations of these protections, including any denial of services or
benefits,by contacting or filing a written complaint to HUD [or the intermediary, if applicable].
We must give you this written notice before you enroll in our program or activity, as required by 24 CFR 5.109.
HOPWA DEVELOPER RENTAL CONTRACT—EXHIBITS Rev. 12/12/2017
Tarrant County Samaritan Housing,Inc. Page 22
M&C Review Page 1 of 3
Official site of the its of Fat Worth,Texas
CITY COUNCIL AGENDA FORTH
COUNCIL ACTION: Approved on 8/16/2016
DATE: 8/16/2016 REFERENCE **C-27866 LOG NAME: 19NS SAMARITAN HOUSE
NO.: REHABILITATION PROJECT
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize a Change in Use and Expenditure of$277,000.00 of Unprogrammed Housing
Opportunities for Persons with AIDS Grant Funds to Tarrant County Samaritan Housing,
Inc., or an Affiliate, in the Form of a Forgivable Loan for the Rehabilitation of the
Samaritan House Single Room Occupancy Building Located at 928 South Jennings
Street, Authorize the Execution of a Contract,Authorize a Substantial Amendment to the
City's 20142015 Action Plans, and Authorize the Substitution of Funding Years
(COUNCIL DISTRICT 9)
RECOMMENDATION:
It is recommended that the City Council:
1.Authorize a substantial amendment to the City' s 2014-2015 Action Plan;
2. Authorize the City Manager, or his designee, to substitute funding years in order to meet United
States Department of Housing and Urban Development commitment, disbursement and expenditure
deadlines;
3.Authorize a change in use and expenditure of$277,000.00 in prior year's unprogrammed Housing
Opportunity for Persons with AIDS grant funds to Tarrant County Samaritan Housing, Inc., or an
affiliate, in the form of a forgivable loan for rehabilitation of the Samaritan House Single Room
Occupancy building located at 928 South Jennings Street, Fort Worth, Texas;
4.Authorize the City Manager, or his designee, to execute a contract with the Tarrant County
Samaritan Housing, Inc., or an affiliate,for the project for a one year term beginning on the date of
execution of the contract;
5.Authorize the City Manager, or his designee, to extend or renew the contract with up to two one-
year extensions if Tarrant County Samaritan Housing, Inc., or an Affiliate, requests an extension and
such extension is necessary for completion of the project; and
6.Authorize the City Manager, or his designee,to amend the contract if necessary to achieve project
goals provided that the amendment is within the scope of the project and in compliance with City
policies and applicable laws and regulations governing the use of federal grant funds.
DISCUSSION:
Tarrant County Samaritan Housing, Inc. (Samaritan), has requested $277,000.00 in Housing
Opportunities for Persons with AIDS (HOPWA) grant funds in the form of a forgivable loan for the
rehabilitation of its 60-unit Samaritan Housing Single Room Occupancy(SRO)building located at 928
South Jennings Street. The building, which is owned by a sole asset entity which is an affiliate of
Samaritan, also has public spaces including offices and a kitchen in which meals are prepared for the
residents which will be included in the rehabilitation work.The units will be available to HOPWA-
eligible households earning 80 percent or less of area median income. Samaritan has received other
grants for a portion of the costs of the rehabilitation work.
http://apps.cfwnet.org/council_packet/mc review.asp?ID=21372&councildate=8/16/2016 2/20/2017
M&C Review Page 2 of 3
Staff recommends the following loan terms;
i. Payment of the HOPWA funds, if required, and performance of the HOPWA requirements will be
secured by a Deed of Trust and other loan documents;
ii. The loan shall be subordinate only to construction/permanent financing for the project;
iii. No interest will be charged on the loan unless Samaritan defaults under the terms of the loan
documents or the contract;
iv. Loan term to commence on date of execution of loan documents and end at the termination of the
three year Performance Period;
v. Loan will be forgiven if all HOPWA requirements and terms and conditions of the loan documents
and contract have been met;
vi. Units must remain affordable in accordance with the contract and federal requirements during the
three year Performance Period; and
vii. Samaritan must provide on-site tenant supportive services during the Performance Period as
detailed in the contract.
Staff recommends the change in use and expenditure of$277,000.00 in HOPWA funds for the
project, which benefits low and very low income HOPWA-eligible citizens by providing them with
affordable housing. A public comment period on the change in use of these HOPWA funds was held
from July 17, 2015 to August 17, 2015. No comments were received. The use of these HOPWA
funds required the completion of an Environmental Record Review required by HOPWA regulations,
an amendment to the City's Consolidated Plan, and research into other necessary regulatory
requirements for the use of HOPWA funds for this type of project, as well as a determination by
Samaritan as to the final details and costs for the rehabilitation. The Community Development
Council was briefed on this project on March 9, 2016, after all necessary federal and project-specific
requirements were met and express no objections to it.
This project is located in COUNCIL DISTRICT 9, Mapsco 77J.
FISCAL INFORMATIONXERTIFICATION:
The Director of Finance certifies that funds are available in the current operating budget, as
appropriated, of the Grants Fund. This is a reimbursement grant.
TO
Fund Department Account Pr(TGGt Program Activity Budget I Reference# AmountID I I ID I I Year I (Chartfield 2)
210011 0190463 1 5336201 GO0263 - 991937 1 2014�J $277,000 Qg
FROM
Fund Depairtmertt Account Pr6fect Orogram Activity Budget Reference# Arem&u_n
ND ID Year (Char°tf eld 2)
?1 '[�'' - m:)':J 5330201 GU0263 -- - 991999 2014 _ _ $276,533-8c
5330201 Qf1263 1 991934 2014 $466,2Q
Submitted for City Manager's Office by: Fernando Costa (6122)
Originating Department Head: Aubrey Thagard (8187)
Additional Information Contact: Alice Cruz (7322)
http://apps.cfwnet.org/council_packet/mc review.asp?ID=21372&oouncildate=8/16/2016 2/20/2017
M&C Review Page 3 of 3
ATTACHMENTS
Form 1295 Executed.pdf
Sam House Map.pdf
http://apps.cfwnet.org/council_packet/mc review.asp?ID=21372&councildate=8/16/2016 2/20/2017
CERTIFICATE OF INTERESTED PARTIES FORM 1295
1of1
Complete Nos.1-4 and 6 it there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2016-67957
Tarrant County Samaritan Housing,Inc.
Fort Worth,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 06/08/2016
being filed.
City Of Fort Worth at jcknowledged:
3 Provide the identification number used by the governmental entity or state agency to track or Identify the contrast;and provide a
description of the services,goods,or other property to be provided under the contract.
HOPWAREHA61
Renovations to Permanent Supportive Housing for PLWHA
4 Nature of interest
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.
,. TED A LOVATO I
Notary Public
r + State of Texas
{y
10 Y 1041732.8 signatur at thorized agent nt contracting business entity
my ��m.Exp,01.0.202t!
A I NOTAftY STAtv1PtL lOBC�VE /`�
Sworn to and subscribed before me,by the said J this the day of
20 1� .to certify which,witness my hand and seal of offi e.
ignature of officer administering oath Printed name of officer administering oath Title of otfica a rriniswrin-� ath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version Vi.0.1021