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HomeMy WebLinkAboutContract 35432�� ( �/ �' (``i �� 1 �1 f ! � � i I E 4�L `: S) r' ��'' } `�y' ' `'i' `� F`!� � �G-� t= �� STATE OF TEXAS § § COUNTY OF TARRANT § THIS contract ("Contract") is made and entered into by and between the City of Fort Worth ("City"), whose address is 1000 Throcicmorton St., Fort Worth TX 76102, acting by and through Dale A. Fisseler, its duly authorized acting Assistant City Manager, and HomeTowne at Matador Ranch, LP ("HTMR"), whose address is 3110 W. Southlake Blvd., Suite 120, Southlake, Texas 76092, acting by and through Joe R, Campos, the duly authorized President of Comunidad Corporation, the sole member of Comunidad Matador Ranch GP, LLC, its General Partner. (Sometimes City and HTMR are referred to individually as a"Party" and collectively as the "Parties"). WHEREAS, the City of Fort Worth ("City") has received a grant from the United States Department of Housing and Urban Development ("HUD") through the Home Investment Partnerships Program ("HOME"), Program No. M-OS-MC-48-0204, with which the City desires to promote activities that e�pand the supply of affordable housing and the development of partnerships among the City, local governments, local lenders, private industry and neighborhood-based nonprofit housing organizations; WHEREAS, the primary purpose of the HOME program ("HOME Program") pursuant to the HOME Investment Partnerships Act at Title II of the Cranston Gonzales National Affordable Housing Act of 1990, as amended, 42 U.S.C. 12701 et seq. ("NAHA") and the HOME Investment Partnerships Program Final Rule, as amended, 24 CFR Part 92 et seq. (the "HOME Regulations" or "Regulations") is to benefit low and very-low income citizens by providing them with affordable housing; WHEREAS, the assigned Catalog of Federal Domestic Assistance ("CFDA") for this Federal program is number 14.239; WHEREAS, HTMR, a Texas nonprofit corporation managed by a volunteer Board of Directors, is worlcing to assist low and veiy low income individuals who have special needs by increasing the number of safe, affordable housing units available to them; WHEREAS, HTMR is a Texas limited partnership between Comunidad Matador Ranch GP, LLC, a Texas limited liability company with Comunidad Corporation, a Texas non-profit corporation, as its sole member, as General Partner, and Red Capital Markets, Inc. as Limited Partner; WHEREAS, HTMR has received an award of Low Income Housing Tax Credits ("LIHTC") from the Texas Department of Housing and Community Affairs ("TDHCA") to construct an affordable rental housing project for seniors commonly lcnown as HomeTowne at Matador Ranch; HOME FUNDS HomeTowne at Matador Ranch, LP Page 1 REV. 06-25-07 . _ ��,, , I ;� � �r � � ' ( ''�r' � 7'J 6 u� � F:. 1 � � J �U � f� �. c,l �l `�is�:7, � ,;Jit 'i', � � . ,. � STATE OF TEXAS § § COUNTY OF TARRANT § THIS contract ("Contract") is made and entered into by and between the City of Fort Worth ("City"), whose address is 1000 Throckmorton St., Fort Worth TX 76102, acting by and through Dale A. Fisseler, its duly authorized acting Assistant City Manager, and HomeTowne at Matador Ranch, LP ("HTMR"), whose address is 3110 W. Southlake Blvd., Suite 120, Southlake, Texas 76092, acting by and through Joe R. Campos, the duly authorized President of Comunidad Corporation, the sole member of Comunidad Matador Ranch GP, LLC, its General Partner. (Sometimes City and HTMR are referred to individually as a"Party" and collectively as the "Parties"). WHEREAS, the City of Fort Worth ("City") has received a grant from the United States Department of Housing and Urban Development ("HUD") through the Home Investment Partnerships Program ("HOME"), Program No. M-OS-MC-48-0204, with which the City desires to promote activities that expand the supply of affordable housing and the development of partnerships among the City, local governments, local lenders, private industry and neighborhood-based nonprofit housing organizations; WHEREAS, the primary purpose of the HOME program ("HOME Program") pursuant to the HOME Investment Partnerships Act at Title II of the Cranston Gonzales National Affordable Housing Act of 1990, as amended, 42 U.S.C. 12701 et seq. ("NAHA") and the HOME Investment Partnerships Program Final Rule, as amended, 24 CFR Part 92 et seq. (the "HOME Regulations" or "Regulations") is to benefit low and very-low income citizens by providing them with affordable housing; WHEREAS, the assigned Catalog of Federal Domestic Assistance ("CFDA") for this Federal program is number 14.239; WHEREAS, HTMR, a Texas nonprofit corporation managed by a volunteer Board of Directors, is working to assist low and veiy low income individuals who have special needs by increasing the number of safe, affordable housing units available to them; WHEREAS, HTMR is a Texas limited partnership between Comunidad Matador Ranch GP, LLC, a Texas limited liability company with Comunidad Corporation, a Texas non-profit corporation, as its sole member, as General Partner, and Red Capital Markets, Inc. as Limited Partner; WHEREAS, HTMR has received an award of Low Income Housing Tax Credits ("LIHTC") from the Texas Department of Housing and Community Affairs ("TDHCA") to construct an affordable rental housing project for seniors commonly lcnown as HomeTowne at Matador Ranch; HOME FUNDS Page 1 HomeTowne at Matador Ranch, LP REV. 06-25-07 WHEREAS, Tarrant County Housing Finance Corporation has determined to issue bonds styled "Tarrant County Housing Finance Corporation Multifamily Housing Revenue Bonds (GNMA Collateralized Mortgage Loan — HomeTowne at Matador Senior Apartments) Series 2007" (the "Bonds") in order to provide financing to HTMR; WHEREAS, HTMR has received a Commitment for Insurance of Advances from HUD acting by and through the Federal Housing Commissioner ("FHA") in the amount of TEN MILLION N1NE HUNDRED THIRTY-FIVE THOUSAND AND NO/100 DOLLARS ($10,935,000.00) in accordance with Section 221(d)(4) of the National Housing Act, as amended (12 U.S.C. 17151(d)(4) et seq) (the "Act")and the applicable regulations at 24 CFR Part 221, subparts B and C, which will provide FHA mortgage insurance for HTMR's HUD-approved mortgage lender; WHEREAS, City citizens and the City Council have determined that the development of safe, decent, and affordable housing is needed for low and moderate income citizens with special needs. NOW, THEREFORE, THIS AGREEMENT FURTHER WITNESSETH: L GENERAL PROVISIONS A. Purpose The express purpose of this Contract is to provide HTMR with HOME funds ("HOME Funds") not to exceed SIX HLJNDRED FIFTY THOUSAND and NO/100 Dollars ($650,000.00) for eligible project and related soft costs for the construction of an affordable senior apartment complex to be known as HomeTowne at Matador Ranch (the "Project"). It is specifically agreed that the HOME Funds will be used to supplement the Bond financing for the Project and will be in the form of a subordinate interest bearing loan (the "Loan"). HTMR will provide the services and activities as set forth in Exhibit "A" - Project Summary in accordance with Exhibit "C" - Project Implementation Timeline. To secure performance of HTMR's obligations under this Contract and the HOME Regulations, HTMR will execute a Note in favor of City secured by a subordinate Deed of Trust against the real property more particularly described as Lot 1, Block 11, of HOMETOWNE AT MATADOR RANCH ADDITION, an addition to City of Fort Worth, Tarrant County, Texas, according to the Map or Plat thereof recorded in Cabinet A, Slide 11801, Plat Records of Tarrant County, Texas (the "Property"). City's Loan shall be subordinate to the first lien financing insured by FHA and shall contain such covenants and conditions required by the Bond financing, and FHA requirements including but not limited to the conditions under which City may enforce its Loan in the event of default. If the Project is occupied by eligible low income tenants for a period of twenty (20) years as required by the HOME Regulations and LIHTC requirements, no HOME FUNDS Page 2 HomeTowne at Matador Ranch, LP REV. 06-25-07 further HOME requirements will apply. The commencement of the twenty (20) year per�iod is described in more detail below. HOME Funds must be used for eligible activities and costs in connection with the Project allowed in the HOME Regulations including but not limited to construction costs and soft costs including architectural, engineering, attorney, consultant, appraisal and other applicable fees directly related to carrying out the Project. Eligible activities and costs may include those activities related to the Project that were incurred prior to the date of the execution of this Contract. HOME Funds will be disbursed to HTMR on the basis of HTMR's request in the form of a HUD-1 Settlement Statement previously approved by City in accordance with the City Housing Department's Disbu�-sement Policy for CHDOs, Model Blocks and SubrecipieiZts. City shall act through its agent the City Manager, or his or her duly authorized representative, unless otherwise stated in this Contract. HTMR agrees to comply with the HOME Regulations and any applicable City Codes and regulations. B. Duration / Affordabilitv Period The term of this Contract begins on the date of execution and terminates two (2) years thereafter except for any provisions relating to ensuring affordability. This Contract may be extended for an additional one (1) one-year term. HTMR shall request the extension in writing and submit the request to the City sixty (60) days prior to the end of the Contract. It is specifically understood that it is within the City's sole discretion whether to approve or deny the request for an additional term. Any such extension must be in writing as an amendment to this Contract and approved by the City Manager or his or her designee. The per-unit subsidy provided for in this Contract shall be set forth in more detail in Exhibit "A" — Project Summary. Ten (10) of the rental housing units developed by HTMR will be considered HOME-assisted units and must qualify as affordable rental housing for a period of twenTy (20) years (the "Affordability Period"). These units may "float" throughout the total number of units in the entire apartment complex and shall be affordable to tenants whose incomes are verified as being at or below sixty percent (60%) of the area median income ("AMI") as defined by HUD. Five (5) of these units will be one-bedroom units and five (5) will be two-bedroom units. If these ten (10) housing units do not qualify and remain as affordable rental housing immediately upon lease-up or at any time during the Affordability Period, the Loan shall be immediately due and payable to the City. The Affordability Period shall commence on the later of (i) the date the Project has been finished and HTMR has reported all income-eligible tenant lease-up of all HOME-assisted units by reporting to City all applicable tenant beneficiary data; or, (ii) the HOME assisted units are set up AND COMPLETED IN HUD's Integrated Disbursement and Information System ("IDIS") as re9uired by the HOME Regulations. The terms "set up" and "complete" or "completed" shall have the meaning set forth in HUD's IDIS manual. HTMR shall report tenant lease-up beneficiaiy household characteristics to City on Attachment IVa - Beneficiary Performance Report. HOME FLTNDS Page 3 HomeTowne at Matador Ranch, LP REV. 06-25-07 The ten (10) rental units assisted under this Contract will remain affordable as required by 24 CFR Part 92.252 of the Regulations. Housing purchased, renovated or constructed with HOME Funds must remain affordable and subject to repayment for the following minimum time periods: five (5) years where the per unit amount of HOME Funds provided is less than $15,000; ten (10) years where the per unit amount of HOME Funds provided is less than $15,000 to $40,000; fifteen (15) where the per unit amount of HOME Funds provided is greater than $40,000 or HOME-assisted rehabilitation of the units involved refinancing; and, twenty (20) years when the assisted multi-family units are newly constructed. HTMR must repay City all HOME Funds if any of the HOME-assisted rental housing units do not maintain the HOME affordability requirements. Further, the rental housing units must remain affordable without regard to the term of any mortgage or transfer of ownership, pursuant to deed restrictions, the terms of the Loan Documents as hereinafter described, or other mechanisms approved by HUD. C. Income Eli ig bility The HOME Program uses the income definitions used by HUD's Housing Choice Voucher Program. Annual income includes earned income, income from assets, and income from other sources as defined by 24 CFR 5.609. Annual income is used to establish tenant eligibility. HTMR shall use the most current HUD Income Guidelines and Technical Guidance for Determining Income and Allowances to determine Project eligibility. D. Tenant Rent and Selection Rents charged to tenants for the ten (10) HOME-assisted units are subject to the HOME regulatory requirements at 24 CFR 92.252(a) and (b). Rents charged to tenants in HOME- assisted units are subject to review and approval by City. Under no circumstances may the maximum rental amounts charged to tenants of HOME-assisted units exceed the "High HOME Rent". "High HOME Rent" is defined as the lesser of: a) the HUD-established Fair Market Rent for existing comparable housing units in the area, or b) thirty percent (30%) of the adjusted incorne of a family whose annual income equals sixty five percent (65%) of the AMI, with applicable adjustment for the bedroom size of the relevant housing unit. Rents may not exceed the above amounts minus monthly allowances for utilities and services (excluding telephone) established by City. For projects with five (5) or more HOME-assisted rental units, twenty (20%) percent of the HOME-assisted units must be occupied by families with incomes no higher than 50 percent (50%) of AMI who are paying the "Low HOME Rent". "Low HOME Rent" is defined as no more than thirty percent (30%) of the annual income of a family at fifty percent (50%) of AMI adjusted for family size with applicable adjustment for bedroom size. City agrees to provide HTMR with copies of HUD-approved schedules of these HOME rent levels and utility allowances as requested by HTMR. HOME FiJNDS Page 4. HomeTowne at Matador Ranch, LP REV. 06-25-07 ����% � ���=,��, �;��, �,> >,, �r, v. � � 2 C, ��-;',t�'� L� . ,, ;� , y� �� �:'"�'S`��V � ����t� _ �:� HTMR must adopt written tenant selection policies and criteria that: 1. Are consistent with the purpose of providing housing for very low-income and low- income persons. 2. Are reasonably related to Project eligibility and the applicants' ability to perform the obligations of the lease. 3. Provide for a) bi-lingual leasing and management assistance; b) selection of tenants from a written waiting list in the chronological order of their application, insofar as is practicable; and c) prompt written notification to any rejected applicant of the grounds for such rejection. 4. Ensure that holders of rental assistance subsidies (such as HUD's Housing Choice Voucher or similar subsidy) are not excluded from renting a unit in the Project. E. Lease HTMR shall use a tenant lease that complies with the provisions in the HOME Regulations, 24 CFR Part 92.253, regarding the following issues: length of lease term shall not exceed one (1) year; lease may not include agreement by the tenant to be sued, lease may not include agreement by tenant to allow landlord to take, hold or sell tenant's property without notice; lease may not include agreement by the tenant to exclude owner from responsibility for intentional or negligent acts; lease may not authorize owner to institute a law suit without notice to the tenant; lease may not include agreement by tenant to be evicted without institution of court proceedings; lease may not include agreement by tenant to waive a jury trial or right to appeal; lease may not include an agreement by tenant to pay legal costs of court proceedings even if the tenant prevails in those proceedings. F. Construction and Other Local Buildin� Codes / Standai•ds. Housing units constructed with HOME Funds furnished under this Contract shall meet City's Housing Minimum Quality Standards and all other applicable standards under City Codes and ordinances. HTMR shall ensure that the Project is maintained to these standards for the duration of the Affordability Period. City will verify maintenance of the Project to these standards through on-site inspections according to the following schedule as applicable: for projects with one (1) to four (4) HOME-assisted units, every three (3) years; for projects with five (5) to twenty-five (25) HOME-assisted units, every two (2) years; for projects with twenty- six (26) or more units, every year. HOME FiJNDS Page 5 HomeTowne at Matador Ranch, LP REV. 06-25-07 All Project plans, specifications and work shall conform to all applicable Federal, state and local laws, ordinances, rules and regulations. Approval of any plans and specifications relating to the Project or the Program by City shall not constitute or be deemed (i) to be a release of the responsibility or liability of HTMR or any of its contractors, their officers, agents, employees and subcontractors, for the accuracy or the competency of the plans and specifications, including, but not limited to, any related investigations, surveys, designs, working drawings and specifications or other documents, or (ii) an assuinption of any responsibility or liabiliTy by City for any negligent act, error or omission in the conduct or preparation of any investigation, surveys, designs, worlcing drawings and specifications or other documents by HTMR or any of its contractors, their officers, agents, employees and subcontractors. G. Other Requirements HTMR will be required to execute a Note and Deed of Trust secured by the Property ("Loan Documents") in conjunction with this Contract. City's lien position on the Property shall be subordinate to the first lien Deed of Trust and a HUD Regulatory Agreement as well as any other loan documents securing the first lien Note, the Bonds and the LIHTC, including but not limited to the Land Use Restriction Agreement ("LURA") established and enforced by the TDHCA. The term of City's Loan shall be forty-two (42) years with principal and interest amortized over forty (40) years. There shall be no payments for the first two (2) years of the Loan term. Payment of principal and interest shall commence thereafter as set forth in the Loan Documents. The interest rate shall be four percent (4%), Further loan terms shall be set forth in Exhibit "A" — Project Summary. Repayment of the Loan shall not relieve HTMR of its responsibilities to maintain the affordability of the HOME-assisted rental housing units for the 20 year Affordability Period. Further, all provisions of this Contract, and particularly those regarding the Affordability Period, Income Eligibility, Tenant Rent and Selection, Lease, and Housing Quality Standards for the designated HOME-assisted unit or units must be assigned to any new owner upon sale or transfer of the Property. HTMR shall maintain all appropriate documentation to demonstrate that the HOME Funds shall not be used for costs that are ineligible under the HOME Program, and that all such costs are paid for by other funding sources. The Parties acknowledge that the HOME Funds paid hereunder are intended to provide funding only for Project-related soft costs and construction costs as specified in the attached Exhibit "B"-Project Budget. HTMR agrees to maintain full documentation supporting fulfillment of Project objectives in its files. All such documentation shall be furnished to City upon request if necessaiy for City to fulfill its obligations under its Federal grant. H. Independent Contractor HOME FUNDS Page 6 HomeTowne at Matador Ranch, LP REV. 06-25-07 HTMR shall operate hereunder as an independent contractor and not as an officer, agent, servant or employee of City. HTMR shall have exclusive control of, and the exclusive right to control, the details of the worlc 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, Project participants, licensees or invitees. The doctrine of respondeat superior shall not apply as between City and HTMR, its officers, inembers, agents, servants, employees, contractors, Project participants, licensees or invitees, and nothing herein shall be construed as creating a partnership or joint enterprise between City and HTMR. It is expressly understood and agreed that no officer, member, agent, employee, contractor, licensee or invitee of neither HTMR, nor any Project participant hereunder, is in the paid service of City and that City does not have the legal right to control the details of the tasks performed hereunder by HTMR, its officers, members, agents, employees, contractors, Project participants, licensees or invitees. City shall in no way nor under any circumstances be responsible for any propei-ty belonging to HTMR, its officers, members, agents, employees, contractors, Project participants, licensees or invitees, which may be lost, stolen, destroyed or in any way damaged; and HTMR hereby indemnifies and holds harmless City and its officers, agents, and einployees from and against any and all claims or suits pertaining or connected with such property. I. Termination City may terminate this Contract in the event of HTMR's default, inability or failure to perform, or otherwise whenever such termination is determined by City to be in the City's best interest. Likewise, this Contract may be terminated by HTMR if the Ciiy does not provide the HOME Funds set forth in this Contract. The Contract may be terminated for mutual convenience upon written agreement of the Parties. HTMR shall begin construction work within thirty (30) days from the date this Contract is executed. Failure to begin construction work within thirty (30) days shall be grounds for termination of this Contract and the City's obligations hereunder. City shall notify HTMR in writing of any breach of this Contract by HTMR, and specify a reasonable time within which to cure the particular breach. If HTMR fails to cure the breach within the time stated in the notice, this Contract shall automatically terminate at the expiration of the stated time allowed for cure. HTMR will return to City any unused HOME Funds previously distributed under this Contract within thirty (30) days of the effective date of Contract termination. City will have no responsibility or liability for HTMR's expenditures or actions occurring after the effective date of Contract termination. However, HTMR agrees that any provisions of this Contract that pertain to affordability, tenant eligibility, and City Building Codes, ordinances and standards, as well as any applicable HOME requirements shall survive the termination of this Contract and shall be HOME FUNDS Page 7 HomeTowne at Matador Ranch, LP REV. 06-25-07 governed by the HOME Regulations and the provisions of the LURA as well as the Loan Documents securing affordability. J. 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. K Written Instrument is Entire Agreement All terms of this Contract shall apply to any and all contractors of HTMR which are in any way paid with HOME Funds or who perform any work in connection with HTMR's Project. The provisions of this Contract are severable, and, if for any reason a clause, sentence, paragraph or other part of this Contract shall be determined to be invalid by a court or Federal or state agency, board or commission having jurisdiction over the subject matter hereof, such invalidity shall not affect other provisions which can be given effect without the invalid provision. City's failure to insist upon the performance of any term or provision of this Contract or to exercise any right herein conferred shall not be construed as a waiver or relinquishment to any extent of City's right to assert or rely upon any such term or right on any future occasion. This written instrument and the Exhibits attached hereto, which are incorporated by reference and made a part of this Contract for all purposes, constitutes the entire Contract 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 terins of this Contract, shall be void. Any amendments to the terms of this Contract must be in writing and must be approved by each Party to this Contract. 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. 2. DUTIES AND RESPONSIBILITIES OF CITY A. Disbursement of Funds City will furnish HOME Funds for use as stated herein. City will inonitor the use of such funds to ensure appropriate use. Funds shall be disbursed on a reimburse�nent basis after execution of this Contract and compliance with its provisions, Payments to HTMR shall require completion of appropriate City forms and copies of adec�uate supporting docuinentation verif��ing the eligibility of expenses. Reimbursement of eligible expenses shall be made against the line HOME FLINDS Page 8 HomeTowne at Matador Ranch, LP REV. 06-25-07 item budget specified in Exhibit "B"- Project Budget of this Contract. HTMR may not increase or decrease HOME-funded line-item amounts of the Project Budget without City's prior written approvaL No additional funds will be disbursed if the City has not received the necessary financial reports that account for previously disbursed funds. Eligible costs may include certain costs directly related to and in support of the Project, as verified by City, which were incurred prior to execution of this Contract. To further the purposes of the Project and only as requested in writing by HTMR, City may disburse funds to directly pay HTMR's vendors in accordance with the City Housing Department's Disbu��seme�zt Policy for CHDOs, Model Blocks and Subrecipients. B. Amount of Funds It is agreed that the total distribution of HOME Funds made available to or paid on behalf of HTMR, during the terrn of this Contract shall not exceed the total sum of SIX HLTNDRED FIFTY THOUSAND and NO/100 Dollars ($650,000.00). 3. DUTIES AND RESPONSIBILITIES OF HTMR A. Statement of Worlc and Performance Objectives HTMR shall utilize HOME Funds to supplement its first lien loan funds and LIHTC proceeds to construct a rental housing apartment complex to produce affordable housing units for lease to qualified low-income tenants in accordance with Exhibit "A"-Project Summary. B. Budget HTMR agrees that the HOME Funds will be expended in accordance with the attached Exhibit "B"- Project Budget. No change in the Project Budget shall be made without City's prior written approval. C. Time Line for Goals and Expenditures HTMR shall work in accordance with the schedule set forth in the attached Exhibit "C"- Project Implementation Timeline and ensure that Project goals and expenditures correspond with the completion of the Project. D. Reversion of Assets HTMR agrees to return to the City any HOME Funds, or property acguired with HOME Funds remaining on hand at the end of the Contract that have not been used or acquired, as the case may be, in accordance with the terms of this Contract and the HOME Regulations. HTMR agrees that it will reimburse City for any expenditure of HOME Funds disallowed by HUD through audit exception or other monitoring action. If repayments, interest or other returns on HOME FLJNDS Page 9 HomeTowne at Matador Ranch, LP REV. 06-25-07 : U4;:� ,, - �, �,, , n, � �'l �V `�i ���� ��'�� !�?'s �,�i �: �� �� _v I tf V � n _ .� �+ � ;�,i;,d' 6 ��1� � i i�� � y investment attributable to HOME Funds are received after the end the term of this Contract, they shall be returned to City to be deposited in accordance with HOME Regulations. Any HOME Funds invested in housing that fails to meet affordability requirements for the appropriate affordability period must be repaid to City in accordance with HOME Regulations. E. Affirmative Marketing HTMR adopt affirmative marlceting procedures and requirements for all HOME-funded housing. The procedures and requirements must include methods fot• informing the public, owners and potential tenants about Fair Housing laws and policies so as to ensure that all individuals, without regard for race, color, religion, sex, national origin, familial status or disability, are given an equal opportunity to participate in the Project. HTMR will be solely responsible for the effective marketing responsibilities necessaiy to achieve HTMR's Project goals. HTMR shall be required to talce reasonable steps to ensure meaningful access to the Project and their programs and activities by Liinited English Proficient persons. F. Provisions to Secure Affordabilitv Perio 1, The City's interest in preserving the Affordability Period for the HOME-assisted units will be secured by a combination of the subordinate Note and Deed of Trust referenced herein, and the LURA established and enforced by TDHCA. If HTMR retains ownership of the Property for• the full twenty (20) year Affordability Period, no further HOME restrictions will apply. 2. Any sale or transfer of the Property by HTMR during the Affordability Period will require the new owner or transferee to affirmatively assume in writing the obligations established hereunder for the designated HOME-assisted units. 3. Refinancing by HTMR shall require the review and prior written approval of the City for the purpose of ensuring compliance with the HOME affordability requirements. G. Recordlceeping L HTMR will keep or cause to be lcept an accurate record of all actions tal<en and all funds expended, with source documents, in performance of this Contract. Such records shall be kept for the period of affordability mandated by the HOME Regulations and this Contract. 2. HTMR will obtain and keep on file the following information on each teilant served by the HOME-assisted units of the Project throughout the Affordability Period. HOME FLJNDS Page 10 HomeTowne at Matador Ranch, LP REV. 06-25-07 a. Annual income and size of the household; b. Race and Ethnicity of each tenant household using reporting categories as required by HUD; c. Whether the head of household is male or female, whether the head of household is single, whether any member of the household is disabled and whether there are children in the household and how many; d. Unit number and bedroom size of each unit designated as a HOME- assisted unit; e. Type of rental assistance being provided to each tenant, if any (I.e. Housing Choice Voucher, Supportive Housing Program, or other federally-funded rental assistance); and f. Any additional Project performance data and statistical inforniation as may be required by the City Housing Department, HOME Regulations or HUD regulations and any amendments thereto. 3. HTMR will keep on file the following information and documentation: a. Proof that the Project meets the applicable property and other standards; b. Documentation verifying compliance with the affirmative marl<eting requirements and existence of acceptable procedures; c. Documentation verifying compliance with HTMR's temporary relocation plan and HUD relocation requirements, if applicable; and d. Documents and other information verifying compliance with HOME conflict of interest regulations at 24 CFR 92.356 (�, which provide tl�at no officers, agents, consultants or employees of the developer of HOME- assisted units may occupy such units. 4. City will monitor and inspect the Project throughout the Affordability Period to ensure continued compliance with rent restrictions, low-income occupancy i•equirements, and property standards. HTMR shall maintain tenant income recertification documentation in the tenant files available for inspection by City. During the Affordability Period, HTMR shall submit initial unit rents including utility allowances, income verifications and beneficiary data within thirty (30) days after obtaining full occupancy, and annually thereafter due by the 15th day of the 3`d month after the end of the year. HOME FUNDS Page 1 1 HomeTowne at Matador Ranch, LP REV. 06-25-07 H. Reports During the term of this Contract, HTMR will submit to City monthly activity reports and financial reports due by the 15th of the each month, regarding the services provided by HTMR as a result of this Contract, and the expenses charged to the HOME Funds provided through this Contract, with the first report due on the 15th of the month immediately following the eaecution of this Contract. These reports shall be submitted in the format specified by the City. The reports will provide details on: 1. Progress toward achievement of objectives identified in Exhibit "A"- Project Summary. 2. The dollar amount of funds leveraged by this Contract, including items that c�ualify as HOME match. 3. Reports shall be submitted in the format specified by City. HTMR will submit to City annually during the Affordability Period a copy of the report it provides to TDHCA for LIHTC reporting purposes. I. Cost Principles HTMR shall administer the Project in compliance with OMB Circular A-122, "Cost Principles for Non-Profit Organizations", as amended from time to time and with the following: All non-federal entities that expend $500,000 or more in Federal funds within one year, regardless of the source of the Federal award, must submit to City an annual audit prepared in accordance with specific reference to OMB Circular A-133, "Audits of States, Local Governments, and Non-Profit Organizations". The audit may cover either HTMR's fiscal year during which this Contract is in force or cover the period of this Contract. The audit must be prepared by an independent certified public accountant, be completed within nine (9) months following the end of the period being audited and be submitted to City within thirty (30) days of its completion. HTMR's audit certification is attached hereto as E�hibit "D" — Audit Certi�cation Form and Audit Requirements. The Audit Certification Form must be submitted to City within sixty (60) days of the end of period being audited (HTMR's fiscal year). Costs of preparation of this audit may be an allowable expenditure of Federal funds in an amount proportional to that of the Federal funds used in HTMR's total agency operating budget. Non- profit entities that expend less than $500,000 a year in Federal funds are exempt from Federa] audit requirements for that year, but records must be available for review or audit by appi•opriate officials of the Federal agency, City, and General Accounting Office. City reserves the right to perform an audit of the Project operations and finances at any time during the term of this Contract if City determines that such audit is necessary for City's HOME FUNDS Page 12 HomeTowne at Matador Ranch, LP REV. 06-25-07 compliance with OMB Circular A-133, and HTMR agrees to allow access to all pertinent materials as described in Section G, Record Retention and Reports. If such audit reveals a questioned practice or expenditure, such questions must be resolved within fifteen (15) days after notice to HTMR of such questioned practice or expenditure. If questions are not resolved within this period, City reserves the right to withhold further funding under this Contract and/or future contract(s) with HTMR. If as a result of any audit it is determined that HTMR has misused, misapplied or misappropriated all or any part of the HOME Funds, HTMR agrees to reimburse the City the amount of such monies so misused, misapplied or misappropriated, plus the amount of any sanctions, penalty or other charge levied against City by HUD because of such misuse, misapplication or misappropriation. J. Monitor Effectiveness of Services and Worlc City will review the activities and performance of HTMR for this Project not less than annually during the term of this Contract as rec�uired in Section 92.504 (a) of the HOME Regulations and not less than every three (3) years during the Affordability Period following completion of the HOME-assisted units as required by Section 92.504(d)(1) of the HOME Regulations. Monitoring during the Affordability Period shall include annual on-site inspection of all HOME-assisted units and review of tenant income documentation described above. HTMR agrees to fully cooperate with City in monitoring the effectiveness of the services and work to be performed by HTMR in compliance with the terms of this Contract. Ciiy shall have access at all reasonable hours to offices and records (dealing with the use of the HOME Funds that are the basis of this Contract) of HTMR and its officers, directors, agents, employees, and contractors for the purpose of such monitoring. HTMR agrees to lil<ewise monitor the effectiveness of the services and worlc to be performed by its contractors. K. Compliance with All Applicable Laws and Re�ulations HTMR agrees to comply with the following laws and the regulations as they are currently written or are hereafter amended during performance of this Contract: (1) Federal HOME Investment Partnerships Act at Title II of the Cranston Gonzales National Affordable Housing Act of 1990, as amend, 42 U.S.C. 12701 et seq. ("NAHA") Title VI of Civil Rights Act of 1964 (42 USC 2000d et seq.) including provisions rec�uiring recipients of federal assistance to ensure meaningful access by persons of Limited English Proficiency. HOME FUNDS HomeTowne at Matador Ranch, LP Page 13 REV.06-25-07 � ) , Lr . r,oa � 'ri �::�`r�''';�J� �U�?� � t l, .... ,:r � . 9 -- - .�---- Title VIII of Civil Rights Act of 1968 (42 USC 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 (29 USC et seq. ) The Age Discrimination Act of 1975 (42 USC 6101 et seq.) The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 USC 4201 et seq.) and the related regulations at 49 CFR Part 24 Section 504 of the Rehabilitation Act of 1973 (29 USC 794 et seq.) and 24 CFR Part 8 where applicable National Environmental Policy Act of 1969, as amended, 42 USC 4321 et seq. ("NEPA") and the related authorities listed in 24 CFR Part 58 The Clean Air Act, as amended, (42 USC 1251 et seq. ) and the Clean Water Act of 1977, as amended (33 USC 1251 et seq.) and the related EPA regulations at 40 CFR Part 15, as amended from time to time, and Executive Order 1] 738. 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 USA 1101 et seq.) specifically including the provisions requiring employer verifications of legal status of its employees The Americans with Disabilities Act of 1990 (42 USC 12101 et seq.), the Architectural Barriers Act of 1968, amended, (42 USC 4151 et seq.) and the Uniform Federal Accessibility Standards, 24 CFR Part 40, Appendix A HOME Investment Partnerships Act at Title II of the Cranston Gonzales National Affordable Housing Act of 1990, as amend, 42 U.S.C. 12701 et seq. ("NAHA") Regulations at 24 CFR Part 87 related to lobbying, including the requirement that certifications and disclosures be obtained from all covered persons Drug Free Worlcplace Act 1988 (41 USC 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 (2) Section 3 of the Housing and Urban Development Act of 1968, as amended, (12 USC 1701 u et seq.) and its related re�ulations at 24 CFR Part 135 As the worlc 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 be inserted in all covered contracts ("Section 3 Clause"): "A. The work performed under this contract is subject to the requireinents of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u (Section 3). The purpose of Section 3 is to ensure that employment and other economic opportunities HOME FUNDS Page 14 HomeTowne at Matador Ranch, LP REV. 06-25-07 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 pet•sons who are recipients of HUD assistance for housing. B. The parties to this Contract agree to comply with HUD's regulations in 24 CFR Part 135, which implement Section 3. As evidenced by their execution of this Contract, the parties to this Contract certify that they are under no contractual or other impediment that would prevent them from complying with the Part 135 regulations. C. The contractor agrees to send to each labor organization or representative of worlcers with which it has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or worlcers' representatives of the contractor's coinmitments 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 employinent 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 apprenticeship and training positions, the qualifications for each; and the name and location of the person(s) tal<ing 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 regulations 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 tlle subcontractor has been found in violation of regulations in 24 CFR 135. E. The contractor will certify that any vacant employrnent positions, including training positions, that are filled (1) after the contractor is selected but before the contract is executed, and (2) with persons other than those to whom the regulations of 24 CrR Part 135 require employment opportunities to be directed, were not filled to circumvent the contractor's obligations under 24 CFR Part 135. F. Noncompliance with HUD's regulations 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 worlc performed 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, 450e) also applies to the work to be performed under this Contract. Section 7(b) requires that to the greatest extent feasible (i) preference and opportunities for training and employment shall be given to Indians, and (ii) preference in the award of contracts and subcontracts shall be given to Indian organizations and Indian�wned Econo�nic Enterprises. Parties to this contract that are subject to the provisions of Section 3 and Section 7(b) agree to comply with Section 3 to the maximum extent feasible, but not in derogation of compliance with Section 7(b)." City and HTMR 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 the City and HOME FLINDS Page 15 HomeTowne at Matador Ranch, LP REV. 06-25-07 HTMR, and their respective successors, assigns and subcontractors. Failure to fulfill these requirements shall subject HTMR and its contractors, 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. (3) Other Laws HTMR covenants and agrees that its officers, members, agents, employees, Project participants and contractors shall abide by and comply with all other laws, (Federal, state and local) relevant to the performance of this Contract, including all City ordinances, rules and regulations and the HOME Regulations. HTMR further promises and agrees that it has read, and is familiar with, the terms and conditions of the Federal grant under ��hich HOME Funds are granted and that it will fully comply with them. It is agreed and understood that, if City calls the attention of HTMR to any such violations on the part of HTMR or any of its officers, members, agents, employees, Project participants or contractors, then HTMR shall iininediately desist from and correct such violation. (4) Prohibition Against Discrimination HTMR, in the execution, performance or attempted performance of this Contract «�ill not discriminate against any person because of sex, race, religion, color, disability or national origin, or familial status, nor will HTMR permit its officers, members, agents, employees, contractors or Project participants to engage in such discrimination. During the performance of this Contract HTMR agrees, and will require all its contractors to agree, as follows: HTMR will not unlawfully discriminate against any employee or applicants for employment because of race, color, religion, sex, disability or nationa] origin. HTMR will take affirmative action to ensure that applicants are employed and that employees are treated fairly during employment without regard to their race, color, religion, sex, disability or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. HTMR agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. HTMR will, in all solicitations or advertisements for employees placed by or on behalf of HTMR, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex or national origin. HTMR covenants that neither it nor any of its officers, members, agents, employees, HOME FUNDS Page 16 HomeTowne at Matador Ranch, LP REV. 06-25-07 Project participants or contractors, while engaged in performing this Contract, shall, in connection with the employment, advancement or discharge of einployees or in connection with the terms, conditions or privileges of their employment, disci•iminate against persons because of their age or because of any handicap, except on the basis of a bona fide occupational qualification, retirement plan or statutory re9uirement. HTMR further covenants that neither it nor its officers, membeis, agents, employees, contractors, Project participants, or persons acting on their behalf, shall specify, in solicitations or advertisements for employees to work on this Contract, a maximum age limit for such employment unless the specified maximum age limit is based upon a bona fide occupational qualification, retirement plan or statutoiy requirement. In accordance with the provisions of the Americans With Disabilities Act of 1990 ("ADA"), HTMR warrants that it and any of its contractors will not unlawfi�lly 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 HTMR or any of its contractors. HTMR 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 or contractors against City arising out of HTMR's and/or its contractors' alleged failure to comply with the above-referenced laws concerning disability discrimination in the performance of this Contract. This Contract is made and entered into with reference specifically to the ordinances codified at Chapter 17, Article III, Division 3("Discrimination in Employment Practices"), of the City Code of the City of Fort Worth, and HTMR hereby covenants and agrees that HTMR, its officers, members, agents, employees and contractors, have fully complied with all provisions of same and that no employee, applicant or Project participant has been discriminated against under the terins of such ordinances by either the HTMR or its officers, members, agents, employees or contractors. (5) Prohibition Against Interest No member, officer or employee of City or its designees or agents; no member of the governing body of the locality in which the Project is situated; and no other public official of such locality or localities, who exercises any functions or responsibilities with respect to tl�e Project funded hereunder during his or her tenure or for one (1) year thereafter, shall have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed hereunder. HTMR shall incorporate, or cause to be incorporated, lil<e language prohibiting such interest in all contracts and subcontracts entered into in connection with the Project. HOME FUNDS HomeTowne at Matador Ranch, LP Page 17 REV. 06-25-07 a!i�� � s,,; - ; ., . , . .. , __�; ��i�1�;."�( � �rr ;� i"iliil•�c'7 LC '����'ti� r , ��� U���;:��4�� I i5J�1: l..�,... No officer, employee, member or Project participant of HTMR, or its contractors shall have a financial interest, direct or indirect, in this Contract or the HOME Funds transferred hereunder or be financially interested, directly or indirectly; in the sale to HTMR of any land, materials, supplies or services purchased with any funds transferred hereunder, except on behalf of HTMR, as an officer, employee, member or Project participant. Any willful violation of this paragraph with the knowledge, expressed or implied, of HTMR, or its contractors shall render this Contract voidable by the City. No officer, employee, agent, consultant, elected official or appointed official of the participating jurisdiction, HTMR, or its contractors who exercised any functions or responsibilities with respect to activities assisted with HOME funds or who are in a position to participate in a decision making process or gain inside information with regard to these activities, may obtain a financial interest or benefit from a HOME assisted activity, or have an interest in any contract, subcontract, or agreement with respect thereto, or the proceeds thereunder, either for themselves or those with whom they have family or business ties, dui•ing their tenure or for one (1) year thereafter. (6) Minoritv and Women Business Entemrise Commitment HTMR agrees to abide by the City's policy to involve Minority and Women Business Enterprises ("M/WBEs") in all phases of its procurement practices 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. Therefore, HTMR agrees to incorporate City Ordinance No. 15530, and all amendments or successor policies thereto, into all contracts and subcontracts and will further require all persons or entities with whom it contracts to comply with said ordinance. L. Assignment HTMR 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. It is agreed that the City has the right to inspect and approve in writing any proposed contracts between HTMR and any contractor engaged in any activity in conjunction with this HOME funded Project prior to any charges being incurred. M. Indemnification and Release HTMR COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND, AT ITS OWN EXPENSE, CITY AND ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER, HOME FiJNDS Page ] 8 HomeTowne at Matador Ranch, LP REV. 06-25-07 WHETHER REAL OR ASSERTED, HTMRSING 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 HTMR HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY OF CITY AND ITS OFFIC�RS, AGENTS, S�RVANTS, AND EMPLOYEES FOR ANY AND ALL CLAIMS OR SUITS FOR PROP�RTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KINDS OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING• OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF THIS CONTRACT AND AGREEMENT AND/OR THE OPERATIONS, ACTIVITI�S AND SERVICES OF THE PROJECTS DESCRIBED HEREIN, WH�TH�R OR NOT CAUSED IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY. HTMR LIKEWISE COVENANTS AND AGREES TO AND DOES H�REBY 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 HTMR, ITS OFFICERS, MEMBERS, AGENTS, EMPLOYEES, SUBCONTRACTORS, INVITEES, LICENSEES, OR PROJECT PARTICIPANTS, OR CAUSED, IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTR.ACTORS OF CITY. IT IS THE EXPRESS INTENTION OF THE PARTI�S, BOTH HTMR AND CITY, THAT THE INDEMNITY PROVIDED FOR THIS SECTION INCLUDES INDEMNITY BY HTMR TO INDEMNIFY AND PROTECT CITY FROM THE CONSEQUENCES OF CITY'S OWN NEGLIGENCE, WHETH�R THAT NEGLIGENCE IS ALLEDGED TO BE THE SOLE OR CONCURRING CAUSE OF THE INJURY, DAMAGE OR DEATH. HTMR 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 INCIDENTIAL TO PERFORMANCE UNDER THIS CONTRACT, EVEN IF THE INJURY, DEATH, DAMAGE OR LOSS IS CAUSED BY THE CITY'S SOLE OR CONCURR�NT NEGLIGENCE. HOME FLTNDS Page ] 9 HomeTowne at Matador Ranch, LP REV. 06-25-07 HTMR SHALL REQUIRE ALL OF ITS CONTRACTORS TO INCLUDE IN THEIR SUBCONTRACTS A RELEASE AND INDEMNITY IN FAVOR OF THE CITY IN SUBSTANTIALLY THE SAME FORM AS ABOVE. N. Waiver of Immuni If HTMR, as a charitable or nonprofit organization, has or claims an immunity or exemption (statutory or otherwise) from and against liability for damages or injury, including death, to persons or property, it hereby expressly waives its rights to plead defensively such immunity or exemption as against City. This section shall not be construed to affect a governmental entity's immunities under constitutional, statutory or common law. O. Insurance and Bondin� HTMR will maintain blanket fidelity coverage in the form of insurance or bond in the amount of $25,000.00 or more to insure against loss from the fraud, theft or dishonesty of any of HTMR's officers, agents, trustees, directors or employees. The proceeds of such bond shall be used to reimburse City for any and all loss of HOME Funds occasioned by such misconduct. To effectuate such reimbursement, such bond shall include a rider stating that reimbursement for any loss or losses thereunder shall be made directly to City for the use and benefit of HTMR. HTMR shall furnish to City, in a timely manner, certificates of insurance as proof that it has secured and paid for policies of commercial insurance as specified herein. Such insurance shall cover all insurable rislcs incident to or in connection with the execution, performance, attempted performance or nonperformance of this Contract. HTMR shall maintain the following coverages and limits thereof: Commercial General Liability (CGL) Insurance $500,000 each occurrence $1,000,000 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" Pending availability of the above coverage and at the discretion of HTMR, the policy shall be the primary responding insurance policy versus a personal auto insurance policy if or when in the course of HTMR's business as contracted herein. HOME FUNDS Page 20 HomeTowne at Matador Ranch, LP REV. 06-25-07 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 worlc on any and all projects including but not limited to construction, demolition, and rehabilitation. HTMR or its contractors shall maintain coverages. In the event the respective contractors do not maintain coverage, the HTMR shall maintain the coverage on such contractor for each applicable contract. Directors and Officers Insurance Optional (Highly Recommended) Note: This insurance shall cover the HTMR and any associated Board of Directors members. Additional Requirements Such insurance amounts shall be revised upward at City's option and tl�at SHI shall revise such amounts within thirty (30) days following notice to HTMR of such rec�uirements. HTMR will subxnit to City documentation that it has obtained insurance coverage and has executed bonds as required in this Contract prior to payment of any monies provided hereunder. Each insurance policy shall be endorsed to provide City with a minimum sixty (60) days notice of cancellation, non-renewal, and/or material change in policy terms or coverage. Insurance policies required herein shall be endorsed to include City as an additional insured as its interest may appear. Additional insured parties shall include emp]oyees, .officers, agents, and volunteers of the City. The Workers' Compensation Insurance policy shal] be endorsed to include a waiver of subrogation, also referred to as a waiver of rights of recoveiy, in favor of City. Any failure on part of the City to request certificate(s) of insurance shall not be consti•ued as a waiver of such requirement or as a waiver of the insurance requirements themselves. Insurers of HTMR's insurance policies shall be licensed to do business in the state of Texas by the Department of Insurance or be otherwise eligible and authorized to do business in the state of Texas. Insurers shall be acceptable to the City insofar as their financial strength and solvency and each such company shall have a current minimum A.M. Best Key Rating Guide HOME FiJNDS Page 21 HomeTowne at Matador Ranch, LP REV. 06-25-07 rating of A: VII or other equivalent insurance industry standard rating otherwise approved by the City of Fort Worth. Deductible limits on insurance policies shall not exceed $5,000 per occurrence unless otherwise approved by City. In the event there are any local, federal or other regulatory insurance or bonding requirements for the Project, and such requirements exceed those specified herein, the former shall prevail. As applicable, HTMR shall require its contractors to maintain applicable insurance coverages, limits, and other requirements as those specified herein; and, HTMR shall rec�uire its contractors to provide HTMR with certificate(s) of insurance documenting such coverage. Also, HTMR shall require its contractors to have City and HTMR endorsed as additional insureds (as their interest may appear) on their respective insurance policies. HTMR shall require its contractors to maintain builders risl< insurance at the limit of applicable project(s) costs when the value of materials involved exceeds $10,000 or at a different limit value as specified by City. P. Certification Re arding Lobbying The undersigned representative of HTMR hereby certifies, to the best of his or her knowledge and belief, that: No Federa] appropriated funds have been paid or• wil] be paid, by or on behalf of HTMR to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress in connection with the awarding of any Federal contract, the malcing of any Federal grant, the malcing of any Federal loan, the entering into of any cooperative agreement and the extension, continuation, renewal, amendment, or modification of any Federal conti•act, 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 einployee of any agency, member of Congress in connection with this Federal contract, grant, loan or cooperative agreement, HTMR as the case may be shall complete and subinit 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 malcing or entering into this Contract imposed by 31 USC 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. HOME FUNDS HomeTowne at Matador Ranch, LP Page 22 REV. 06-ZS-07 ,,��% �l l`i . , . _ .. , , ,i:i>, ., ��� �i�f i �j`�''� ��'i5{� _. J � :�'J`�1: JrI'� GG`�,� ' HTMR shall require that the language of this certification be included in all contracts and subcontracts or agreements involving the e�penditure of Federal funds. Q. MISCELLANEOUS PROVISIONS All terms of this Contract shall apply to any and all contractors of HTMR who are in any way paid with HOME Funds or who perform any woi�l< in connection with the Project. All notices required or permitted by this Contract must be in writing and ai•e deemed delivered on the earlier date of the date actually received or the third day following (i) deposit in a Untied States Postal Service post office or receptacle; (ii) with proper postage, certified mail return receipt requested; and (iii) addressed to the other Party at the address set out in the preamble of this Contract or at such other address as the receiving Party designates by proper notice to the sending Party. If applicable, HTMR must meet conditions and limitations for use of HOME Funds involving a primarily religious entity as set forth in the HOME Regulations. [SIGNATURES APPEAR ON FOLLOWING PAGE] HOME FUNDS Page 23 HomeTowne at Matador Ranch, LP REV. 06-25-07 IN WITNESS WHEREOF, the Parties have executed four copies of this Contract in Fort Worth, Tarrant County, Texas, this �� day of `�i,t:uk , 2007. ATT�ST: ,i•l�,' ������� ��"?�� �,?�, City re , Ivi&C: - r� Date:' r- �, � �.0 �, ' APPRO D AS TO FORM LEGALITY: Asst. City Attorney , CTTY OF FORT WORTH By: ,, _'� �-�.._.�v��--- ,,,�..� Dale A. Fisseler, Assistant City Manager HOMETOWNE AT MATADOR RANCH, LP By: Comunidad Mata.dor Ranch GP, LLC Its General Partner By: Comunidad Its Sole M� By: �� � l3oe . Ca.mpos, President STATE OF TEXAS § - i COUNTY OF TARRANT § '�_ l/ , '�� i i i( il'lCl�.. This instrument was acknowledged before me on ` ��` �� �, 2007, by Dal�- A. Fisseler; Assistant City Manager of the City of Fort'Worth, on behalf the City of Fort Worth. f, . , . ' . . � V � t..' �. ', �,... � .� ,A, � . � ` � �' � � � ' � ' `` Notary Public, State of Tezas ' ' � �.s�- .�-_ _, .�_. >- �<�- ��;;:; ��:��,�i.`:^:',€ �,il�9�RE � ��` � i��r� 6�1k * �" _ `yp �'j'. " �� �� l�XA� ���. -� �:� ��: `. . . STATE OF TEXAS § � _ .,: :�:;�����'��7 COUNTY OF TARRANT § � �1-�� =.; .� . �..<r��� _ This instrument was acknowledged before me on ,�unz,�, . 2007, by Joe R. Campos, President of Comunidad Corporation, a Texas non-profit corporation, the Sole Member of Comunidad Matador Ranch GP, LLC, a Texas limited liability company, the General Partner of HomeTowne at Matador Ranch, LP, a Texas limited ership, on behalf of said limited partnership. ` _ �/.�/� 7 CHRIS M. LINSCOMB Notary Public, State of Texas My Commission Expires June 13, 2010 Page 24 HOME FUNDS HomeTowne at Matador Ranch, LP otary Public, State of Texas REV.06-24-07 .1��� c,�� �'u�i 4�i�i ������ �;..,z� {�j� Lr, j�i 1,� 'I�J� t�J��J:C�:�� J�ol� EXHIBIT "A" PROJECT SUMMARY SCOPE OF WORK HomeTowne at Matador Ranch, LP DESCRIPTION: HomeTowne at Matador Ranch, LP, ("HTMR") will construct a new 198-unit affordable senior housing apartment complex at 8059 Crowley Road, Fort Worth, TX 76134 (the "Project"). Primary funding for the Project will be from financing from Bonds issued by the Tarrant County Housing Finance Corporation and Low Income Housing Tax Credits ("LIHTC") allocated by the Texas Department of Housing and Community Affairs ("TDHCA"). The Project will be constructed in accordance vvith the LIHTC proposal (and all applicable amendments) submitted to TDHCA during the 2007 application round. For the twenty year HOME-required Affordability Period, the Project will be managed by a professional management company in compliance with this Contract and applicable provisions of all HOME Regulations governing rental projects. The management company must have previous experience managing LIHTC projects and shall be approved in writing by the City of Fort Worth. All units in the Project will be affordable to households at or below 60% of Area Median Income ("AMI") as established by HUD. The HOME Funds will be provided in the form of a for -hvo-year full amortization loan, with a simple interest rate of four (4%) percent per annum calculated on a 480-month term and paid quarterly beginning in the tvventy-iifth (25th) month and continuing to the forty- second (42"d) anniversary of the date of execution of the Contract. Loan payments will be payable from Project cash flow prior to the payment of any deferred developer fee, with all principal and accrued interest due and payable on the forty-second (42°`�) anniversary date of execution of the Contract. In consideration for HOME Funds provided through this Contract, HTMR agrees to provide the following information and meet the following requirements: • Designate 10 (ten) units in the Project as HOME-assisted units, affordable to low- income tenants at 60% of AMI or below: The bedroom sizes of the designated HOME-assisted units shall be five (5) one-bedroom and five (5) two-bedroom units. These units shall not be fixed, but shall "tloat" throughout the Project. • During lease-up period, and until Project is fully leased, on a quarterly basis, report summary beneficiary data regarding the household income, size, race, ethnicity, gender of head of household, disability status, and rental assistance type for all tenants residing in HOME-assisted units, on the form attached to this Contract as Attachment IVa — Beneficiary Performance Report. • Submit to City a copy of its annual �nancial audit and TDHCA LIHTC compliance report for the term of the Contract. SPECIFIC PURPOSE: The specific purpose of this Program is to increase the availability of decent affordable housing for low income senior residents of the City of Fort Worth. PROGRAM OBJECTIVES: Construction of affordable housing project, to create 198 ne�v multi-family senior units. Ten (10) of these units will be dedicated "HOME-assisted" units, with a per-unit subsidy amount of $65,000 per unit ($650,000/10 =$65,000). Exhibit "B"-Project Budget Cost Item HOME Funds Other Sources (Tax Credits, etc.) Land & Holdin Costs $625,000 Construction Hard Costs General Requirements / Job Overhead Sitework Concrete Framing Masonry Metal / Hardware Insulation Roofing Electrical Plumbing HVAC Glass Flooring Painting/Decorating/Specialties Appliances Clean-up Contractor Fees Contingency Construction Soft Costs Architectural Design $25,000 Attorney & Accounting Fees Building Permits Appraisal & Market Analysis Environmental Assessment / Soils Report Survey Marketing Hazard & Liability Insurance Developer Fee Construction Interest Loan Costs Title & Recording Closing Costs Inspection Fees Contingency & Reserves Totals $650,000.00 Exhibit "C" — Project Implementation Timeline Program Implementation Timeline New Construction of HomeTowne at Matador Ranch Tar e�te Development Activitv Sum�ner 2007 HomeTowne at Matador Ranch, LP executes an agreement for syndication and sale of the allocation of Low Income Housing Tax Credits, and executes all required TDHCA legal documents. Jusze 26, 2007 HomeTowne at Matador Ranch, LP executes its contract with the City of Fort Worth for $650,000 in HOME funds. June 27, 2007 HomeTowne at Matador Ranch, LP executes an agreement for construction of the project. June 27, 2007 HomeTowne at Matador Ranch, LP executes an agreeinent with a lender for permanent financing of the project. Septeinber 31, 2008 HomeTowne at Matador Ranch, LP (or assigns) completes construction of 198- unitHomeTowne at Matador Ranch. May 28, 2008 HomeTowne at Matador Ranch, LP (or assigns) leases all units in accordance with established written tenant-selection procedures and all applicable HOME Regulations. Jaiz. to Dec. 2009 During the first year of unit lease-up, HomeTowne at Matador Ranch, LP submits quarterly reports of the following to City: a) Copy of rent roll and copy of lease forms used. b) Designation by unit of the ten (10) floating HOME-assisted units for that year, and status report on occupancy of those units and income eligibility of their tenants (Attachment IVa — Beneficiary Performance Report), Aniziversary Date of Coiztract E�eccctioiz, 2009 to 2051: During the twenty-year Affordability Period, the a reg ed upon mana�ement company will annually submit reports to City, including the following: c) Copy of rent roll and copy of lease forms used. d) Designation by unit of the ten (10) floating HOME-assisted units for that year, and status report on occupancy of those units and income eligibility of their tenants (Attachment IVa— Beneficiary Performance Report). e) Other such information as may be necessary and requested by City to verify compliance with HOME Regulations. EXHIBIT D CITY OF FORT WORTH HOUSING DEPARTMENT Audit Certification Form Subrecipient: Hometowne of Matador Ranch, L. P. Fiscal Year Ending: / /_ Mo Day Yr ❑ We have exceeded the federal expenditure threshold of $500,000. We will have our Single Audit or Program Specific Audit completed and will submit the audit report within nine (9) months after the end of the audited fiscal year. ❑ We did not exceed the $500,000 federal expenditure threshold required for a Single Audit or a Program Specific Audit to be perFormed this fiscal year. (Fill out schedule below) Federal Expenditure Disclosure Please list below all federal sources of funds that your organization has received I Federal Funds � during the past fiscal year. This section MUST be completed if a Single Audit or Program Audit is not required (Box 1 above). Pass Through Program Name & Contract Federal Grantor Grantor CFDA Number Number Expenditures Total Federal Expenditures for this Fiscal Year $_ Printed Name Title (Must be CFO, CEO or equivalent) Authorized Signature (Must be CFO, CEO or equivalent) Phone Number Date Failure to submit this or a similar statement or failure to submit a completed single audit package as described in the audit requirements by the required due date will result in suspension of funding and will affect eligibility for future funding. Submit this form to the City of Forf Worth within 60 days after the end of your Fiscal year CITY OF FORT WORTH HOUSING DEPARTMENT AUDIT REQUIREMENTS Organizations expending $500,000 or more in federal awards (from City of Fort Worth and other funding sources) during their fiscal years shall obtain either an annual single audit or a program specific audit. Organizations may have a program specific audit in accordance with OMB Circular A-133 if they expended funds for only one federal program as listed in the Catalog of Federal Domestic Assistance (CFDA). If funds are spent for more than one federal program, a single audit is required. The audited time period is the organization's fiscal year, and not the City of Fort Worth's funding period. The audit shall be conducted by a certified public accountant (CPA) that is licensed at the time of the audit by the appropriate regulatory body. The CPA shall meet all of the general standards concerning qualifications, independence, due professional care and quality control as required by Government Auditing Standards, including the requirements for continuing professional education and external peer reviews. Auditor selection must adhere to federal procurement requirements. A separate supplementary schedule of revenues, expenditures and changes in fund balance for each City of Fort Worth contract is no longer required. The Schedule of Expenditures of Federal Awards should list City of Fort Worth 's contract numbers, the total expended for each individual federal program, and the CFDA number (OMB A-133 §.310). The independent auditor's report should include all of the relevant items listed on the "Audit Report Checklist." Additional guidance on the conduct and reporting of these audits is contained in the latest issuance of the following publications: Government Auditing Standards issued by the Comptroller General of the United States, 2003 OMB CircularA-133 as revised 6/30/97 and amended June 2003 OMB CircularA-133 Compliance Supplement AICPA's Statement of Position 98-3, "Audits of States, Local Governments, and Not-for-Profit Organizations Receiving Federal Awards" Various AICPA audit guides for nonprofits, colleges and universities and health and welfare organizations AICPA's Audit Risk Alert "State and Local Governmental Developments" All organizations that receive a City of Fort Worth award must submit the provided Audit Certification Form which certifies whether you are subject to a single/program audit. Organizations receiving federal awards from the City of Fort Worth who are not required to have an audit shall certify in writing to the agency. The organizations Chief Executive Officer or Chief Financial Officer shall make the certification within 60 days of the end of the organization's fiscal year. The following items should be submitted to the City of Fort Worth Housing Department within the required timeframe: Due 60 davs after orqanization's fiscal vear end: (required for all subrecipients) • Completed Audit Certification Form Due within the earlier of 30 davs after receipt of the auditor's report or nine months after the end of the audit period. • Two copies of the entire audit report issued by the CPA • Two copies of any management letter issued by the CPA in conjunction with the audit report • Two copies of management's comments on all findings, recommendations, & questioned costs contained in the audit report and management letter, including a detailed corrective action plan Failure to submit any of these items by the required due date may result in holds on current draw requests, suspension of the organization's contract(s) and eligibility for future funding. If the organization does not meet the threshold for having a single/program audit conducted, records must still be kept available for review or audit by City of Fort Worth staff (OMB A-133 Subpart B Sec 200(d). If additional information is needed concerning these audit requirements, please call (817) 392-7540 to speak with staff in the Contract Compliance Division. CITY OF FORT WORTH HOUSING DEPARTMENT SINGLE AUDIT REPORT CHECKLIST The following components should be included in an audit submission. General Purpose or Basic Financial Statements of the Organization Opinion/Report on Organization's Financial Statements in accordance with GovernmentAuditing Standards Notes to the General Purpose or Basic Financial Statements of the Organization A Schedule of Expenditures of Federal Awards, including the Department's contract numbers, the total expended for the federal program, and the CFDA number (OMB A-133 Subpart C Sec 310). Opinion/Report on Schedule of Expenditures of Federal and State Awards Report on Compliance and on Internals Control Over Financial Reportinq Based on an Audit of Financial Statements Performed in Accordance With GovernmentAuditing Standards. (OMB A-133 § 505 (b)) Report on Compliance with Requirements Applicable to Each Major Program and Internal Control over Compliance in Accordance with OMB Circular A-133. (OMB A-133 § 505 (c)) Schedule of Findinqs and Questioned Costs (OMB A-133 §. 505d), including: Summary Schedule of Prior Audit Findinqs reporting the status of all findings included in the prior audit's schedule of findings and questioned costs. (OMB A- 133 Sec. 315 (a) and (b)) Corrective Action Plan including (OMB A-133 Sec. 315 (c)) name of person responsible for the corrective action, corrective action planned, anticipated completion date, and explanation and reason if auditee does not agree with findings or believes correction is not required. All reports are signed and dated by the auditor Two copies of the audit reports are submitted Two copies of the management letter, if issued in conjunction with the audit report Two copies of comments by management concerning all findings and recommendations included in management letter, including a corrective action plan H w � � W � z � � 0 x x H O � � � �I 0 � E� � U a QI � U z � a 0 �a w � � � � W z w aa U •� � W � l� .Vi �L � E Q a � t� w d � R •R �Qad > r z � Q w � 'O V � � �- �.� �� � ,� ; � � :� �w 3Q �� � �� z�z � = L. V �. CQ C'v �er� ^- Vi �U �i V V CC CC Cd � � Q F4 Q C� e� \ \ \ E c •' c� c a� Q Q c ' = `= :� ' .: � ^o��^o c _ C �3��. � 3� ^ __ C R C 'b �L �L � �x��QQ� '� � '�. � � 3 ; � • CJ � G U E CC E �!n � � � dz¢dmno �--� N M���D l 00 O� — Pa�e 1 of � City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 6/5/2007 DATE: Tuesday, June 05, 2007 LOG NAME: 05MATADORURRC REFERENCE NO.: C-221 G� SUBJECT: Approve a Construction/Permanent Loan to the Hometowne at Matador Ranch, LP., with a Sp�c�� � Limited Partnership with United Riverside Rebuilding Corporation Utilizing City HOME Funds RECOMMENDATION: It is recommended that the City Council: 1. Approve an subordinate construction/permanent loan to Hometowne at Matador Ranch, LP in il�� amount of $650,000 from the City of Fort Worth utilizing its HOME Program Fund allocation in conjuncfiion with Low Income Housing Tax Credits (LIHTC) awarded on April, 12, 2007 by the Texas Department of Housing and Community Affairs (TDHCA); 2. Approve acceptance of proceeds of multi-family bonds issued by the Tarrant County Housing Finance Corporation; 3. Authorize the City Manager or his designee to execute a contract for the project with the HomeTowne at Matador Ranch, LP for the project for a two year term beginning on the date of execution of the contract; 4. 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 applicable laws and regulations governing federal grant funds; and 5. Authorize the extension or renewal of the contract for up to one year, if Hometowne at Matador Ranch, LP requests an extension and is not in default under the terms of the contracts. DISCUSSION: Hometowne at Matador Ranch, LP with a Special Limited Partnership with United Riverside Rebuilding Corporation has requested subordinate financing in the amount of $650,000 for the construction of a 198- unit rental complex for senior citizens to be located at the 8059 block of Crowley Road. Comunidad Matador Ranch GP, LLC is the general partner and the contractor is to be determined. The development will feature a swimming pool, putting greens, walking area, toddler playground, a computer lab, and a fitness center, and other resident services. The 18-month construction period is anticipated to begin September 2008 and be completed in January 2010. Total project cost is estimated at $18,303,395 including the HOME funds. The loan of $650,000 from HOME funds contributes $3,283 towards the total per unit cost of $92,441. The leverage ratio for the HOME Program funds is 1 to 29.7 and will produce 9 HOME assisted units at a cost of $72,222 per unit. The interest rate shall be the applicable Federal Funds rate adjusted quarterly. The HOME funds will be secured by a subordinate Deed of Trust. The loan will be repaid out of cash flow. Other conditions of the contract include minority and women owned business participation in accordance with City policy. The above recommendations were approved by the Central City Revitalization and Economic Developmeni Committee on April 3, 2007. Page 2 of 2 The applicant has provided a support letter from Fort Worth Councilmember Jungus Jordan. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that upon approval of the above recommendations, funds will be available in the current operating budget, as appropriated in the Grants Fund. TO Fund/Account/Centers FROM Fund/Account/Centers GR76 539120 005206006XXX $650,000.00 GR76 539120 005206006070 $650,000.00 Submitted for City Manager's Office by: Originating Department Head: Additional Information Contact: Dale Fisseler (6140) Jerome Walker (7537) Charlie Price (7381) i)