HomeMy WebLinkAboutContract 41635 (2)STATE 011-4' TEXAS
COUNTY OE TARRANT
§ CH^ SECRETARY
§ CN TRACT NO.
This contract ("Contract") is made and entered into by and between the City of
Fort Worth (hereafter "City") and Race Street Lofts, Ltd. (hereafter "Developer"), a
Texas limited partnership. City and Developer may be referred to individually as a
"Party" and jointly as "the Parties".
The Parties state as follows:
WHEREAS, City has received a grant from the United States Department of
Housing and Urban Development ("HUD") through the HOME Investment Partnerships
Program ("HOME"), Program No. M-09-MC-480204 Catalog of Federal Domestic
Assistance No. 14.239, with which City desires to promote activities that expand the
supply of affordable housing and the development of partnerships among City, local
governments, local lenders, private industry and neighborhood -based nonprofit housing
organizations;
WHEREAS, the primary purpose of the HOME program pursuant to the HOME
Investment Partnerships Act at Title 11 of the Cranston Gonzales National Affordable
Housing Act of 1990, as amended, 42 U.S.C. 12701 et seq. and the HOME Investment
Partnerships Program Final Rule, as amended, 24 CFR Part 92 et seq. (the "HOME
Regulations" or "Regulations") is to benefit low income citizens by providing them with
affordable housing;
WHEREAS, Developer is a Texas limited partnership consisting of Race Street
Lofts GP, LLC, a Texas limited liability company, as general partner; an entity controlled
by NRP Holdings, an Ohio limited liability company, as Class B limited partner; Bank of
America, N.A., as Investor limited partner; and an affiliate of Investor as special limited
partner. The Fort Worth Housing Finance Corporation, a Texas housing finance
corporation, is the sole member of the general partner and will be the fee owner of the
land on which the Required Improvements (defined below) will be constructed;
WHEREAS, Developer submitted a proposal to use HOME funds for an eligible
project under the HOME Regulations whereby Developer will construct 36 multifamily
rental units to be located at 2817 Race Street in the City of Fort Worth, to be rented to
HOME Eligible Tenants during the Affordability Period ("Required Improvements" or
project) as further described in Exhibit "A"- Project Summary;
WHEREAS, Developer has received an award of Low Income Housing Tax
Credits ("LIHTC") from the Texas Department of Housing and Community Development
("TDHCA") to finance the construction of the Required Improvements to be commonly
known as the Race Street Lofts.
WHEREAS, City citizens and the City Council have determined that the
development of quality, accessible, and affordable housing is needed for moderate, low,
OFFIuAL PtCORD
CITY SECRETARY
t WORTH, TX
and very low-income citizens of Fort Worth;
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 Agreement.
2. DEFINITIONS.
In addition to terms defined in the body of this Contract, the following terms shall
have the definitions ascribed to them as follows:
Accessible Units means units accessible to handicapped tenants. Developer must comply
with Section 504 requirements and other federal accessibility requirements.
The Required Improvements must contain 3 Accessible Units. Of these 3 units, 2 units
must be accessible to individuals with mobility impairment, and the other 1 umt must be
accessible to individuals with visual or hearing impairments.
Affordability Period means the period of time that housing that is purchased, renovated
or constructed with HOME Funds must remain affordable and subject to recapture
provisions for the affordability periods described in 24 CFR Part 92.254 of the HOME
Regulations. Housing assisted with HOME Funds must remain affordable housing for
the following minimum periods:
• Any construction of new units, 20 years
• If refinancing with rehabilitation, 15 years
• If rehabilitation or acquisition only, then
• An investment of $14,999 or less per unit, 5 years
• An investment of $15,000 to $39,999 per unit, 10 years
• An investment of $40,000 or more per unit, 20 years
The Affordability Period for this project is 20 years. The Affordability Period begins on
the date that the project status is changed to ` complete" in HUD's Integrated
Disbursement Information System ("IDIS") maintained by the City and HUD as required
by the HOME Regulations
Area Median Income (AMI) means the median family income for the Fort Worth -
Arlington metropolitan statistical area as established by HUD.
Complete Documentation means a report or reports in a form reasonably acceptable to
City that contains a summary of all HOME eligible costs expended for the Required
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Improvements with the following supporting documentation as appropriate: (i) copies of
invoices for all completed work and other documents such as cancelled checks or wire
transfers necessary to demonstrate that such amounts were actually paid, including
without limitation; (ii) final lien releases signed by the general contractors or appropriate
subcontractors; (iii) copies of all City permits issued for such work and City -issued
`pass" inspections for such work; (iv) documentation to show compliance with M/WBE
bidding process for such work, as applicable; (v) Exhibits A-J (vi) sufficient proof to
show tenant income eligibility; and (vii) any other document or records reasonably
necessary to verify costs spent for such project.
Completion shall mean the substantial completion of the Required Improvements, as
evidenced by a HUD Compliance Inspection Report with final inspection approval from
the City.
Completion Deadline means January 31, 2013.
HOME Funds means City's HOME funds supplied by City to Developer under the
terms of this Contract.
HOME Unit means a unit that is subject to the HOME Regulations. HOME Units can
be designated as either High and\or Low HOME units.
This project contains 15 Home Units.
High HOME Unit means a unit that must be leased to High HOME Eligible Tenant and
leased for High HOME Rent. High HOME Units can float among units that are
materially similar in number of bedrooms, square footage, and amenities; however, if the
units are not materially similar, then the High HOME units must be fixed.
This project contains 12 High HOME Units.
Low HOME Unit means a unit that must be leased to Low HOME Eligible Tenant and
leased for Low HOME Rent Low HOME Units can float among units that are materially
similar in number of bedrooms, square footage, and amenities; however, if the units are
not materially similar, then the Low HOME units must be fixed.
If there are more than 5 HOME Units, then 20% of the total HOME units must be
designated as Low.
This project contains 3 Low HOME Units.
High HOME Eligible Tenant means a tenant whose annual income adjusted for family
size does not exceed 80% of AMI using the most current HUD Income Guidelines and
Technical Guidance for Determining Income and Allowances. The definition of annual
income to determine tenant income eligibility under this Contract shall be the definition
contained in 24 CFR Part 5.609 as amended from time to time.
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High HOME Rent means a rent amount that is the lesser of (a) the HUD established Fair
Market Rent for existing comparable housing units in the area; or (b) 30% of the adjusted
income of a family whose annual income equals 65% of AMI with applicable adjustment
for the bedroom size of the relevant housing unit.
Low HOME Eligible Tenant means a tenant whose annual income adjusted for family
size does not exceed 50% of AMI established by HUD and using the most current HUD
Income Guidelines and Technical Guidance for Determining Income and Allowances.
The definition of annual income to determine homebuyer eligibility under this Contract
shall be the definition contained in 24 CFR Part 5.609 as amended from time to time
Low HOME Rent means a rent amount that is no more than 30% of the annual income
of a family at 50% of AMI adjusted for family size.
Loan Documents means appropriate security instruments including without limitation,
notes, deeds of trust, security agreements, pledges or other similar security instruments
securing City's interest in the Required Improvements constructed under this Contract
and further securing the Developer's performance during the Affordability Period.
Property means the land on which the Required Improvements shall be constructed.
Source Documentation means any documentation allowed under the 24 CFR Part 5.609
definition of annual income
3. TERM AND EXTENSION.
3.1 Term.
The term of this Contract begins on the date of execution by the Parties (the
"Effective Date") and terminates in 2 years unless terminated as provided in this
Contract.
3.2 Extension.
This Contract may be extended for 1 year 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 Developer's anticipated budget and goals and
objectives 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 must be in writing as an amendment to this Contract.
4. DUTIES AND RESPONSIBILITIES OF CITY.
4.1 Loan of HOME Funds.
City shall loan up to One Million Four Hundred Twelve Thousand Five Hundred
Eight -Four and No/100 Dollars ($1,412,584.00) of HOME Funds in the form of 35 year
subordinate loan to complete the construction of the Required Improvements, under the
terms and conditions herein (the "Loan").
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4.2 Inspections.
The project must pass inspection and be approved during the construction period
as shown on a HUD Compliance Inspection Report completed by the City s Housing and
Economic Development Department inspectors .
4.3 City Will Monitor.
City will monitor the activities and performance of Developer and its contractors
as necessary, but no less than annually as required by the HOME Regulations, 24 CFR
Part 92.504.
5. DEVELOPER OBLIGATIONS.
5.1 Required Improvements.
In accordance with the temis and conditions of this Contract, Developer shall
construct the Required Improvements as described in Exhibit "A" - Project Summary.
5.2. Construction Schedule.
Developer will construct the Required Improvements in accordance with the
schedule set forth in the attached Exhibit "C" - Construction Schedule. Developer
shall not begin construction until City sends a Notice to Proceed. Developer's failure to
meet the construction schedule shall be an event of default. The City may at its sole
discretion approve any changes to the Construction Schedule after Developer has
submitted a written request for the change and a proposed modified Construction
Schedule. If approved, then the Parties shall execute an amendment to the Contract.
5.3 Use of HOME Funds.
5.3.1. Expenditures in Compliance with HOME Regulations and Contract.
Developer shall be reimbursed for the project costs with HOME Funds only if:
5.3.1.1 Costs are eligible expenditures in accordance with HOME
Regulations as determined by the City in its sole discretion.
5.3.1.2 Costs are in compliance with this Contract as determined
by the City in its sole discretion and are reasonable and
consistent with industry norms.
5.3.1.3 Developer must submit Complete Documentation as
determined by the City in its sole discretion.
5 3.2. Budget.
Developer agrees that these HOME Funds will be reimbursed in accordance with
Exhibit `B ' - Budget. Developer may not increase or decrease line -item amounts in the
Budget without City's prior written approval. The City may at its sole but reasonable
discretion approve any changes to the Budget after Developer has submitted a written
request for the change and a proposed modified Budget. If approved, then the Parties
shall execute an amendment to the Contract.
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5.3.3. Security for Citv's Interest.
To secure City's interest in the Required Improvements in the event that
Developer is unable for any reason to fully complete its obligations under this Contract,
Developer shall execute the Promissory Note and any other Loan Documents and record
the Deed of Trust encumbering the real property on which the Required Improvements
will be constructed. No funds will be paid or reimbursed until the Deed of Trust is
recorded. The City's interest in preserving the affordability of the HOME Units will be
additionally secured by the Declaration of Land Use Restrictive Covenants (` LURA")
established and enforced by TDHCA for the tax credits. The TDHCA's LURA shall
restrict the Project and Property to certain occupancy and rent requirements for a period
of 40 years.
5 3 4. Loan Terms and Conditions.
Developer will be required to:
5.3.4.1 Execute a subordinate Promissory Note and Deed of Trust
Security Agreement — Financing Statement and other Loan Documents
secured by Developer's interest in the Property and Required
Improvements in the amount of the Loan.
5.3.4.2 Provide City with a Mortgagee's Policy of title insurance in
the amount of the Loan.
5.3.4.3 Pay all costs associated with closing the Loan.
5.3.4.4 At least 1 business day before closing, Developer will
provide to City the estimated settlement statement.
5.3.4.5 Ensure City's lien is only subordinate to the senior
indebtedness described in a subordination agreement between City and
the construction lender and/or the permanent finance lender. City must
approve in writing any secured financing that is to be subordinate to
City' Loan.
5.3.4.6 1'he term of the Loan shall be 35 years from the date of the
Promissory Note. Payments of principal and interest shall be based on a
35 year amortization schedule Interest shall accrue at the rate of 1 % per
annum. Principal and interest shall be due and payable in equal annual
installments beginning on the date the Project's occupancy rate has
reached 90% for 3 consecutive months, or not later than 120 days after
receipt of a Certificate of Occupancy for the Required Improvements as
issued by the City's Planning and Development Department, and
continuing annually thereafter until the maturity date of the Loan as
described in the Promissory Note.
5.3.4.7 Principal and interest shall be payable out of net cash flow
as defined in the Agreement of Limited Partnership and as may be
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redefined in an Amended and Restated Agreement of Limited
Partnership. Principal and interest to the extent not paid from net cash
flow shall accumulate from year to year until paid but in no event shall
the principal and interest be repaid later than the maturity date.
5.3.4.8 Early repayment of the Loan shall not relieve Developer of
its obligations under this Contract or the HOME Regulations and will
not result in the release of the Deed of Trust which must remain in place
until the end of the Affordability Penod to secure Developer's
performance hereunder.
5.3.4.9 City agrees to subordinate its Loan or execute partial
releases as may be necessary as determined by City in its sole discretion
to allow Developer to complete its obligations under this Contract
provided that Developer is not otherwise in default of the provisions of
this Contract including but not limited to those provisions relating to
tenant income eligibility under both TDHCA and the HOME Program
requirements, and so long as the subordination or partial release is in the
City's best interest. The Deed of Trust will continue to secure
Developer's performance of its obligations hereunder throughout the
Affordability Period regardless of any repayment of the Loan.
5.3.4.10 Refinancing by Developer shall require the review and
prior written approval of City for the purpose of ensunng compliance
with the HOME affordability requirements which approval shall not be
unreasonably withheld.
5.3.4.11 Any failure by Developer to comply with Section 5.3.4 will
be an Event of Default under this Contract and the Loan Documents.
5.3.5. Payment of HOME Funds to Developer.
HOME Funds will be disbursed to Developer on a reimbursement basis upon
Developer's written and signed request for reimbursement and submission of Complete
Documentation to City in accordance with Exhibit "C" - Construction Schedule,
attached hereto and made apart hereof for all purposes.
5.3.6. Maintain Affordability Requirements.
Developer shall ensure that Required Improvements shall remain affordable
throughout the Affordability Period as required by the HOME Regulations. There shall
be a 10% payment of the total Loan amount by Developer to City as liquidated damages
if Affordability Requirements are not maintained during Affordability Period.
5.3.7 Affordability Requirement Survives Transfer.
The HOME Units must remain affordable without regard to the term of any
mortgage or transfer of ownership, pursuant to the terms of the Loan Documents, any
deed restrictions or other mechanism provided by HUD. Any sale or transfer of the
project during the Affordability Period excluding a transfer due to condemnation, will
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require the repayment of any unpaid principal or the new owner or transferee must
affirmatively assume in writing the obligations established hereunder for the HOME
Units.
5.4. Acknowledgement of Completion.
Within 90 days of Completion, Developer shall sign an acknowledgement that
City has met all of its obligations under this Contract, or shall sign a document stating
what City obligations are outstanding. Once City has met all of its obligations, Developer
shall sign an acknowledgement of same.
5.5 HOME Unit Reporting.
Developer must notify the City in writing within 30 days
5.5.1 if any HOME Unit is occupied by a tenant who is not income
eligible or,
5.5.2 if any HOME Unit remains vacant for more than 90 days.
6. RENTAL HOUSING CONSTRUCTION WITH HOME FUNDS
6.1 Construction to Conform to All Applicable Laws. Building Codes and
Ordinances.
All plans, specifications and construction for the Required Improvements shall (i)
conform to all applicable Federal, state and local laws, ordinances, rules and regulations,
including HOME Regulations (ii) meet all City building codes; (iii) be certified as
meeting the Energy Conservation requirements as required by the State of Texas in
Chapter 11 of the International Residence Code; (iv) for new construction, must conform
to the Model Energy Code, published by the Council of American Building Officials; and
(v) pass inspection by City's Housing and Economic Development Department
inspectors. Housing units constructed with HOME Funds furnished under this Contract
shall meet all applicable standards under City Codes and ordinances.
6.2 Property Standards.
Developer shall comply with the requirements contained in 24 CFR Part 92.251
as relates to Property Standards and Housing Quality Standards (HQS), and Accessibility
Standards under 24 CFR Part 92.251 (a)(3) as applicable, for the Required
Improvements.
6.2.1 Property Maintenance and Inspections.
Developer shall ensure that the project is maintained to the standards described in
Section 6 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 1 to 4 units, every 3 years; for projects with 5 to 25 units,
every 2 years; for projects with 26 or more units, every year.
6.3 Lead Paint Requirements.
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For units built prior to 1978, a lead assessment in accordance with Lead Based
Paint Requirements as found in 24 CFR Part 92.355 and 24 CFR Part 35 in the
construction and rehabilitation of the Required Improvements funded under this Contract.
6.4 Approval by City Not Release of Requirement.
Approval of any plans and specifications relating to the Required Improvements
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, their respective 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 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 contractors, and their respective officers,
agents, employees and subcontractors.
6.5 Approval by City of Subcontractors.
Developer shall ensure that all subcontractors utilized by Developer or
Developer's general contractor in the construction of the Required Improvements be
appropriately licensed and not be debarred or suspended from performing the
subcontractor's work within the City, the State of Texas, or the Federal government.
Developer must confirm that all subcontractors are not listed on the Federal Excluded
Parties List System www.epls.gov, and must submit printed verification of such searches
with the first reimbursement request which include invoices from any subcontractor.
Failure to submit such proof shall be an event of default. In the event that City
determines that any subcontractor has been debarred, suspended, or is not properly
licensed, Developer or Developer's general contractor shall immediately cause the
subcontractor to stop work on the project. In the event that any subcontractor has been
debarred, suspended, or is not properly licensed, Developer or Developer's general
contractor shall not be reimbursed for any work performed by such subcontractor.
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 subcontractor.
7. TENANT SELECTION AND INCOME VERIFICATION.
7.1 Income Eligibility.
Developer must use the annual income definition used by 24 CFR 5.609 to
establish tenant income eligibility. Developer shall use the most current HUD
Income Guidelines and Technical Guidance for Determining Income and
Allowances to determine tenant eligibility.
7.2 Income Verification.
7.2.1 Before executing any lease, Developer must verify all new tenants'
income eligibility with Source Documentation Afterward,
Developer must annually verify the tenant's income, but may use a
City -approved tenant self -certification foiui rather than Source
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Documentation.
7.2.2 Not withstanding the foregoing, every 6th year of the Affordability
Period, Developer must verify the income eligibility of all tenants
with Source Documentation.
7.2.3 Developer must maintain copies of such Source Documentation
and all tenant self -certification forms as required under this
Contract.
7.3 Tenant Lease.
Developer shall use a tenant lease that complies with the provision in the HOME
Regulations, 24 CFR Part 92.253, regarding the following issues:
7.3.1 Length of lease term shall not exceed 2 years and may not be
shorter than 1 year.
7.3.2 Lease may not include agreement by tenant to allow landlord to
take, hold or sell tenant's property without notice.
7.3.3 Lease may not include agreement by the tenant to excuse owner
from responsibility for intentional or negligent acts.
7.3.4 Lease may not authorize owner to institute a lawsuit without notice
to the tenant.
7.3.5 Lease may not include agreement by tenant to waive a jury trial or
right of appeal.
7.3.6 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.
7.3.7 Within 30 days of execution of each lease for HOME Units,
Developer must submit to City Exhibit "F' - Tenant
Demographic Report.
7.3.8 Developer shall provide City copies of revised lease forms within
30 days of any amendment to its lease form.
7.4. Tenant Rent.
As applicable to the number of HOME Units designated for the Required
Improvements and outlined in Exhibit "A" - Project Summary, rents charged to tenants
are subject to the HOME Regulations at 24 CFR 92.252 (a) and (b). Rents charged to
tenants in HOME Units are subject to review and approval by City Under no
circumstances may the maximum rental amounts charged to tenants of HOME Units
exceed the High Home Rent minus monthly allowances for utilities and services
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(excluding telephone) established by HUD. For projects with 5 or more HOME Units,
20% of the HOME Units must be occupied by families with incomes no higher than 50%
of AMI who are paying the Low HOME Rent. Developer agrees to abide by HUD -
approved schedules of HOME rent levels and locally adopted utility allowances
published by the Fort Worth Housing Authority.
7.5 Tenant Selection.
Within 30 days of Contract execution, Developer must submit to City for
approval written tenant selection policies and criteria that address the following:
7.5.1 Tenant Selection policy must be consistent with the purpose of
providing housing for very low and low income persons.
7.5.2 Tenant Selection policy must provide for:
7.5.2.1 The selection of tenants from a written waiting list in the
chronological order of their application, insofar as is
practicable;
7.5.2.2 The prompt written notification to any rejected applicant of
the grounds for such rejection; and
7.5 2 3 Bi-lingual leasing and management assistance.
7.5.3 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 Required Improvements.
7.5.4 The Tenant Selection policy must address non-discrimination and
affirmative marketing as discussed in Section 7.6.
7.5.5 The Developer must market accessible units in the following order:
7.5.5.1 Market within the project to persons requiring an accessible
unit.
7.5.5.2 Reference waiting list to check for persons requiring
accessible unit.
7.5.5.3 Market to general community for persons requiring
accessible unit.
7.5.5.4 Market to persons that do not require accessible unit.
7.5.6 The Tenant Selection policy must address lease requirements as
discussed in Section 7.3.
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7.5.7 The Tenant Selection policy must address managing HOME Unit
mix under HOME Regulations.
7.5.8 The Tenant Selection policy must comply with state and local
tenant/landlord laws.
7.6 Affirmative Marketing.
Developer must adopt and implement affirmative marketing procedures and
requirements for all housing assisted with HOME Funds as required by 24 CFR 92.351 if
the project involves the construction of 5 or more HOME Units. The procedures and
requirements must include methods for informing the public, owners and potential
tenants about fair housing laws and policies so as to ensure that all individuals without
regard for sex, age, race, color, creed, nationality, national origin, religion, handicap
status, disability, familial status, sexual orientation, gender identity, gender expression or
transgender, are given an equal opportunity to participate in the project. The procedures
and requirements must also include the designation of an individual that will be
responsible for marketing the project and establishing a clear application screening plan
and the maintenance of documentation and records to evidence affirmative marketing
procedures have been implemented. Developer's affirmative marketing procedures must
be submitted to City for approval prior to implementation. City shall have no
responsibility with regard to affirmative marketing of the project.
8. Additional HOME Requirements.
Developer agrees to comply with all requirements of the HOME Program as
stated in the HOME Regulations, including, but not limited to the following:
8.1 Environmental Review.
HOME Funds will not be paid, and costs cannot be incurred until City has
conducted and completed an environmental review 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 prior to the
environmental clearance, and any violation of this provision will result in the denial of
any funds under this Contract.
8.2 Contract Not Constituting Commitment of Funds or Site Approval.
Notwithstanding any provision of this Contract, the Parties agree and
acknowledge that this Contract does not constitute a commitment of funds or site
approval, and that such commitment of funds 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 Compliance with the Uniform Relocation Act.
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.
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8.4 Compliance with Davis Bacon. Developer will comply with the Davis
Bacon Act as described herein In order to monitor for compliance, the City requires
access to employee payrolls and other wage information and must have the ability to
interview employees.
8.5. Monitoring.
8.5.1 Developer understands and agrees that it will be subject to monitoring by
City for compliance with the HOME Regulations for the duration of the Affordability
Period and until the project is closed in HUD's IDIS system. Developer will provide
reports and access to project files as requested by City during the Affordability Period
and for five (5) years after closeout of this Contract in HUD's IDIS system, and will meet
all the reporting requirements set out in this Contract. This Section shall survive the
termination or expiration of this Contract.
8.5.2 City shall have access at all reasonable hours to the Developer's offices
and records dealing with the use of the HOME Funds that are the basis of this Contract,
and its officers, directors, agents, employees, and contractors for the purpose of such
monitoring.
8.5.3 In addition to other provisions of this Contract regarding frequency of
monitoring, City reserves the right to perform desk reviews or on -site momtoring of
Developer's compliance with the terms and conditions of this Contract, and of the
adequacy and timeliness of Developer's performance under this Contract. 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.
8.6 Developer Procurement Standards.
Developer shall establish procurement procedures to ensure that materials and
services are obtained in a cost effective manner. When procuring services to be provided
under this Contract Developer shall comply at a minimum with the procurement
standards at 24 CFR Part 84.40 through 24 CFR Part 84.48. Developer shall comply with
all applicable federal, state and local laws, regulations, and ordinances for making
procurements under this Contract.
8.7 Cost Principles/Cost Reasonableness.
Developer shall administer its use of HOME Funds in compliance with OMB
Circular A-122, "Cost Principles for Non -Profit Organizations", as amended from time to
time. The allowability of costs incurred for perfoiniance rendered shall be determined in
accordance with OMB Circular A-122 as supplemented by the provisions of this
Contract.
8.8 Terms Applicable to Contractors and Subcontractors.,
Developer understands and agrees that all terms of this Contract shall apply to any
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and all contractors and subcontractors of Developer which are in any way paid with
HOME Funds or who perform any work in connection with Developer's program.
Developer shall monitor the services and work performed by its contractors and
subcontractors for compliance with the HOME Regulations. Developer is liable for all
violations of the HOME Regulations committed by its contractors or subcontractors.
9. REPORTING AND DOCUMENTATION REOUIREMENTS.
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 source and back-up documentation.
10. REIMBURSEMENT REOUIREMENTS.
10.1 With each reimbursement request, Developer shall provide City with the
following reports and supporting documentation:
10.1.1 Exhibit "E" - Narrative Report. This report shall contain
information detailing activities since last submitted reimbursement
request
10.1.2 Exhibit "G" - Request For Funds. This report shall contain the
amount of funds requested for reimbursement and shall be signed by the
authorized signatory of the Developer
10.1.3 Exhibit "H" - Detail Statement of Costs. This report shall
contain information regarding the current reimbursement request and
cumulative balance and shall be signed by the authorized signatory of
the Developer
10.1.4 Exhibit "I" - Expenditures Worksheet. This report shall and
shall be signed by the authorized signatory of the Developer and shall
contain an itemized listing of all eligible expenses requested for
reimbursement. In order for this report to be complete the following
must be submitted:
10.1.4.1 Invoices for all expenses listed — the invoice must
clearly show it pertains to the site described in the project
description;
10.1.4.2 Proof that the expenses were paid by the Developer
which can be satisfied by cancelled checks, wire transfers or other
appropriate banking documentation; and
101.4.4 Lien releases as City reasonably determines
necessary. The final reimbursement shall not be disbursed until all
liens are released to City's satisfaction as evidenced by a title report
and proof of Completion is provided.
10.1.5 Exhibit "J" - Davis Bacon Report.
The City retains the right to change reporting requirements and forms at its
discretion. Upon such change, then the Parties shall execute an amendment to the
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Contract.
10.2 Withholding Payment. IF THE REQUIRED REPORTS AND
APPROPRIATE SUPPORTING DOCUMENTATION ARE NOT RECEIVED BY
THE DUE DATE, CITY SHALL WITHHOLD PAYMENTS REQUESTED
UNDER THIS CONTRACT. Failure to submit required reports shall be an event
of default.
11. DEFAULT AND TERMINATION.
11.1 Failure to Begin or Complete the Required Improvements
11.1.1 If Developer fails to begin construction within 12 months of the
execution of this Contract, the 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, 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.
11.2 Failure to Submit Required Documentation During Construction.
If Developer fails to submit any report or provide documentation required by this
Contract during construction of the Required Improvements as described in Section 10,
or if the submitted report or documentation is not in compliance with this Contract or
HOME Regulations as determined by City, City will notify Developer in writing and the
Developer will have 15 calendar days from the date of the written notice to submit or
resubmit any such report or documentation. If the Developer fails to submit or resubmit
any such report or documentation within such time, City shall have the right to withhold
payments or terminate this Contract effective immediately upon written notice of such
intent with no penalty or liability to City. Notwithstanding anything to the contrary
herein, City will not be required to pay any HOME Funds to Developer during the period
that any report or documentation is past due or is not in compliance with this Contract or
the HOME Regulations. In the event of termination under this Section 11.2, all HOME
Funds awarded but unpaid to Developer pursuant to this Contract shall be immediately
rescinded and Developer shall have no further right to such funds, and any HOME Funds
already paid to Developer must be repaid to City within 30 days of the termination.
Failure to repay such HOME Funds will result City exercising all legal remedies under
this Contract.
11.3 Failure to Submit Required Reports and Documentation During
Operation.
If Developer fails to submit any report or documentation required by this Contract
after Required Improvements are completed„ or if the submitted report or documentation
is not in compliance with this Contract or the HOME Regulations as determined by City,
City will notify Developer in writing and the Developer will have 15 calendar days from
the date of the written notice to submit or resubmit any such report or documentation to
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City. If the Developer fails to submit or resubmit any such report or documentation
within such time, City shall have the right to terulinate this Contract effective
immediately upon written notice of such intent with no penalty or liability to City. .
11.4 In General.
Subject to Section 11.1, 11.2, and 11.3 and unless specifically provided otherwise
in this Contract, Developer shall be in default under this Contract if Developer breaches
any term or condition of this Contract. In the event that such a breach remains uncured
after thirty (30) calendar days following written notice by City or, if Developer has
diligently and continuously attempted to cure following receipt of such written notice but
reasonably required more than thirty (30) calendar days to cure, as determined by both
Parties mutually and in good faith, City shall have the right to elect, as determined in
City's sole discretion, to terminate this Contract effective immediately upon written
notice of such intent to Developer, or to pursue any other legal remedies available to City
to ensure compliance with this Contract and the Loan Documents. In the event of
termination under this Section 11.4, all HOME Funds awarded but unpaid to Developer
pursuant to this Contract shall be immediately rescinded and Developer shall have no
further right to such funds, and any HOME Funds already paid to Developer must be
repaid to City within 30 days of the termination.
11.5 No Funds Disbursed while in Breach.
Developer understands and agrees that no HOME Funds will be paid to Developer
until all defaults are cured to the satisfaction of City.
11.6 No Compensation After Date of Termination.
In the event of termination, Developer shall not receive any compensation for
work undertaken after the date of the termination.
11.7 Riehts 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 the foregoing
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 the Contract.
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.
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City may terminate this Contract in the event of Developer's default, inability, or
failure to perform, or otherwise whenever such termination is determined by City to be in
City's best interest. Likewise, Developer may terminate this Contract if City does not
provide the HOME Funds substantially in accordance with this Contract.
11.11 Termination for Convenience.
In terminating in accordance with 24 C.F.R. 85.44, 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 the 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. However, if, in the case of a partial termination, City
determines that the remaining portion of the Contract to be performed or HOME Funds to
be spent will not accomplish the purposes for which the Contract was made, City may
terminate the Contract in its entirety.
11.12 Dissolution of Developer Terminates Contract.
In the event Developer is dissolved or ceases to exist, all assets acquired with
HOME Funds including cash, interest payments from loans or otherwise, all outstanding
notes, mortgages or other security instruments used to secure HOME Funds, any accounts
receivable attributable to the use of HOME Funds and any real or personal property
owned by Developer that was acquired or improved with HOME Funds shall
automatically transfer to City and this Contract shall terminate.
11.13 Intentionally Deleted.
12. REPAYMENT OF HOME FUNDS.
All HOME Funds are subject to repayment in the event the project does not meet
the requirements as set out in this Contract or in the HOME Regulations.
13. MATERIAL OWNERSHIP CHANGE.
If ownership of the 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 will constitute a waiver. In the event of termination under this Section 13,
all HOME Funds awarded but unpaid to Developer pursuant to this Contract shall be
immediately rescinded and Developer shall have no further right to such funds, and any
HOME Funds already paid to Developer must be repaid to City within 30 days of the
termination.
14. SURVIVAL.
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Any provision of this Contract that pertains to affordability, monitoring, tenant
income eligibility, tenant rent and selection, tenant lease, record keeping and reports, and
City Building Codes, ordinances and housing quality standards, as well as any applicable
HOME requirements, and any default and enforcement provisions necessary to enforce
such provisions, shall survive the termination of this Contract and shall be enforceable by
City against Developer throughout the Affordability Period.
15. GENERAL PROVISIONS
15.1 Developer 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 perfon ring same, and shall be solely responsible for the acts
and omissions of its officers, members, agents, servants, employees, contractors, tenants,
licensees or invitees.
15.2 Doctrine of Respondeat Superior.
The doctrine of respondeat superior shall not apply as between City and
Developer, its officers, members, agents, servants, employees, contractors, 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, licensees or invitees.
15.3 Developer Property. City shall in no way be nor under any
circumstances be responsible for any property belonging to Developer its officers,
members, agents, employees, contractors, 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.
15.4 Religious Organization.
No portion of the HOME Funds shall be used in support of any sectarian or
religious activity In addition, there must be no religious or membership criteria for
tenants of a HOME -funded property.
15.5 Audit.
15.5.1 Entities that Expend $500.000 or more in Federal Funds Per Year.
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. The audit shall
cover the Developer's fiscal years during which this Contract is in force. The audit must
be prepared by an independent certified public accountant, be completed within 6 months
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following the end of the period being audited and be submitted to City within 30 days of
its completion. Developer's audit certification is attached hereto as Exhibit `D" "Audit Certification Form" and "Audit Requirements". The Audit Certification Form
must be submitted to City within 60 days of the end of period being audited (Developer's
fiscal year). Entities that expend less than $500,000 a year in Federal funds are exempt
from Federal audit requirements for that year, but records must be available for review or
audit by appropriate officials of the Federal agency, City, and General Accounting
Office.
15.5.2 City Reserves the Right to Audit.
City reserves the right to perfonn an audit of Developer's project operations and
finances at any time during the term of this Contract, if City determines that such audit is
necessary for City's compliance with OMB Circular A-133, and Developer agrees to
allow access to all pertinent materials as described herein. If such audit reveals a
questioned practice or expenditure, such questions must be resolved within 15 business
days after notice to Developer of such questioned practice or expenditure. If questions
are not resolved within this period, City reserves the right to withhold further funding
under this and/or future contract(s) with Developer. IF AS A RESULT OF ANY
AUDIT IT IS DETERMINED THAT DEVELOPER HAS FALSIFIED ANY
DOCUMENTATION OR MISUSED, MISAPPLIED OR MISAPPROPRIATED
HOME FUNDS OR SPENT HOME FUNDS ON ANY INELIGIBLE ACTIVITIES,
DEVELOPER AGREES TO REIMBURSE CITY THE AMOUNT OF SUCH
MONIES PLUS THE AMOUNT OF ANY SANCTIONS, PENALTY OR OTHER
CHARGE LEVIED AGAINST CITY BY HUD BECAUSE OF SUCH ACTIONS.
15.6 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.
15.7 Governinu Law.
In any questions involving state law, for any action, whether real or asserted, at
law or in equity, arising out of the execution, performance or non-performance of this
Contract, in any issue not governed by federal law, the choice of law shall be the law
from the State of Texas.
15.8 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.
15.9 Written A2reement Entire A2reement.
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
agreement by the Parties hereto concerning the work and services to be performed under
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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 must be executed by each Party to this Contract.
15.10. Paragraph Headings for Reference Only, No Legal Significance.
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.
15.11 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.
Those laws include, but are not limited to:
➢ HOME Investment Partnership Act as set out above
➢ Title VI of the Civil Rights Act of 1964 (42 U.S.C. Sections 2000d et seq.)
including provisions requiring recipients of federal assistance to ensure
meaningful access by person of limited English proficiency
➢ The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C.
Sections 3601 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.0 Sections 1251 et seq.) and the
Clean Water Act of 1977, as amended (33 U.S.C. Sections 1251 et seq.) and
the related Executive Order 11738. In no event shall any amount of the
assistance provided under this Contract be utilized with respect to a facility
that has given rise to a conviction under the Clean Air Act or the Clean Water
Act.
➢ Immigration Reform and Control Act of 1986 (8 U.S.C. Sections 1101 et seq.)
specifically including the provisions requiring employer verifications of legal
status of its employees
➢ The Americans with Disabilities Act of 1990 (42 U.S.C. Sections 12101 et
seq.), the Architectural Barriers Act of 1968 as amended (42 U.S.C. sections
4151 et seq.) and the Uniform Federal Accessibility Standards, 24 CFR Part
40, Appendix A
➢ Regulations at 24 CFR Part 87 related to lobbying, including the requirement
that certifications and disclosures be obtained from all covered persons
➢ Drug Free Workplace Act of 1988 (41 U.S.C. Sections 701 et seq.) and 24
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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
➢ Regulations at 24 CFR Part 92 Home Investments Partnership Program Final
Rule
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 sea.) and its related regulations at 24 CFR Part 135
If the work performed under this Contract is on a project assisted under a program
providing direct Federal financial assistance from HUD, Section 3 of 24 CFR 135.38
("Section 3") requires that the following clause, shown in italics, be inserted in all
covered contracts ("Section 3 Clause"):
Section to be quoted in covered contracts begins:
"A. The work to be performed under this contract is subject to the
requirements of Section 3 of Housing and Urban Development Act of
1968, as amended, 12 U.S.C. section 1701u (Section 3). The purpose of
Section 3 is to ensure that employment and other economic opportunities
generated by HUD assisted or HUD -assisted projects covered by Section
3, shall to the greatest extent feasible, be directed to low- and very -low
income persons, particularly persons who are recipients of HUD
assistance for housing.
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 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
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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 certifr 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 work 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. section 450e) also
applies to the work to be performed under this Contract. Section 7(b)
requires that to the greatest extent feasible (i) preference and
opportunities for training and employment shall be given to Indians, and
(ii) preference in the award of contracts and subcontracts shall be given to
Indian organizations and Indian -owned Economic Enterprises. Parties to
this contract that are subject to the provisions of Section 3 and Section
79b) agree to comply with Section 3 to the maximum extent feasible, but
not in derogation of compliance with Section 7(b). "
Section to be quoted in covered contracts ends.
City and Developer understand and agree that, if applicable to the Project,
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 and the contractors. Failure to fulfill these requirements shall subject
Developer 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.
15.12 Prohibition Against Discrimination.
15.12.1 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
Section 17-88 of the City of Fort Worth Code of Ordinances. 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,
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members, agents, employees, or Project participants to engage in such discrimination.
15.12.2 No Discrimination in Employment during the Performance of
this Contract.
During the performance of this Contract Developer agrees, and will require the
following provision in all contracts with its contractors:
[Contractor's Namel_ 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 Namel will take
affirmative action to ensure that applicants are hired without regard to race, color, sex,
gender religion, national origin, familial status, disability or perceived disability, sexual
orientation gender identity, gender expression or transgender and that employees are
treated fairly dunng 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 Namel
agrees to post in conspicuous places, available to employees and applicants for
employment, notices setting forth the provisions of this nondiscrimination clause.
[Contractor s Name] will, in all solicitations or advertisements for
employees placed by or on behalf of [Contractor s Namel , 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 Namel covenants that neither it nor any of its officers,
members, agents, employees, Project participants 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 Name] further covenants that neither it nor its officers,
members, 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 statutory
requirement.
15.12.3 Developer's Contractors and ADA.
In accordance with the provisions of the Americans With Disabilities Act of 1990
("ADA"), Developer warrants that it and any of its contractors will not unlawfully
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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 or any of its contractors 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 OR CONTRACTORS AGAINST CITY ARISING OUT OF
DEVELOPER'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, 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, applicant or tenant has been discriminated
against under the terms of such ordinances by either or its officers, members, agents,
employees or contractors.
15.13. Prohibition Against Interest / Conflict of Interest.
15.13.1 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.
15.13.2 No persons who are employees, agents, consultants,
officers or elected officials or appointed officials of City or of Developer who exercise or
have exercised any functions or responsibilities with respect to activities assisted with
HOME funds or who are in a position to participate in a decision -making process or gain
inside information with regard to these activities may occupy a HOME Unit, may obtain
a financial interest or benefit from a HOME -assisted activity, or have an interest in any
contract, subcontract or agreement with respect thereto, or the proceeds thereunder, either
for themselves or those with whom they have family or business ties, during their tenure
or for 1 year thereafter, unless they are accepted in accordance with the procedures set
forth at 24 C.F.R. Part 92.356.
15.13.3 Developer affirms that it will adhere to the provisions of
the Texas Penal Code which prohibits bribery and gifts to public servants.
15.13.4. In the procurement of property and services by Developer
the conflict of interest provisions of 24 CFR Part 85.36 and 24 CFR Part 84 42,
respectively, shall apply. In all cases not governed by those sections, the provisions of 24
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CFR Part 92.356 of the HOME Regulations shall apply.
15.14 Labor Standards.
15 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 U.S. Department of Labor at
29 CFR Part 5. Developer shall maintain documentation that demonstrates compliance
with hour and wage requirements of this Contract and HOME Regulations. Such
documentation shall be made available promptly to City for review upon request.
15.14.2 Developer agrees that, except with respect to the
rehabilitation or construction of residential property containing less than 12 units assisted
with HOME funds, all contractors engaged under contract for construction, renovation or
repair work financed in whole or in part with assistance provided under this Contract,
shall comply with Federal requirements adopted by City pertaining to such contracts and
with the applicable requirements of the regulations of the Department of Labor under 29
CFR Parts 1, 3, 5 and 7 governing the payment of wages and ratio of apprentices and
trainees to journey workers; provided that, if wage rates higher than those required under
these regulations are imposed by state or local law, nothing hereunder is intended to
relieve Developer of its obligation, if any, to require payment of the higher wage.
Developer shall cause or require to be inserted in full, in all such contracts subject to such
regulations, provisions meeting the requirements of this paragraph.
15.15 Minority and Women Business Enterprise Commitment.
Developer agrees to abide by 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, Developer 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.
15.16 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.
15.17 Assienment.
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
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same without approval shall be void, and shall constitute a breach of this Contract.
15.18 Right to Inspect Contractor Contracts.
It is agreed that City has the right to inspect and approve in writing any proposed
contracts between Developer and any contractor engaged in any activity in conjunction
with this HOME funded Project prior to any charges being incurred.
15.19 Force Majeure
If Developer becomes unable, either in whole or part, to fulfill its obligations
under this Agreement 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 such 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. Developer will give City wntten
notice of the existence, extent and nature of the Force Majeure Event as soon as
reasonably possible after the occurrence of the event. Developer will use commercially
reasonable efforts to remedy its inability to perfoiin as soon as possible Failure to give
notice will result in the continuance of the Developer's obligation regardless of the extent
of any existing Force Majeure Event.
16. Indemnification and Release.
DEVELOPER COVENANTS AND AGREES TO INDEMNIFY, HOLD
HARMLESS AND DEFEND, AT ITS OWN EXPENSE, CITY AND ITS
OFFICERS, AGENTS, SERVANTS AND EMPLOYEES FROM AND AGAINST
ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE
AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL
PERSONS, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE
EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR
NONPERFORMANCE OF THIS CONTRACT AND/OR THE OPERATIONS,
ACTIVITIES AND SERVICES OF THE PROJECT DESCRIBED HEREIN,
WHETHER OR NOT CAUSED IN WHOLE OR IN PART, BY ALLEGED
NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS OR SUBCONTRACTORS OF CITY; AND DEVELOPER
HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY OF CITY AND
ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES FOR ANY AND
ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR
PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF
WHATSOEVER KINDS OR CHARACTER, WHETHER REAL OR ASSERTED,
ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION,
PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE
OF THIS CONTRACT AND AGREEMENT AND/OR THE OPERATIONS,
ACTIVITIES AND SERVICES OF THE PROJECT DESCRIBED HEREIN,
WHETHER OR NOT CAUSED IN WHOLE OR IN PART BY ALLEGED
HOME DEVELOPER RENTAL CONTRACT
Race Street Lofts, Ltd.
26
Rev 03-30-11
NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS OR SUBCONTRACTORS OF CITY. DEVELOPER
LIKEWISE COVENANTS AND AGREES TO AND DOES HEREBY
INDEMNIFY AND HOLD HARMLESS CITY FROM AND AGAINST ANY AND
ALL INJURY, DAMAGE OR DESTRUCTION OF PROPERTY OF CITY,
ARISING OUT OF OR IN CONNECTION WITH ALL ACTS OR OMISSIONS
OF DEVELOPER, ITS OFFICERS, MEMBERS, AGENTS, EMPLOYEES,
CONTRACTORS, SUBCONTRACTORS, INVITEES, LICENSEES, OR
PROJECT PARTICIPANTS, OR CAUSED, IN WHOLE OR IN PART, BY
ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS,
EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY.
IT IS THE EXPRESS INTENTION OF THE PARTIES, BOTH
DEVELOPER AND CITY, THAT THE INDEMNITY PROVIDED FOR THIS
SECTION INCLUDES INDEMNITY BY DEVELOPER TO INDEMNIFY AND
PROTECT CITY FROM THE CONSEQUENCES OF CITY'S OWN
NEGLIGENCE, WHETHER THAT NEGLIGENCE IS ALLEGED TO BE THE
SOLE OR CONCURRING CAUSE OF THE INJURY, DAMAGE OR DEATH.
DEVELOPER AGREES TO AND SHALL RELEASE CITY, ITS AGENTS,
EMPLOYEES, OFFICERS AND LEGAL REPRESENTATIVES FROM ALL
LIABILITY FOR INJURY, DEATH, DAMAGE OR LOSS TO PERSONS OR
PROPERTY SUSTAINED IN CONNECTION WITH OR INCIDENTAL TO
PERFORMANCE UNDER THIS CONTRACT, EVEN IF THE INJURY, DEATH,
DAMAGE OR LOSS IS CAUSED BY CITY'S SOLE OR CONCURRENT
NEGLIGENCE.
DEVELOPER SHALL REQUIRE ALL OF ITS CONTRACTORS AND
SUBCONTRACTORS TO INCLUDE IN THEIR CONTRACTS AND
SUBCONTRACTS A RELEASE AND INDEMNITY IN FAVOR OF CITY IN
SUBSTANTIALLY THE SAME FORM AS ABOVE.
17. Waiver of Immunity by Developer.
If Developer 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, 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.
18. Insurance and Bonding.
Developer will maintain blanket fidelity coverage in the form of insurance or
bond in the amount of $30,000 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 bond shall be used to reimburse City for any and all loss of HOME Funds
HOME DEVELOPER RENTAL CONTRACT
Race Street Lofts, Ltd.
27
Rev 03-30-11
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 Developer.
Developer shall furnish to City, in a timely manner, but not later than 10 days
after Developer has signed the Contract, 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 risks incident to or in connection with the execution,
performance, attempted performance or nonperfoiinance of this Contract. Developer
shall maintain, or require its general contractor to 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"
P ending availability of the above coverage and at the discretion of City, the policy shall
be the primary responding insurance policy versus a personal auto insurance policy if or
when in the course of Developer's business as contracted herein.
Workers' Compensation Insurance
P art A: Statutory Limits
P art 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.
Directors and Officers Insurance
Optional (Highly Recommended)
Note: This insurance shall cover Developer and any associated Board of
Directors members.
Additional Requirements
HOME DEVELOPER RENTAL CONTRACT
Race Street Lofts, Ltd.
28
Rev 03-30-11
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 thirty (30) days following notice to Developer of such requirements.
Developer will submit to City documentation that it, and its general contractor,
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 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 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 Program, 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.
Developer shall require its builder to maintain builders risk insurance at the value of the
construction.
19. Certification Regarding Lobbying.
HOME DEVELOPER RENTAL CONTRACT
Race Street Lofts, Ltd.
29
Rev 03-30-11
The undersigned representative of Developer hereby certifies, to the best of his or
her 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.
20. Litigation and Claims
Developer shall give City immediate notice in writing of any action, including
any proceeding before an administrative agency, filed against Developer in conjunction
with this Contract or the project. Developer shall furnish immediately to City copies of
all pertinent papers received by Developer with respect to such action or claim.
Developer shall provide a notice to City within 10 days upon filing under any bankruptcy
or financial insolvency provision of law.
21. Notice.
All notices required or permitted by this Contract must be in writing and are
deemed delivered on the earlier date of the date actually received or the third day
following (i) deposit in a United 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 below or at such other address as the receiving Party
designates by proper notice to the sending Party.
City:
HOME DEVELOPER RENTAL CONTRACT
Race Street Lofts, Ltd.
30
Rev 03-30-11
City Attorney's Office
1000 Throckmorton Street
Fort Worth, TX 76102
Telephone: 817-392-7600
Copy to:
Director of Housing and Economic Development
1000 Throckmorton Street
Fort Worth, TX 76102
Telephone: 817-392-7540
Copy to:
Project Coordinator
1000 Throckmorton Street
Fort Worth, TX 76102
Telephone: 817-392-6342
Developer :
Race Street Lofts, Ltd.
C/O Fort Worth Housing Finance Corporation
1000 Throckmorton
Fort Worth, Texas 76102
Telephone: 817-3 92-5 804
Copy to:
NRP Group LLC
111 Soledad, Suite 1220
San Antonio, Texas 78205
Attention: Debra Guerrero
22. Developer Has Leual 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.
[SIGNATURES APPEAR ON NEXT PAGE]
HOME DEVELOPER RENTAL CONTRACT
Race Street Lofts, Ltd.
31
Rev 03-30-11
IN WITNESS WHEREOF, the Parties hereto have executed four copies of this
Contract in Fort Worth, Tarrant County, Texas, this 3\9 day of r\oi--
2011.y
ATTEST:
City Secretar
M&C: C-24553
Date: October 19, 2010
APPROVED AS TO FO
teettate,S
Assistant City Attorney
4`Q- masla, .:1 CITY
o,o
pow..
O
Y:
Alanis, Assistant City Manager
RACE STREET LOFTS, LTD.
By: Race Street Lofts GP, LLC, its general partner,
By: Fort Worth Housing Finance Corporation,
its sole member
By:
Jesus J. Chapa,
Manager
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on ¥Y'I &rth a , 2011 by
Susan Alanis, Assistant City Manager of the City of Fort Worth, on behalf the City of
Fort Worth.
taaE.isa.so w0r
est
[4,1S1 LINDA M. HIRRLINGER
Y 'R,, `3 MY COMMISSION EXPIRES
:'y•February 2, 2014
tizisamorasesisse
STATE OF TEXAS
COUNTY OF TARRANT
This instrument was acknowledged before me on 7Y7tvcQI3\ c�Q t t by Jesus J.
g.i
Chapa, Manager of the Fort Worth Housing Finance Corporation, a
Texas non-profit corporation, on behalf of said corporation, as sole member of Race
Street Lofts GP, LLC, a Texas limited liability company, general partner of Race Street
Lofts, Ltd., a Texas limited partnership, acting o b half of such li ited . art er j 'p.
.J Stilialataingill‘
•
I1 i•
irlf16%• itY‘ *Wald%
Notary Public, State of Texas
g01.112kt
SARAH J. ODLE
MY COMMISSION EXPIRES
November 5, 2011
HOME DEVELOPER RENTAL CONTRACT
Race Street Lofts, Ltd.
Notary Public, Stat
32
Texas
1 OFFICIAL RECORD
‘e:"33-hletETARY
;:T'. WORTH, TX
Exhibits:
Exhibit
Exhibit
Exhibit
Exhibit
Exhibit
Exhibit
Exhibit
Exhibit
Exhibit
Exhibit
"A" — Project Summary
"B" — Budget
"C" — Construction Schedule
"D" — Audit Certification Form and Audit Requirements
"E" — Narrative Report
"F" — Tenant Demographic Report
"G" — Request For Funds
"H" — Detail Statement of Costs
"I" — Expenditures Worksheet
"J" — Davis Bacon Report
HOME DEVELOPER RENTAL CONTRACT 33
Race Street Lofts, Ltd.
Rev 03-30-11
EXHIBIT "A"
PROJECT SUMMARY - SCOPE OF WORK
RACE STREET LOFTS, LTD.
DESCRIPTION:
Race Street Lofts, Ltd. ("Developer") will acquire five (5) lots, relocate existing residents, demolish
any existing structures, and construct the Race Street Lofts including a clubhouse located at 2817 Race
Street, Fort Worth, TX. 76111 (the `Project"). Primary funding for the Project will be from Low
Income Housing Tax Credits ("LIHTC") allocated by the Texas Department of Housing and
Community Affairs ("TDHCA"). The Project will be constructed in accordance with the LIHTC
proposal and all applicable amendments submitted to TDHCA during the 2010 application round. For
the 20 year Affordability Period, the Project will be managed in compliance with this Contract and
applicable provisions of all HOME Regulations governing rental projects. All units in the Project will
be affordable to households at or below 60% of Area Median Income ("AMI") as established by the
United States Department of Housing and Urban Development .
The term of the Contract for the HOME Funds is for 2 years with a 1 year extension or renewal upon
written request and mutual wntten consent. Developer will be entitled to make requests for
reimbursement during the 2 year Contract term. Interest will accrue at a rate of 1 % simple interest
annually Principal and interest shall be due and payable in equal annual installments beginning on the
date the Project's occupancy rate has reached 90% for 3 consecutive months, or not later than 120 days
after receipt of a Certificate of Occupancy for the Project as issued by the City's Planning and
Development Department, and continuing annually thereafter until the maturity date of the Loan as
described in the Promissory Note Loan payments shall be made out of net cash flow as defined in the
Agreement of Limited Partnership. Repayment of principal and accrued interest will be due not later
than 35 years from the date of the Loan Documents. In consideration for HOME Funds provided
through this Contract, Developer agrees to provide the following information and meet the following
requirements:
• Designate 15 floating units in Project as HOME -assisted units subject to the "next available unit
rule". Of these units, 3 will be Low HOME units; affordable to low-income tenants at 50% of
AMI or below and 12 will be High HOME units, affordable to low-income tenants at 60% of
AMI or below.
• In addition, 2 units will be accessible for the mobile impaired and 1 unit will be accessible for
the hearing or visually impaired.
• During lease -up period, and until Project is fully leased, report 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 Form E-2 -
Beneficiary Performance Report. If these HOME -assisted housing units do not qualify as
affordable rental housing immediately upon lease -up or at any time during the Affordability
Period, the City may invoke any remedies provided for in the Contract or the Loan Documents.
• During the Affordability Period, submit to City annually a copy of its annual audit, and TDHCA
compliance report.
SPECIFIC PURPOSE The specific purpose of this Project is to increase the availability of quality,
accessible, and affordable housing for low income City residents.
PROJECT OBJECTIVES: Acquisition, demolition and new construction of affordable housing project
to create 36 affordable units. Fifteen units will be HOME -assisted units, with a per -unit subsidy
amount of $94,172.27.
HOME Funds - Exhibits
Race Street Lofts
Source #
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
TOTAL SOURCES OF FUNDS
TOTAL USES OF FUNDS
EXHIBIT "B"
Budget
Race Street Lofts, Ltd.
Sources and Uses
Development Name: 1 Race Street Lofts
Funding Description
Conventional Loan
Conventional Loan/FHA
Conventional Loan/Letter of
Credit
I HOME
I Housing Trust Fund
CDBG
I Mortgage Revenue Bonds
HTC Syndication Proceeds
Historic Tax Credit Syndication
Proceeds
USDA/ TXRD Loan(s)
Other Federal Loan or Grant
Other State Loan or Grant
Local Government Loan or Grant
Private Loan or Grant
Other Loan
In -Kind Equity/Deferred
Developer Fee
Construction or
Priority Rehab. Loan Permanent Loan
of Lien Stage Amt Stage Amount
1 $ 4,400,000
2
$1,340,000
$1,191,697 $ 4,766,790
$ 1,412,584
$250 000
$140,000
$ 1,412,584
$250,000
$ 11,903
$7,394,281 $7,781,276
$6,985,229 $7,781,276
HOME Funds Budget
Acquisition
Demolition
Hard Construction
TOTAL
1
$730,000
$300,000
$382,584
$1,412,584
Financing Participants
City of Fort Worth
Home Funds
Fort Worth
Housing Trust
Fund
HOME Funds - Exhibits
Race Street Lofts
Activity
PHASE I ACTIVITIES: Contract signed
PHASE I COMPLETE by:
June 30, 2011
PHASE II ACTIVIITES:
PHASE II COMPLETE
by:
PHASE III ACTIVIITES:
PHASE III COMPLETED
by:
PHASE IV ACTIVIITES:
EXHIBIT "C"
CONSTRUCTION SCHEDULE
Race Street Lofts, Ltd.
Lot Preparation (Demolition)
Plumbing
Foundation
Framing / TPW
Mechanicals / Siding / Paint
Inspections / Insulation
Sheetrock / Brick
Interior Trim / Paint
Flooring
Mechanical Trim / Grading / Landscaping
Final Trim / Appliances and Fixtures / Fencing
$
$
$300,000
$300,000
HOME Funds - Exhibits
Race Street Lofts
Final Inspections
Punch List
PHASE IV COMPLETED
by: May 2012
TOTAL
$382,584
$682,584
HOME Funds - Exhibits
Race Street Lofts
EXHIBIT "D"
AUDIT REQUIREMENTS
Race Street Lofts, Ltd.
CITY OF FORT WORTH HOUSING AND ECONOMIC DEVELOPMENT 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, or other standard
set forth in the Contract if applicable, if they expended funds for only one federal program as listed in the
Catalog of Federal Domestic Assistance (CFDA). If funds are spent for more than one federal program, a
single audit is required. The audited time period is the organization's fiscal year, and not the City of Fort
Worth's funding period.
The audit shall be conducted by a certified public accountant (CPA) that is licensed at the time of the audit
by the appropriate regulatory body. The CPA shall meet all of the general standards concerning
qualifications independence, due professional care and quality control as required by Government Auditing
Standards, including the requirements for continuing professional education and external peer reviews.
Auditor selection must adhere to federal procurement requirements.
A separate supplementary schedule of revenues, expenditures and changes in fund balance for each City
of Fort Worth contract is no longer required. The Schedule of Expenditures of Federal Awards should list
City of Fort Worth 's contract numbers, the total expended for each individual federal program, and the
CFDA number (OMB A-133 § .310).
The independent auditor's report should include all of the relevant items listed on the "Audit Report
Checklist!' Additional guidance on the conduct and reporting of these audits is contained in the latest issuance
of the following publications:
Government Auditing Standards issued by the Comptroller General of the United States, 2003
OMB Circular A-133 as revised 6/30/97 and amended June 2003
OMB Circular A-133 Compliance Supplement
AICPA's Statement of Position 98-3, "Audits of States, Local Governments, and Not -for -Profit Organizations
Receiving Federal Awards"
Various AICPA audit guides for nonprofits, colleges and universities and health and welfare organizations
AICPA's Audit Risk Alert "State and Local Governmental Developments"
Government Auditing Standards by the Texas Department of Housing and Community Affairs for Properties
Receiving Low Income Housing Tax Credits
All organizations that receive a City of Fort Worth award must submit the provided Audit Certification Form
which certifies whether you are subject to a single/program audit. Organizations receiving federal awards
from the City of Fort Worth who are not required to have an audit shall certify in writing to the agency.
The organization s Chief Executive Officer or Chief Financial Officer shall make the certification within
60 days of the end of the organization's fiscal year in the year that the project was completed.
The following items should be submitted to the City of Fort Worth Housing and Economic Development
Department within the required timeframe:
HOME Funds - Exhibits
Race Street Lofts
Due 60 days after organization's fiscal year end in the year that the nroiect was completed: (reauired for all
subreciments)
Completed Audit Certification Form
Due within the earlier of 30 days s 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 requirements of 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 the audit requirements, please call (817) 392-6141.
HOME Funds - Exhibits
Race Street Lofts
CITY OF FORT WORTH
HOUSING AND ECONOMIC DEVELOPMENT DEPARTMENT
SINGLE AUDIT REPORT CHECKLIST
The Department developed this checklist to help organizations improve the quality and completeness of
audit reports.
General Purpose or Basic Financial Statements of the Organization Opinion/Report on Organization's Financial
Statements in accordance with Government Auditing Standards
Notes to the General Purpose or Basic Financial Statements of the Organization
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 Reporting Based on an Audit of Financial
Statements Performed in Accordance With Government Auditing 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 Findings and Ouestioned Costs (OMB A-133 §. 505d), including: Summary Schedule of Prior Audit
Findings 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.
HOME Funds - Exhibits
Race Street Lofts
CITY OF FORT WORTH HOUSING AND ECONOMIC DEVELOPMENT DEPARTMENT
Audit Certification Form
Subrecipient: Fiscal Year Ending: / /
Month Day Year
E 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.
U 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)
Must be filled out if Single Audit or Program Audit is not required:
Federal Grantor
Federal Expenditure Disclosure
Federal Funds
Pass Through Program Name & Contract
Grantor CFDA Number Number
Total Federal Expenditures for this Fiscal Year $
Expenditures
Printed Name Title (Must be CFO, CEO or equivalent)
Authorized Signature (Must be CFO, CEO or equivalent) Phone Number Date
Failure to submit this or a similar statement or failure to submit a completed single audit package as
described in the audit requirements by the required due date will result in suspension of funding and will affect
eligibility for future funding.
Submit this form to the City of Fort Worth Housing and Economic Development Department within 60 days after the end of your
Fiscal year
HOME Funds - Exhibits
Race Street Lofts
EXHIBIT E
NARRATIVE REPORT
FROM: TO:
Please provide information on project construction progress, the percent of construction completion, anticipated
construction completion date, and; construction problems encountered and solutions proposed.
I. ACCOMPLISHMENTS:
II. ADDITIONAL COMMENTS REGARDING ACCOMPLISHMENTS THIS MONTH:
III. PROBLEMS ENCOUNTERED AND SOLUTIONS PROPOSED:
IV. ANTICIPATED ACTIVITIES DURING NEXT MONTH:
HOME Funds - Exhibits
Client Name
EXHIBIT F
CITY OF FORT WORTH HOUSING AND ECONOMIC DEVELOPMENT DEPARTMENT
TENANT DEMOGRAPHIC REPORT
Female Age Sex Ethnicity Race Disability Number Annual Property Address / Type of Rental Rent Amount Utility
Headed (Hispanic: Status In Household Rental Unit No. Assistance Allowance
Household (Yes/No) (Yes/No) Family Income
Race: Ethnicity:
White All beneficiaries have BOTH an ethnicity AND a race.
Black/African-American Example: Cuban persons are often Hispanic and Black,
Asian Filipino persons are often Hispanic and Asian,
American Indian/Alaskan Native
Native Hawaiian / Pacific Islander
American Indian/Alaskan Native and White
Asian and White
Black/African-American and White
Black/African-American and American Indian/Alaskan Native
Other Multi -Racial
HOME Funds - Exhibits
EXHIBIT G
CITY OF FORT WORTH
HOUSING AND ECONOMIC DEVELOPMENT DEPARTMENT
SUBRECEPIENT'S REIMBURSEMENT REQUEST FOR FUNDS
Agency
SECTION I (AGENCY) ,
CASH BALANCE ANALYSIS FOR
1. Beginning Cash Balance
2. Amount Received:
Program Income
City of Fort Worth
Interest Eamed
3. Total Funds Available (1 + 2)
4. Less Expenditure (detail statement cost)
5. ENDING CASH BALANCE
Operating Cost
(3-4) $
6. Estimated Expenditures
7. Funds Needed (6-5) (Actual Feb Expenses)
8. Less Estimated Program Income
9. Unpaid Request for Payment Previously Submitted
10. Amount of This Request (7-8 & 9)
TOTAL AMOUNT REQUESTED -
SECTION II (CITY)_ ;:
I. MARS - Purchasing Request
A. MARS INPUT: Vendor/PO Number/Requisition Number
B. Fund/Account/Center
C. Total Amount of this Request
SECTION III
1. Verification
A. Development Project
B. Program Manager:
C. Accounting:
2. Authorization
A. Sr. Admin. Srvices:
B. Mgmt & Budget
Administrator
Housing Director
F OVER $8,500.00
Avis Chaisson
(Name)
Robin Bentley
(Name)
Stephen Thomas
(Name)
Socorro Gray
(Name)
Barbara Asbury
(Name)
Jesus "Jay" Chapa
(Name)
Program Name:
Contract Number:
Date of Request:
• Current Month; `:,
$ n/a
GR76 539120
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
Report Period:
Cumulative
0.00
0.00
0.00
0.00
0.00
0.00
0.00
AGENCY
PROGRAM
COST CATEGORY
CONTRACTUAL SERVICES
Contractual Services
TOTAL
EXHIBIT H
CITY OF FORT WORTH
HOUSING AND ECONOMIC DEVELOPMENT DEPARTMENT
MANAGEMENT AND BUDGET DIVISION
DETAIL STATEMENT OF COSTS
CONTRACT NO. DATE
TO
REPORT PERIOD
PROGRAM MONTHLY CUMULATIVE
ACCOUNT BUDGET EXPENDITURES TO DATE BALANCE
•
Sub -Contractors Certification: I certify that the costs incurred are taken from the books of accounts and that such costs are valid
and consistent with the terms of the agreement.
NAME and TITLE OF AUTHORIZED OFFICER SIGNATURE and DATE
EXHIBIT 1
CITY OF FORT WORTH
HOUSING AND ECONOMIC DEVELOPMENT DEPARTMENT
MANAGEMENT AND BUDGET DIVISION
EXPENDITURES WORKSHEET
CONTRACT NO. DATE
AGENCY
TO
PROGRAM REPORT PERIOD
NO.
1
2
3
4
5
6
7
8
9
I0
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
DATE
CHECK •
#
PAYEE DESCRIPTION
ACCOUNT NO.
TOTAL
AMOUNT
Sub -Contractors Certification: I certify that the costs incurred are taken from the books of accounts and that such costs are valid
'Ind consistent with the terms of the agreement.
NAME and TITLE OF AUTHORIZED OFFICER SIGNATURE and DATE
Page 1 of 2
City of Fort Worth, Texas
Mayor and Council Communication
- 4f,7°"$43{,r1r2Vy
COUNCIL ACTION: Approved on 10/19/2010
align
DATE: Tuesday, October 19, 2010 REFERENCE NO.: C 24553
LOG NAME 17NRP-RACESTREETLOFTS2
SUBJECT:
Authorize an Expenditure of an Additional $550,000.00 of HOME Investment Partnerships Program Grant
Funds to Race Street Lofts, Ltd, for a Subordinate Loan Not to Exceed $1,412,584.00 for the Development
of the Race Street Lofts Project Located Between the 2800 and 2900 Blocks of Race Street, and Authorize
a Substantial Amendment to the City s 1994-1995, 2000-2001, 2003-2004 2004-2005, 2005-2006, 2006-
2007, 2007-2008, and 2008-2009 Action Plans (COUNCIL DISTRICT 2)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize a Substantial Amendment to the City's 1994-1995, 2000-2001, 2003-2004, 2004-2005, 2005-
2006, 2006-2007, 2007-2008, and 2008-2009 Action Plans;
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;
and
3. Authorize an expenditure of an additional $550,000.00 of HOME Investment Partnerships Program
Grant funds to Race Street Lofts, Ltd. for a subordinate loan not to exceed $1,412,584.00 for the
development of the Race Street Lofts project located between the 2800 and 2900 blocks of Race Street in
the Six Points Urban Village.
DISCUSSION:
On June 22, 2010, the City Council approved an award of $862,584.00 of HOME Investment Partnerships
Program Grant funds to NRP Holdings, LLC (NRP) in the form of a subordinate loan for the development
of the the Race Street Lofts a 36-unit multifamily rental project to be located between the 2800 and 2900
blocks of Race Street in the Six Points Urban Village (M&C C-24290) The project will be owned and
operated by Race Street Lofts, Ltd., a limited partnership created by NRP and the Fort Worth Housing
Finance Corporation (HFC), which will serve as the developer of the project. The HFC formed a single
purpose entity to serve as general partner of the limited partnership along with NRP as a limited partner.
An application for low income housing tax credits was submitted to the Texas Department of Housing and
Community Affairs (TDHCA) with the City's HOME funds as local participation. The TDHCA awarded the
project low income housing tax credits on July 29, 2010 Since City Council approval of the $862,584.00 of
HOME funds, staff has re-evaluated project development costs in addition to funding sources and
identified a gap. Since the project was awarded tax credits and will provide needed density in the Six
Points Urban Village, staff recommends the additional $550 000.00 in HOME funds in the form of a
subordinate loan not to exceed $1,412,584 00 subject to the following terms and conditions:
• Twenty year affordability period
• HOME funds will be secured with a recorded deed of trust on land and all improvements
• Designate 11 HOME assisted units
- 9 High HOME units
- 2 Low HOME units
• Thirty-five year amortization schedule
• One percent simple interest
http://apps.cfwnet.org/ecouncil/printmc.asp?id=14262&print=true&DocType=Print 03/31/2011
Page 2 of 2
. Repayment of loan begins within 30 days of the end of the 12th full operating month after project
completion
Total project costs including the $1,412,584.00 proposed HOME award equal nearly $7,000,000.
City staff recommends the change in use and expenditure of $1,412,584.00 in HOME funds for the project
which is to benefit low and very low income citizens by providing them with affordable housing. The
expenditure of HOME funds is conditioned upon the satisfactory completion of the environmental review
per 24 CFR Part 58 and receipt of an authorization to use grant funds from the United States Department
of Housing and Urban Development. A public comment period on the change in use of these HOME
funds was held from September 17 2010, to October 18 2010. Any comments are maintained by the
Housing and Economic Development Department in accordance with federal regulations.
This project is located in COUNCIL DISTRICT 2.
FISCAL INFORMATION / CERTIFICATION:
The Financial Management Services Director certifies that funds are available in the current operating
budget, as appropriated, of the Grants Fund.
FUND CENTERS:
TO Fund/Account/Centers
GR76
GR76
GR76
GR76
GR76
GR76
GR76
GR76
539120
539120
539120
539120
539120
539120
539120
539120
005206103290
005206133390
005206846290
005206930290
005206006290
005206141290
005206181290
005206271290
$14.400.00
$45.406.05
$41.421.64
$27.523.94
$50.000.00
$9.759.46
$44.187.30
$1.179.885.61
CERTIFICATIONS:
Submitted for City Manaaer's Office by:
Oriainatina Department Head:
Additional Information Contact:
FROM Fund/Account/Centers
GR76
GR76
GR76
GR76
GR76
GR76
GR76
GR76
GR76
GR76
GR76
539120
539120
539120
539120
539120
539120
539120
539120
539120
539120
539120
005206103440
005206133070
005206846170
005206846210
005206930170
005206930200
005206006230
005206141100
005206181020
005206181360
005206072010
Susan Alanis (8180)
Jay Chapa (5804)
Cynthia Garcia (8187)
Avis F. Chaisson (6342)
ATTACHMENTS
1. Available Funds-17NRPRACESTREETLOFTS2.ndf (CFW Internal)
2. Available Funds 17NRP-RACESTREETLOFTS2.doc (CFW Internal)
3. NRPRaceStreetCouncilMap.pdf (Public)
$14.400.00
$45,406.05
$41.375.31
$46.33
$18.523.94
$9.000.00
$50.000.00
$9.759.46
$12.137.83
$32.049.47
$1.179.885.61
http://apps. cfwnet.org/ecouncil/printme. asp?id=14262&print=true&DocType=Print
03/31/2011