HomeMy WebLinkAboutContract 53776 CITY SECRETARY
00I'd'TRAGT NO. __n�
STATE OF TEXAS § —�
COUNTY OF TAR ANT §
This contract ("Contract") is made and entered into by and between the City of Fort
Worth ("City") and New Leaf Community Services ("Developer"), a Texas nonprofit
corporation. City and Developer may be referred to individually as a"Party"and jointly as "the
Parties."
The Parties state as follows:
WHEREAS, City has received a grant from the United States Department of Housing
and Urban Development through the HOME Investment Partnerships Program, Catalog of
Federal Domestic Assistance No. 14.239, with which City desires to promote activities that
expand the supply of affordable housing and the development of partnerships among City, local
governments, local lenders, private industry and neigbborhood-based nonprofit housing
organizations;
WHEREAS, the primary purpose of the HOME program pursuant to the HOME
Investment Partnerships Act at Title II of the Cranston Gonzales National Affordable Housing
Act of 1990, as amended, 42 U.S.C. 12701 et seq. and the HOME Investment Partnerships
Program Final Rule, as amended, 24 CFR Part 92 et seq., is to benefit low-and moderate-income
individuals and families by providing them with affordable housing;
WHEREAS, the City Council and the Board of Directors of the Fort Worth Housing
Finance Corporation have both adopted Resolutions supporting an affordable housing strategy,
known as the Fort Worth Housing Strategic Framework, which includes a special focus on the
creation of Permanent Supportive Housing for chronically homeless individuals as a priority;
WHEREAS, Permanent Supportive Housing combines long term rental assistance with
supportive services and case management for individuals who have been homeless for over a
year and are disabled;
WHEREAS, Developer was formed in 2019 by individuals and groups with experience
in serving the homeless and affordable housing development;
WHEREAS, Developer proposes to use HOME funds for an eligible project under the
HOME Regulations whereby Developer will construct,develop, own, and operate anew 48-unit
Permanent Supportive Housing project in the City;
WHEREAS, Developer has obtained grants from various foundations and has received a
commitment of a loan in the amount of$1,200,000.00 from the Fort Worth Housing Finance
Corporation for a portion of the development costs of the project; and
WHEREAS, City citizens and the City Council have dgtemnined that the development of
quality, accessible, affordable housing is needed for modem , la#l ,very low-'p��
citizens. ISO 0
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New Leaf Community Services Quail Trail
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:
I. INCORPORATION OF RECITALS.
City and Developer hereby agree that the recitals set forth above are true and correct and
form the basis upon which the Parties have entered into this Contract.
2. DEFINITIONS.
In addition to terms defined in the body of this Contract,the following terms shall have the
definitions ascribed to them as follows:
Accessible Units means units accessible to handicapped tenants. Developer must comply with
Section 504 requirements and all other applicable Federal accessibility requirements.
The Required Improvements must contain 4 Accessible Units. Of these 4 units, 3 must be
accessible to individuals with mobility impairments, and the other I must be accessible to
individuals with visual or hearing impairments.
Act means 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.
Affordable Rent means a rent amount that does not exceed the High HOME Rent limit published
annually by HUD, with adjustment for the bedroom size of the housing unit as more particularly
described on Exhibit "A"—Project Summary.
Affordability Period means the period of time that HOME Units must be leased to HOME
Eligible Households for Affordable Rent.
The Affordability Period for this project is 20 years. The Affordability Period begins on
the date that the project status is changed to "complete" in IDIS.
Affordability Requirements means the HOME Units remain occupied by HOME Eligible
Households paying Affordable Rent throughout the Affordability Period in accordance with the
terms of this Contract and the HOME Regulations.
Area Median Income or AMI means the median family income for the Fort Worth-Arlington
metropolitan statistical area as set annually by HUD.
Business Day means any day that City Hall is officially open for business.
Business Diversity Enterprise Ordinance or BDE means the City's Business Diversity
Ordinance, Ordinance No. 20020-12-2011.
CIosing means the closing of Loan and the FWHFC Loan.
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Complete Documentation means the following documentation as applicable:
1. Attachments I and It of Exhibit "F" — Reimbursement Forms, with supporting
documentation as follows:
a. Proof of expense: invoices, leases, service contracts or other documentation
showing the nature of the cost and that payment is due by Developer.
b. Proof of payment: cancelled checks,bank statements, or wire transfers necessary
to demonstrate that amounts due by Developer were actually paid byDeveloper.
2. Other documentation: (i) final lien releases signed by the general contractor or
subcontractors, if applicable; (ii) copies of all City permits and City-issued "pass"
inspections for such work; (iii) documentation to show compliance with BDE or DBE
bidding process for procurement or Contract activities, if applicable; (iv) proof of
contractor, subcontractor and vendor eligibility as described in Section 6.6; and (v) any
other documents or records reasonably necessary to verify costs spent for theproject.
3. Complete Documentation shall meet the standards described in Exhibit"J"— Standards
for Complete Documentation.
Completion means the substantial completion of the Required Improvements as evidenced by a
Neighborhood Services Department Minimal Acceptable Standard Inspection report, HUD
Compliance Inspection Report and any other applicable final inspection approval from the City
showing that the Required Improvements have met City and HOME standards.
Completion Deadline means October 30, 2021.
DBE means disadvantaged business enterprise in accordance with 49 CFR Part 26.
Deed of Trust means any deed of trust from Developer in favor of City covering the Property and
securing the indebtedness evidenced therein and Developer's performance of the requirements of
this Contract and the HOME Regulations, as the same may be extended, amended, restated,
supplemented or otherwise modified. The Parties agree to the use of the Deed of Trust in
substantially the form attached as Exhibit "E"--LoanDocuments.
Deed Restriction means the recorded deed restriction, covenant running with the land, or
agreement restricting the use of the Property, which imposes the Affordability Requirements
beginning after project completion, as required by 24 CFR Part 92.525(e)(1), which will give the
City the right to require specific performance, among other enforcement rights. The Parties agree
to the use of the Deed Restriction in substantially the form attached as Exhibit "L" — Deed
Restriction.
Director means the Director of the City's Neighborhood Services Department.
Effective Date means the date of execution by the last of the Parties of this Contract.
Fort Worth Housing Finance Corporation or FWHFC means the Fort Worth Housing Finance
Corporation, a Texas housing finance corporation and public instrumentality of the City of Fort
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Worth.
- FWHFC Loan means the funds provided to Developer by FWHFC under the terms of the FWHFC
Loan Documents.
FWHFC Loan Documents means the Loan Agreement, the Promissory Note and the Deed of
Trust securing the FWHFC Loan executed by Developer in favor of FWHFC.
HOME means the HOME Investment Partnerships Program.
HOME Eligible Household means a household whose annual income adjusted for family size
does not exceed 80% of AMI using the most current HUD Income Guidelines and Technical
Guidance for Determining Income and Allowances. The definition of annual income to determine
tenant income eligibility shall be the definition at 24 CFR Part 5.609, as amended from time to
time.
HOME Funds means the HOME Program grant funds supplied by City to Developer under the
terms of this Contract.
HOME Regulations means the HOME Investment Partnerships Program Final Rule at 24 CFR
Part 92 et seq.
HOME Unit means a housing unit subject to the HOME Regulations leased to a HOME Eligible
Household at Affordable Rent for the duration of the Affordability Period as further described in
Exhibit"A"—Project Summary. The HOME Units can be designated as either High and/or Low
HOME units. The HOME Units are floating.
This project contains 6 one-bedroom HOME Units.
High HOME Unit means a unit that must be leased to a High HOME Eligible Tenant for High
HOME Rent. High HOME Units can float among units that are materially similar in number of
bedrooms, square footage, and amenities; however, if the units are not materially similar, then the
High HOME units must be fixed.
This project contains 0 High HOME Units
High HOME Eligible Tenant means (i) for a tenant who is the first to occupy a High HOME
Unit, a tenant whose annual income adjusted for family size at the time of initial occupancy does
not exceed 6 0% of AMI, and (ii) for a tenant who is not the first to occupy a High HOME Unit,a
tenant whose annual income adjusted for family size does not exceed 80% of AMI. Tenant income
must be verified using the most current HUD Income Guidelines and Technical Guidance for
Determining Income and Allowances subject to the income verification requirements of Section
7.2.
High HOME Rent means a rent amount that is the lesser of(i) the HUD-established Fair Market
Rent for existing comparable housing units in the area, or (ii) 30% of the adjusted income of a
family whose annual income equals 65% of AMI with adjustment for the bedroom size of the
housing unit. High Home Rent may not exceed the maximum rent limitations set by HUD minus
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utility allowances as more particularly described in Section 7.5.4
HUD means the United States Department of Housing and Urban Development.
IDIS means Integrated Disbursement Information System, HUD's project tracking system.
Loan means the HOME Funds provided to Developer by City under the terms of this Contract as
more particularly described in the Loan Documents.
Loan Documents means security instruments which Developer or any other party has executed
and delivered to City including without limitation, the City's Promissory Note and Deed ofTrust,
or any other similar security instruments evidencing, securing or guaranteeing City's interest in
the Required Improvements constructed under this Contract and further evidencing, securing, or
guaranteeing Developer's performance of the Affordability Requirements during the Affordability
Period, including the Deed Restriction, all as the same may from time to time be extended,
amended, restated, supplemented or otherwise modified.
Low HOME Eligible Tenant means a tenant whose annual income adjusted for family size does
not exceed 50% of AMI set by HUD. Tenant income must be verified using the most current HUD
Income Guidelines and Technical Guidance for Determining Income and Allowances subject to
Section 7.2 of this Contract.
Low HOME Rent means a rent amount that is no more than 30% of the annual income of a family
at 50% of AMI adjusted for family size. Low Home Rent may not exceed the maximum rent
limitations established by HUD minus utility allowances as more particularly described in Section
7.5.4,
Low HOME Unit means a unit that must be leased to Low HOME Eligible Tenant for Low
HOME Rent. Low HOME Units can float among units that are materially similar in number of
bedrooms, square footage, and amenities; however, if the units are not materially similar, then the
Low HOME units must be fixed. If there are more than 5 HOME Units, then 20% of the total
HOME units must be designated as Low.
This project contains 6 one-bedroom Low HOME Units.
Neighborhood Services Department means the City's Neighborhood Services Department.
Permanent Supportive Housing Program or PSH Program means the combination of dedicated
PSH Units and the accompanying supportive services provided by the Supportive Services
Provider to the tenants of the PSH Units as further described in Exhibit"O"—Requirements for
Permanent Supportive Housing Units.
Permanent Supportive Housing Tenant or PSH Tenant means a tenant of the PSH Units.
Permanent Supportive Housing Unit or PSH Unit means a housing unit for which supportive
services are provided to assist homeless persons with disabilities to live independently as further
described in Exhibit"O"—Requirements for Permanent Supportive Housing Units. The PSH
Units may also be HOME Units.
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This project contains 48 PSH Units.
Plans means the plans and specifications related to the Required Improvements prepared by the
Developer's architect which have been delivered to and then reviewed and approved by City on or
before the Effective Date, and any and all amendments thereto approved byCity.
Promissory Note means any note in the amount of the HOME Funds executed by Developer
payable to the order of City, as the same may be extended, amended, restated, supplemented or
otherwise modified. The Parties agree to the use of a Promissory Note in substantially the form
attached as Exhibit "E" —Loan Documents.
Property means the land on which the Required Improvements shall be constructed as more
particularly described in and encumbered by the Deed of Trust.
Property Manager means the entity hired by Developer to manage the project as a PSH
multifamily rental housing project.
Reimbursement Request means all reports and other documentation described in Section 10.
Required Improvements or the project means all the improvements for a 48-unit PSH multifamily
rental housing project to be constructed on the Property, together with all fixtures, tenant
improvements and appurtenances now or later to be located on the Property and/or in such
improvements. The Required Improvements are commonly known as the Quail Trail Apartments.
The current street address of the project is 4444 Quail Trail, Fort Worth, TX 76114.
Section 504 requirements means the requirements of Section 504 of the Rehabilitation Act of
1973 to provide accessible housing to persons with disabilities. Section 504 requires that 5% of
the units (but not less than 1 unit) in a newly constructed multifamily project must be accessible
to individuals with mobility impairments, and an additional 2% of the units (but not less than 1
unit) must be accessible to individuals with sensory impairments.
Stabilization means that 90% of the housing units have been leased for 90 days.
Subordination Agreement means any subordination agreement among any commercial lender
supplying construction or permanent financing for the project, Developer, FWHFC and City
outlining the relative priorities of any construction or permanent loan, the FWHFC Loan, and the
City's Loan, whether one or more.
Supportive Services Provider or SSP means the qualified service provider with experience in
providing case management to homeless and formerly homeless persons retained by Developer at
its cost to provide supportive services to the PSH Tenants as further described in Exhibit "O" —
Requirements for Permanent Supportive Housing Units. At this time the Supportive Services
Provider is Day Resource Center for the Homeless.
Tenant Documentation means any documentation allowed under the definition of annual income
in 24 CFR Part 5.609 sufficient to show that a tenant is a HOME Eligible Household.
Documentation may include but is not limited to copies of paychecks, Social Security and
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disability verification letters, interest or rental income statements, retirement income statements,
child support and alimony verification,unemployment benefit letters, and the like for initial tenant
income eligibility verifications, and the tenant income verification required every 61"year of the
Affordability Period. Documentation for tenant income eligibility verifications for other than the
initial lease and the 6tn year of the Affordability Period shall be a City-approved income self-
certification form.
3. TFRM AND EXTENSION.
3.1 Term of Contract.
The term of this Contract commences on the Effective Date and terminates in 3 years unless
earlier terminated as provided in this Contract.
3.2 Extension of Contract.
This Contract may be extended for 2 one-year extensions upon Developer submitting a
request for an extension in writing at least 60 days prior to the end of the Contract term. The request
for extension shall include the reasons for the extension, and Developer's anticipated budget,
construction schedule and goals for the extended term. It is specifically understood that it is within
City's sole discretion whether to approve or deny Developer's request for an additional term. Any
such extension shall be in the form of an amendment to this Contract.
3.3 Term of Loan.
The term of the Loan shall commence on the date of the Promissory Note and terminates
on the termination of the Affordability Period, so long as the terms and conditions of this Contract
and the Loan Documents have been met.
4. DUTIES AND RESPONSIBILITIES OF CITY.
4.1 Requirements Prior to Commitment of HOME Funds.
4.1.1 Pro'ect Assessment
Prior to commitment of the HOME Funds to the specific local project described
herein, City has (i) identified the address of the project; (ii) assessed the current
market demand in the neighborhood where the project will be located; (iii)
completed and approved an environmental review in accordance with 24 CFR Part
58; (iv)reviewed and approved all necessary commitments of financing, secured or
otherwise including grants; (v) established a complete budget for the project in
sufficient detail to determine total project development costs and its funding,
including proposed sources and uses; (vi) determined that project costs are
reasonable; (vii)completed underwriting and subsidy layering requirements and
determined that HOME funds are needed to fill a funding gap; (viii) assessed the
feasibility of project construction commencing within 12 months of the
commitment date; and (ix) established a completion schedule with deadlines that
meet all HOME requirements.
4.1.2 Developer Assessment;
Prior to commitment of the HOME Funds to the specific local project described
herein, City has determined that Developer has the financial capacity and
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experience to undertake the specific local project.
- 4.2 Commitment of HOME Funds.
This Contract serves as the HOME written agreement described in 24 CFR Part 92.504(c).
The HOME Funds will be committed by City to the project when this Contract is fully executed
and becomes legally binding.
4.3 Provide HOME Funds.
City shall provide up to $500,000.00 of HOME Funds in the form of the Loan for the
construction of the Required Improvements, under the terms and conditions of this Contract and
the Loan Documents.
4.4 City Will Monitor.
City will monitor the activities and performance of Developer and any of its contractors,
subcontractors or vendors throughout the Affordability Period, but no less than annually as
required by 24 CFR Part 92.504 in accordance with the provisions of Section 8.3 below.
5. DUTIES AND RESPONSIBILITIES OF DEVELOPER.
5.1 Secure Firm Written Financial Commitments.
Developer must obtain and furnish City with one or more firm written financial
commitments, or evidence of available funds, from non-speculative identified sources in a total
amount necessary to complete the project. All award or commitment letters received from fenders
must be dated prior to the date of the Contract.
511 City will assess the firm written financial commitments prior to the
execution of this Contract to ensure that they are in fact,firm commitments and that
(i) the terms and amounts are consistent with the City's financial underwriting of
the project; (ii) all sources are compatible with HOME requirements; and (iii) all
funds can reasonably be expected to close prior to the disbursement of the HOME
Funds.
5.2 Construction of Required Irnnrovements.
Developer shall complete the construction of the Required Improvements as described in
Exhibit "A" —Project Summary in accordance with the Plans, the schedule set forth in Exhibit
"C" - Construction and Reimbursement Schedule, and the terms and conditions of this
Contract.
5.2.1 Written Cost Estimates Construction Contracts and
Construction. Documents.
Developer shall submit any construction contracts and construction documents to
City to show the work to be undertaken for the Required Improvements in sufficient
detail that City can perform all required inspections in accordance with 24 CFR
Part 92.251 (a)(2)(iv). City shall review and approve written cost estimates for the
construction of the Required Improvements prior to commencement of construction
to determine that such costs are reasonable. In the event City in its reasonable
discretion determines that such costs are unreasonable, Developer shall revise said
costs estimates to City's satisfaction.
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5.3 Use of HOME Funds.
53.1 Costs in Compliance with HOME Regulations and Contract.
Developer shall be reimbursed for eligible project costs with HOME Funds only if
City determines in its sole discretion that:
5.3.1.1 Costs are eligible expenditures in accordance with the HOME
Regulations.
5.3.1.2 Costs are in compliance with this Contract and are reasonable
and consistent with industry norms.
5.3.1.3 Complete Documentation, as applicable, is submitted by
Developer.
531 Budget.
Developer agrees that the HOME Funds will be paid on a reimbursement basis in
accordance with Exhibit "B" — Budget, Exhibit "B-1" — Approved Project
Budget and Exhibit "C" - Construction and Reimbursement Schedule. City
may, in its discretion,pay the HOME Funds on a `draw' basis in accordance with
the timeline in Exhibit "C" - Construction and Reimbursement Schedule.
Developer may increase or decrease line item amounts in the HOME Funds
Budget with the Director's prior written approval, which approval shall be in the
Director's sole discretion.Any such increase or decrease in line items in the Budget
shall comply with Section 5.2.1, Exhibit "A — Project Summary, and shall not
increase the total amount of HOME Funds.
533 Chance in Budget.
5.3.3.1 Developer will notify City promptly of any additional funds
it receives for construction of the project, and City reserves
the right to amend this Contract in such instances to ensure
compliance with HUD regulations governing cost allocation.
5.3.3.2 Developer agrees to utilize the HOME Funds to supplement
rather than supplant funds otherwise available for the project.
5.4 Pa ment of HOME Funds to Developer.
HOME Funds will be disbursed to Developer upon City's approval of Developer's
Reimbursement Requests, including submission of Complete Documentation to City in compliance
with Section 10. As more particularly described in the HOME Funds Budget, City will hold back
$50,000.00 of the HOME Funds until City verifies that the first HOME Unit has been leased to a
HOME Eligible Household. It is expressly agreed by the Parties that any HOME Funds not
reimbursed to Developer shall remain with City.
5.5 Identify Project Expenses Paid with HOME Funds.
Developer will keep accounts and records in such a manner that City may readily identify
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and account for project expenses reimbursed with HOME Funds. These records shall be made
available to City for audit purposes and shall be retained as required hereunder.
5.6 Acknowledgement of City Payment of HOME Funds.
Within 90 days of Completion, Developer shall sign an acknowledgement that City has
paid all HOME Funds due under this Contract, or shall deliver a document executed by an officer
of Developer identifying all or any portion of the HOME Funds that City has not paid to Developer.
Once City has met all of its obligations for payment of HOME Funds hereunder, an officer of
Developer shall sign an acknowledgement of same.
5.7. Securily for Ci 's Interest and Develo is Performance.
To secure City's interest in the Required Improvements and the performance of
Developer's obligations hereunder, Developer shall execute the Loan Documents and record the
Deed of Trust and the Deed Restriction encumbering the Property at the closing of the Loan. No
HOME Funds will be paid or reimbursed until the Deed of Trust and the Deed Restriction are
recorded. In accordance with the HOME Regulations and HUD Requirements, the City's interest
in preserving the affordability of the HOME Units and maintaining the Affordability Requirements
will be secured by Deed Restriction in addition to the Deed of Trust.
5.7.1 Loan Terms and Conditions.
Developer will be required to:
5.7.1.1 Execute and deliver the Deed Restriction, the Promissory
Note and Deed of Trust along with any other Loan Documents
required by City.
5.7.1.2 Provide City with a Mortgagee's Policy of title insurance in
the amount of the Loan.
5.7.1.3 Pay all costs associated with Closing the Loan.
5.7.1.4 Provide City with an estimated settlement statement from the
title company at least 3 business days before Closing.
5.7.15 Ensure City's lien is subordinate only to the FWHFC Loan,
which subordination may be memorialized in a Subordination
Agreement. City must approve in writing any secured
financing for the project that is to be subordinate to the Loan.
5.7.1.6 The term of the Loan shall be as specified in Section 3.3.
5.7.1.7 No interest shall accrue on the HOME Loan provided that
Developer complies with the terms and conditions of this
Contract and the Loan Documents.
5.7.1.8 The Loan is forgivable deferred payment loan. The Loan will
be forgiven provided that (i) the project is operated as PSH
housing in accordance with the HOME Regulations and the
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terms of this Contract, and (ii) Developer is not otherwise in
default of the Loan terms or Contract provisions.
5.7.1.9 The Deed Restriction shall remain in effect for the entire
Affordability Period to secure Developer's performance of
the Affordability Requirements and all provisions of this
Contract pertaining to the HOME Program regardless of an
early repayment of the Loan.
5.7.1.10 Early repayment of the Loan shall not relieve Developer of its
obligations under this Contract or the HOME Regulations
including but not limited to the Affordability Requirements
and other HOME requirements. The Deed of Trust shall
secure both repayment of the HOME Funds and performance
by Developer of its obligations under this Contract during the
Affordability Period.
5.7.1.11 Any subordinate financing other than that approved herein or
otherwise by City, shall require the review and prior written
approval of City for the purpose of ensuring compliance with
the underwriting and subsidy layering requirements of the
HOME Regulations, which approval shall not be
unreasonably withheld, conditioned or delayed.
5.7.1.12 Default under the FWHFC Loan shall be considered a default
of the Loan and a default of the Loan shall be considered a
default of the FWHFC Loan, subject to any applicable notice
and/or cure period contained in the FWHFC Loan Documents.
5.71.13 Failure by Developer to comply with this Section 5.7.1 will
be an event of default under this Contract and the Loan
Documents.
5.8 Maintain Affordability Requirements.
Developer shall ensure that the HOME Units shall be occupied by HOME Eligible
Households throughout the Affordability Period as required by the HOME Regulations. Developer
must notify the City in writing within 30 days of either of the following occurrences: (i) aHOME
Unit is leased to a tenant who is not a HOME Eligible Household or(ii)a HOME Unit remains vacant
for more than 90 days. In the event that a HOME Unit is occupied by a tenant who is not a HOME
Eligible Household, Developer shall have 30 days to determine if a market rate or other tenant
in the project qualifies as a HOME Eligible Household or fill an empty unit with a HOME Eligible
Household. If either (i) or (ii) takes place and is not cured within the time limits described in
this Section, then Developer shall pay City 10% of the Loan amount as Iiquidated damages.
The Parties agree that City's actual damages in the event of either (i) or happening and
remaining uncured are uncertain and would be difficult to ascertain and may include a finding by
HUD, a repayment of funds to HUD by City or otherwise impact the City's HOME grant or other
federal grant funds. Therefore, the Parties agree that payment under this ,Section of 10% of the
Loan amount by Developer to City is liquidated damages and not a penalty.
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5.9 Reserved.
5.10 Affordabilr Re uirements Survive Transfer.
The HOME Units must remain affordable without regard to the term of any mortgage or
transfer of ownership,pursuant to the terms of the Loan Documents, the Deed Restriction, or any
other mechanism provided by HUD. Any sale or transfer of the project during the Affordability
Period, excluding a transfer due to condemnation or to obtain utility services, may at City's sole
discretion require the repayment of the HOME Funds unless the new owner or transferee
affirmatively assumes in writing the obligations established hereunder for the HOME Units for
whatever time remains of the Affordability Period. Failure of the new owner or transferee to
promptly assume all of Developer's obligations under this Contract, the Loan Documents, and/or
the Deed Restriction will result in immediate termination of this Contract and any HOME Funds
already paid to Developer must be repaid to City within 30 days of such termination. In addition,
City may pursue any of its remedies under the Loan documents or the Deed Restriction if the new
owner or transferee fails to assume Developer's obligations to maintain the Affordability
Requirements throughout the Affordability Period.
6. CONSTRUCTION.
6.1 Construction Schedule.
Developer will construct the Required Improvements in accordance with the schedule set
forth in the attached Exhibit "C" — Construction and Reimbursement Schedule. Developer
shall not begin construction until City sends a Notice to Proceed. in the form required by the City.
Developer's failure to meet the Construction Schedule or the Completion Deadline shall be an
event of default. Subject to Section 14.19,Developer may not change the Construction Schedule
without the Director's prior written approval, which approval shall be in the Director's reasonable
discretion.
6.1.1 Written Cost Estimates Construction Contracts and Construction
J20cuments.
Developer shall furnish City with the written cost estimates, construction contracts
and construction documents (collectively, the "Construction Documents") prior
to the commencement of construction. City shall review and approve written cost
estimates and determine that costs are reasonable prior to the commencement of
construction. The Construction Documents shall describe the construction of the
Required Improvements in sufficient detail so that City can perform inspections.
6.1.2 Construction Inslacetions.
City will conduct progress and final inspections of construction of the project to
ensure that the work is done in accordance with the applicable building codes and
the Construction Documents. The construction of the project must pass a
Neighborhood Services Department Minimal Acceptable Standard Inspection
report, a HUD Compliance Inspection Report and any other applicable HUD-
required inspections during the construction period, along with any applicable final
inspection approval from the City building inspectors at the Completion of the
construction of the project.
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6.2 Applicable Laws, Building Codes and Ordinangm
The Plans and construction for the Required Improvements shall (i) conform to all
applicable Federal, State, City and other local laws, ordinances, codes, rules and regulations,
including the HOME Regulations; (ii) meet all City building codes; (iii) meet the Energy
Conservation requirements as required by the State of Texas in Chapter 13 of the International
Building Code; (iv) if new construction, must conform to the locally adopted International Energy
Conservation Code ; and (v) must pass a HUD Compliance Inspection Report and inspection by
City's Neighborhood Services Department inspectors.
6.3 Property Standards During Construction.
Developer shall comply with the following as applicable during the construction of the
Required Improvements: (i) the Property Standards in 24 CFR Part 92.251(a), (ii) accessibility
standards under 24 CFR Part 92.251(a)(2)(i), (iii) any City property standards, and (iv) all other
applicable accessibility standards for the project.
6.4 Lead-Based Paint Requirements.
Developer will comply with any applicable Federal lead-based paint requirements
including Iead screening in buildings built prior to 1978 in accordance with 24 CFR Part 92.355
and 24 CFR Part 35, subparts A, B, J,K, M, and R,and the Lead: Renovation,Repair and Painting
Program Final Rule, 40 CFR Part 745, in the construction and/or rehabilitation of the Required
Improvements.
6.5 Approval of Plans and Specifications by Ci Not Release of Responsibility.
Approval of the Plans by City shall not constitute or be deemed (i) to be a release of the
responsibility or liability of Developer or any of its contractors or subcontractors, or their
respective officers, agents, employees and lower tier subcontractors, for the accuracy or the
competency of the Plans or the Construction Documents, including, but not limited to, any related
investigations, surveys, designs, working drawings and specifications or other documents; or (ii)
an assumption of any responsibility or liability by City for any negligent act, error or omission in
the conduct or preparation of any investigation, surveys, designs, working drawings and
specifications or other documents by Developer or any of its architects, contractors or
subcontractors, and their respective officers, agents, employees and lower tier subcontractors.
6.6 Contractor Subcontractor and Vendor Hgguirements.
Developer will use commercially reasonable efforts to ensure that during the construction
of the project all contractors or vendors utilized by Developer or subcontractors utilized by
Developer's general contractor are appropriately licensed and such licenses are maintained
throughout the construction of the Required Improvements and the operation of the project when
applicable. Developer shall ensure that all contractors and vendors utilized by Developer, or
subcontractors utilized by Developer's general contractor in the construction of the Required
Improvements, are not debarred or suspended from performing the contractor's, subcontractor's
or vendor's work by the City,the State of Texas, or the Federal government. For purposes of this
Contract, the term "vendors" does not include suppliers or materialmen. Developer
acknowledges that 2 CFR Part 200 forbids Developer from hiring or continuing to employ
any contractor,subcontractor or vendor that is listed as debarred on the Federal System for
Award Management,www.sam.gov ("SAM").Developer must confirm by search of SAM that
all contractors, subcontractors or vendors are not listed by SAM as being debarred, both prior to
hiring and prior to submitting a Reimbursement Request which includes invoices from any such
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contractor, subcontractor, or vendor. Failure to submit such proofs of search shall be an event
of default, if not cured within any applicable notice or cure period. In the event that City
- determines that any contractor, subcontractor or vendor has been debarred, suspended, or is not
properly licensed, Developer or Developer's general contractor shall immediately cause such
contractor, subcontractor or vendor to immediately stop work on the project and Developer shall
not be reimbursed for any work performed by such contractor, subcontractor or vendor. However,
this Section should not be construed to be an assumption of any responsibility or liability by City
for the determination of the legitimacy, quality, ability, or good standing of any contractor,
subcontractor or vendor. Developer acknowledges that the provisions of this Section
pertaining to SAM shall survive the earlier termination of this Contract.
6.7 Furnish Complete Set of"As Built" Plans.
Developer shall furnish City a complete set of"as built"or marked-up plans for the project
at Completion after all final approvals have been obtained.
6.8 Broadband Infrastructure Requirements.
In compliance with the requirements of 24 CFR fart 5.100,Developer shall provide for the
installation of broadband infrastructure, to include cables, fiber optics,wiring, or other permanent
infrastructure, including wireless infrastructure, that is capable of providing access to Internet
connections in individual housing units, and that meets the definition of "advanced
telecommunications capability" determined by the Federal Communications Commission under
Section 706 of the Telecommunications Act of 1996 (47 U.S.C. 1302).
7. TENANT AND LEASE REOUIRMENTS, PROPERTY STANDARDS DURING
AFFORDABILITY PERIOD.
7.1 Income Eligibility.
Developer must use the definition of annual income used by 24 CFR 5.609 to establish
tenant income eligibility. Developer shall use the most current HUD Income Guidelines.
Developer shall maintain Tenant Documentation sufficient to show that the HOME Units are
occupied by HOME Eligible Households. This Section shall survive the earlier termination or
expiration of this Contract and be applicable for the length of the Affordability Period.
7.2 Income Verification.
7.2.1 Developer must verify that all tenants of HOME Units are HOME Eligible
Households with full Tenant Documentation at the time the initial lease for a
HOME Unit is executed. Tenants must certify the number of people in tenant's
household along with such person's names and ages. Developer shall obtain
financial information on all members of a tenant's household.
7.2.2 Developer must verify the income of the tenants of the HOME Units
annually after the initial lease is executed, but may use a City-approved tenant self-
certification form as Tenant Documentation. Notwithstanding the foregoing,
Developer must verify the income eligibility of all HOME Eligible Households
with full Tenant Documentation every 6th year of the Affordability Period.
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7.23 Developer must maintain copies of Tenant Documentation as required
under this Contract.
71.4 City will review Tenant Documentation during the Affordability Period as
part of its monitoring.
7.3 Tenant Lease.
731 Developer shall submit to City the form of its tenant lease prior to leasing
any HOME Unit. Such lease shall comply with the provisions of 24 CFR Part
92.253 regarding the following issues:
7.3.1.1 Length of lease term shall not exceed 2 years and may not be
shorter than 1. year for the initial lease term. If the lease is
renewed,tenant and landlord may agree to a longer or shorter
term.
7.3.1.2 Lease may not include agreement by tenant to allow landlord
to take,hold or sell tenant's personal property without notice
and a court decision on the rights of the parties.
7.3.1.3 Lease may not include agreement by the tenant to excuse
owner or owner's agents from responsibility for any action
or failure to act, whether intentional or negligent acts.
7.3.1.4 Lease may not authorize landlord to institute a lawsuit
without notice to the tenant.
7.3.1.5 Lease may not include agreement by tenant to waive a jury
trial or right of appeal.
7.3.1.6 Lease may not include an agreement by tenant to pay legal
costs of court proceeding even if the tenant prevails in those
proceedings regardless of outcome.
7.3.1.7 Lease may not include an agreement by the tenant to be sued,
to admit guilt or to a judgment in favor of the owner in a
lawsuit brought in connection with the lease.
7.3.1.8 Lease may not include an agreement by the tenant that the
owner may evict the tenant or household members without
instituting civil court proceedings in which the tenant has the
opportunity to present a defense, or before a court decision
on the rights of the parties.
7.3.1.9 Lease may not include an agreement by the tenant to waive
the tenant's right to appeal or otherwise challenge in court a
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court decision in connection with the lease.
7.3.1.10 Lease may not include an agreement by the tenant to accept
supportive services that are offered.
73.2 Termination of Tenancy of HOME Units.
Developer may not terminate the tenancy of a HOME Eligible Household in a
HOME Unit except for serious or repeated violation of the terms and conditions of
the lease; for violation of applicable federal, state or local laws; or for other good
cause. Good cause does not include an increase in the income of the HOME Eligible
Household. To terminate or refuse to renew the tenancy, Developer must serve
written notice upon the tenant specifying the grounds for the action at least 30 days
before the termination of tenancy.
733 Revised Lease Forms.
Developer shall provide City copies of revised lease forms within 30 days of any
change to its lease form. All changes to Developer's lease form shall comply with
the requirement of Section 7.3.1.
7.4 Tenant Household Characteristics.
7.4.1 Developer shall provide City with the information about the household
characteristics of the first tenant renting a HOME Unit on Exhibit "G" —Project
Compliance Report: Rental Horsing.
7.4.2 At City's request, Developer shall provide demographic information as set
forth on Exhibit"G" on all tenants in the project in order to show compliance with
Section 7.7 during the Affordability Period.
7.5 Tenant Rent.
7.5.1 Rents charged to tenants of the HOME Units are subject to 24 CFR 92.252
(a) and (b) and are subject to review and approval by City at initial lease up and
prior to any rent increases.Under no circumstances may the maximum rent charged
to tenants of HOME Units exceed the High Home Rent minus utility allowances
(excluding telephone). Developer agrees to abide by HUD-approved schedules of
HOME rent levels and City-approved utility allowances.
7.5.2 City shall provide Developer with information on updated HOME rent
limits so that rents may be adjusted (not to exceed the maximum HOME rent
limits). Developer shall provide City annually with information on rents and
occupancy of the HOME Units to demonstrate compliance with 24 CFR Part 92.252
(a) and (b). City shall review the rents for compliance and approve or disapprove
them every year.
7.5.3 Any increase in rents for the HOME Units is subject to the provisions of
any outstanding leases for said units. Developer shall provide tenants of the HOME
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Units with not less than 30 days prior written notice before implementing any
increase in rents.
7.5.4 City shall adopt utility allowances in accordance with HOME regulations
and HUD guidance. Such allowances shall be updated regularly, and shall be
furnished to Developer. Developer shall adjust tenant rents accordingly in
compliance with HOME regulations.
7.6 Tenant Selection Polic • Accessible Unit Marketing.
Within 90 days of the Effective Date, Developer must submit to City for City's approval
Developer's tenant selection policy and criteria that address the following:
7.6.1 The tenant selection policy must be consistent with the purpose of providing
housing for very low- and low-income persons.
7.6.2 The tenant selection policy must provide for:
7.6.2.1 Selection of tenants from a written waiting list in the
chronological order of their application, insofar as is
practicable;
7.6.2.2 Prompt written notification to any rejected applicant of the
grounds for such rejection; and
7.6.2.3 Bi-lingual leasing and management assistance.
7.6.3 The tenant selection policy must address non-discrimination and affirmative
marketing as discussed in Section 7.7.
7.6.4 The tenant selection policy must (i) address the lease requirements
described in Section 7.3, (ii) address managing HOME Unit requirements, and (iii)
must comply with state and local tenant/landlord laws.
7.6.5 Holders of rental assistance subsidies (such as HUD's Housing Choice
Voucher or similar subsidy)must not be excluded from renting a unit in the project.
7.6.6 Developer must market Accessible Units in the following order:
7.6.6.1 Within the project to persons requiring an accessible unit.
7.6.6.2 To persons on the waiting list requiring an accessible unit.
7.6.6.3 To the general community for persons requiring accessible
unit.
7.6.6.4 To persons that do not require an accessible unit.
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7.7 Affirmative Marketing.
Developer must adopt and implement affirmative marketing procedures as required by 24
CFR 92.351 if the project involves the construction of 5 or more HOME Units. The procedures
and requirements must include methods for informing the public, owners and potential tenants
about fair housing laws and policies so as to ensure that all individuals are given an equal
opportunity to participate in the project without regard to sex, age, race, color, creed, nationality,
national origin, religion, handicap status, disability, familial status, sexual orientation, gender
identity, gender expression or transgender. The procedures shall include methods to be used by
Developer to inform and solicit applications for tenancy from person in the housing market area
who are not likely to apply for the housing without special outreach (e.g., through the use of
community organizations,places of worship, employment centers, fair housing groups, or housing
counseling agencies.) The procedures and requirements must designate an individual who will be
responsible for marketing the project and must establish a clear application screening plan.
Developer's affirmative marketing procedures must be submitted to City for approval prior to
implementation; provided however, City shall have no responsibility for affirmative marketing of
the project.
7.71 Developer shall keep records describing actions taken to affirmatively
market the HOME Units and the project sufficient to enable City to assess the
results of the affirmative marketing.
7.8 Prroperty Inspections During Initial Lease-Up of HOME Units; Annual
Inspections of HOME Units.
City shall inspect units in the project before they are placed into service. City shall inspect
the HOME Units prior to a HOME Eligible Household occupying such unit to ensure that each
HOME Unit meets the appropriate HOME standards. Thereafter, City will inspect the HOME
Units annually.
7.9 Project Maintenance and Inspections During Affordabiiity Period.
Developer shall ensure that the project is maintained in accordance with all applicable
HUD property standards for the duration of the Affordability Period, which at a minimum shall be
those property standards required in 24 CFR Part 92. City will verify maintenance of the project
to these standards through on-site inspections every year.
7.10 Violence Against Women Act Re uirements.
7.10.1 As applicable, Developer shall comply with the Violence Against Women
Act ("VAWA") and shall ensure that its property manager shall, at the time of
application for a unit in the project, provide all potential tenants receiving rental
assistance with a Notice of Occupancy Rights under the Violence Against Women
Act in substantially the same form as the form attached and incorporated as Exhibit
"M" —VAWA Forms in compliance with VAWA and 24 CFR Part 92.359 of the
HOME Regulations.
7.101 Developer agrees that no applicant for a unit in the project may be denied
on the basis or as a direct result of the fact that they are or have been a victim of
domestic violence, dating violence, sexual assault, or stalking, as long as they
would otherwise qualify for the unit.
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7.103 Developer shall be responsible for reviewing VAWA and any applicable
regulations and shall respond to all emergency transfer requests in accordance with
the requirements of those provisions. Developer may request that all tenants
requesting an emergency transfer under VAWA fill out the form attached and
incorporated in Exhibit "M"—VAWA Forms or its own form that is substantially
the same.
7.11 PSH Program, Units and Tenants.
Developer acknowledges that it obtained an allocation of HOME funds from the City
Council by committing to provide 48 PSH Units in the project. Developer is responsible for
obtaining project-based vouchers, tenant based rental assistance or other rental assistance to
subsidize the rents for the PSH Units and provide the necessary supportive services to the PSH
Tenants, and if applicable will enter into separate agreements with the entities furnishing the
vouchers and/or the rental assistance and the supportive services. The PSH Program for the proj ect
will be managed in accordance with the requirements of Exhibit "O" — Requirements for
Permanent Supportive Housing Units.
7.11.1 Developer agrees to furnish City with final,executed copies of any contracts
it has with its Supportive Services Provider, and agencies or third parties supplying
vouchers or other forms of rental assistance for the PSH Tenants.
8. ADDITIONAL HOME REQUIREMENTS.
Developer agrees to comply with all requirements of the HOME Program as stated in the
HOME Regulations, including, but not limited to the following:
8.1 Environmental Review.
HOME Funds will not be paid and costs cannot be incurred until City has conducted and
completed an environmental review and completed an Environmental Review Record as required
by 24 CFR Part 58. The environmental review may result in a decision to proceed with, modify,
or cancel the project. Further, Developer will not undertake or commit any funds to physical or
choice limiting actions, including if applicable, property acquisition, demolition, movement,
rehabilitation, conversion, repair or construction prior to the environmental clearance. Any
violation of this Section will (i) cause this Contract to terminate immediately; (ii) require
Developer to repay to City any HOME Funds received and forfeit any future payments of
HOME Funds; and (iii) Developer must pay 10% of the HOME Funds to City as liquidated
damages. The Parties agree that City's actual damages in the event of Developer violating
this Section are uncertain and would be difficult to ascertain and may include a finding by
HUD, a repayment of funds to HUD by City or otherwise impact the City's HOME grantor
other Federal grant funds. Therefore, the Parties agree that payment of 10% of the Loan
amount by Developer to City under this Section is liquidated damages and not a penalty. City
acknowledges that it has completed and approved this requirement.
8.1.1 Mitigation.
Developer must take the mitigation actions outlined in Exhibit "A-2" —
Environmental Mitigation Actions. Failure to complete the required
mitigation action is an event of default under this Contract.
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8.2 Contract Not Constituting Commitment-of Funds.
Notwithstanding any provision of this Contract, the Parties agree and acknowledge that this
Contract does not constitute a commitment of HOME Funds, and that such commitment or
approval may occur only upon satisfactory completion of environmental review and receipt by City
of an authorization to use grant funds from HUD under 24 CFR Part 58.
8.3 Monitorine.
8.3.1 Developer understands and agrees that it will be subject to monitoring by
City for compliance with the HOME Regulations,the terms of this Contract and the
Loan Documents during the Affordability Period. Developer will provide reports
and access to tenant files for the purposes of determining income
e I i g i b i I i t y as requested by City during the Affordability Period and for 5 years
after it ends. Such records may be produced digitally by Developer.
8.3.2 Representatives of City, HUD, HUD Office of the Inspector General, and
the United States Comptroller General shall have access during regular business
hours, upon at least 48 hours prior notice, to Developer's offices and records and
to Developer's officers and agents that are related to the use of the HOME Funds
and the requirements of the HOME Regulations during the Affordability Period,
and to Developer's officers, agents, employees, contractors, subcontractors and
vendors for the purpose of such monitoring.
8.3.3 In addition to other provisions of this Contract regarding frequency of
monitoring, City reserves the right to perform desk reviews or on-site monitoring
of Developer's compliance with the terms and conditions of this Contract and the
Loan. After each monitoring visit, City shall provide Developer with a written
report of the monitor's findings. If the monitoring report notes deficiencies in
Developer's performance, the report shall include requirements for the timely
correction of said deficiencies by Developer. Failure by Developer to take the
action specified in the monitoring report may be cause for suspension or termination
of this Contract as provided herein, or City may take all actions allowed in the Loan
Documents.
8.3.4 Developer shall annually provide to City the results of any agency, state or
federal monitoring related to the project including any monitoring by TDHCA or
agencies or entities providing vouchers and/or rental assistance. Such results shall
be submitted annually to City with the submission of its annual audit and financial
statements.
8.3.5 This Section 8.3 shall be applicable for the duration of the Affordability
Period and shall survive the earlier termination or expiration of this Contract.
8.4 Conlpliance with the Uniform Relocation Act.
If applicable, Developer shall comply with the relocation requirements of 24 CFR Part
92.353 and all other applicable federal and state laws and City ordinances and requirements
pertaining to relocation.
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8.5 Compliance with Davis-Bacon Act.
If applicable, Developer and its general contractor and all lower tier subcontractors will
comply with the Davis-Bacon Act as described in Section 14.14 and Exhibit"H"—Federal Labor
Standards Provisions - Davis-Bacon Requirements.
8.6 Developer Procurement Standards.
Developer shall ensure that procurement of materials and services is done in a cost-
effective manner. Developer shall comply with applicable federal,state and local laws,regulations,
and ordinances for making procurements under this Contract.
8.7 Cost Principles/Cost Reasonableness.
The eligibility of costs incurred for performance rendered shall be determined in
accordance with 2 CFR Part 200.402 through 2 CFR Part 200.405, as applicable, regarding cost
reasonableness and allocation.
8.8 Financial Management Standards.
Developer agrees to adhere to the accounting principles and procedures required in 2 CFR
Part 200, as applicable, utilize adequate internal controls, and maintain necessary supporting and
back-up documentation for all costs incurred in accordance with 2 CFR Part 200.302 and Part
200.303.
8.9 Uniform Administrative Requirements.
Developer will comply with the Uniform Administrative Requirements, Cost Principles,
and Audit Requirements for Federal Awards in 2 CFR Part 200, as applicable, or any reasonably
equivalent procedures and requirements that City may require.
8.10 Compliance with FFATA and Whistleblower Protections.
Developer shall provide City with all necessary information for City to comply with the
requirements of 2 CFR 300(b), including provisions of the Federal Funding Accountability and
Transparency Act("FFATA") governing requirements on executive compensation and provisions
governing whistleblower protections contained in 10 U.S.C. 2409, 41 U.S.C. 4712, 10 U.S.C.
2324, 41 U.S.C. 4304 and 41 U.S.C. 4310.
8.101 Developer shall provide City its DUNS number prior to the payment of
any HOME Funds.
811 Internal Controls.
In compliance with the requirements of 2 CFR 200.303, Developer shall:
8.11.1 Establish and maintain effective internal control over the HOME Funds that
provides reasonable assurance that Developer is managing the HOME Funds in
compliance with federal statutes, regulations, and the terms and conditions of this
Contract. These internal controls shall follow the guidance in "Standards for
Internal Control in the Federal Government" issued by the Comptroller General of
the United States or the "Internal Control Integrated Framework" issued by the
Committee of Sponsoring Organizations of the Treadway Commission("COSO");
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8.11.2 Comply with federal statutes, regulations, and the terms and conditions of
- this Contract;
8,11.3 Evaluate and monitor Developer's compliance with statutes, regulations
and the terms and conditions of this Contract;
8.11.4 Take prompt action when instances of noncompliance are identified
including noncompliance identified in audit findings; and
8.11.5 Take reasonable measures to safeguard protected personally identifiable
information and other information that HUD or City designates as sensitive or
Developer considers sensitive consistent with applicable federal, state, local and
tribal laws regarding privacy and obligations of confidentiality.
8.12 Copyright and Patent Rights,
No reports,maps,or other documents produced in whole or in part under this Contract shall
be the subject of an application for copyright by or on behalf of Developer. HUD and City shall
possess all rights to invention or discovery, as well as rights in data which may arise as a result of
Developer's performance under this Contract. To the extent consistent with HUD regulations,this
provision shall not apply to copyright or other intellectual property belonging to third parties such
as architects and other design professionals.
8.13 Terms A1212licable to Contractors Subcontractors and Vendors
Developer understands and agrees that all terms of this Contract, whether regulatory or
otherwise, shall apply to any and all contractors, subcontractors and vendors of Developer which
are in any way paid with HOME Funds or who perform any work in connection with the project.
Developer shall cause all applicable provisions of this Contract to be included in and made a part
of any contract or subcontract executed in the performance of its obligations hereunder,including
its obligations regarding the Affordability Requirements and the HOME Regulations during the
Affordability Period. Developer shall monitor the services and work performed by its contractors,
subcontractors and vendors on a regular basis for compliance with the Affordability Requirements,
the HOME Regulations and Contract provisions. Developer is responsible to cure all violations of
the HOME Regulations committed by its contractors, subcontractors or vendors. City maintains
the right to insist on Developer's full compliance with the terms of this Contract and the HOME
Regulations and Developer is responsible for such compliance regardless of whether actions to
fulfill the requirements of this Contract or the HOME Regulations are taken by Developer or by
Developer's contractors,subcontractors or vendors.Developer acknowledges that the provisions
of this Section shall survive the earlier termination or expiration of this Contract and be
applicable for the length of the Affordability Period and for 5 years thereafter.
8.14 Pilyment and Performance Bond .
Developer must furnish City with payment and performance bonds in a form acceptable to
City in the amount of the construction cost for the project in accordance with the requirements
of 2 CFR Part 200.325, but not less than $1,700,000.00, the total amount of the Loan and the
FWHFC Loan. At City's discretion other forms of assurance, including a guarantee from
Developer or other parties on Developer's behalf, may be acceptable so long as such assurance
meets the requirements of the HOME Regulations. Any guarantee in favor of the City shall be in
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the form as the attached Exhibit"P"--Guarantee unless City in its sole discretion agrees to some
other form which shall be acceptable in amount, duration, form and substance.
8.15 !C2m12Wnce with HOME Requirements by Property Manager,
Developer will ensure that the property manager complies with the HOME Requirements,
including, but not limited to, adding a provision in its property management agreement that the
property manager will follow the HOME Requirements outlined in Exhibit "N" -- HOME
Requirements and attaching it as an exhibit to its property management agreement.
9. RECORD KEEPING, REPORTING AND D A
REOUIREMENTS.RIGHT TO AUDIT.
9.1 Record Keening.
Developer shall maintain a record-keeping system as part of its performance of this
Contract and shall promptly provide City with copies of any document City deems necessary for
the effective fulfillment of City's monitoring and evaluation responsibilities. Specifically,
Developer will keep or cause to be kept an accurate record of all actions taken and all funds spent,
with supporting and back-up documentation as well as all Tenant Documentation. Developer will
maintain all records and documentation related to this Contract for 5 years after the end of the
Affordability Period. If any claim, litigation, or audit related to this Contract or the project is
initiated before the expiration of the 5-year period, the relevant records and documentation must
be retained until all such claims, Iitigation or audits have been resolved.
9.1.2 Access_to Records.
City representatives and HUD and any duly authorized officials of the federal
government will have full access to, and the right to examine, audit, excerpt and/or
transcribe any of Developer's records pertaining to all matters covered by this
Contract throughout the Affordability Period and for 5 years thereafter. Such access
shall be during regular business hours upon at least 48 hours prior notice.
9.2 aepoLts.
Developer will submit to City all reports and documentation described in this Contract in
such form as City may prescribe. Developer may also be required to submit a final performance
and/or final financial report if required by City at the termination of this Contract and/or the
termination of the Loan in such form and within such times as City may prescribe. Failure to
submit any report or documentation to City required by this Contract shall be an event of
default and City may exercise all of it remedies for default under this Contract and Loan
Documents. City shall not exercise its rights hereunder for default until its gives Developer 30
days' notice of such failure and Developer has failed to cure such default.
9.21 Additional Information.
Developer shall provide City with additional information as may be required by
state or federal agencies to substantiate HOME Program activities and/or
expenditure eligibility.
9.3 Cbange in Reporting Requirements and Forms.
City retains the right to change reporting requirements and forms at its reasonable
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discretion. City will notify Developer in writing at least 30 days prior to the effective date of such
change, and the Parties shall execute an amendment to the Contract reflecting such change if
- necessary.
9.4 Cily Reserves the Right to Audit.
City reserves the right to perform an audit of Developer's project operations and finances
at any time during the term of this Contract and during the Affordability Period and for 5 years
thereafter, if City determines that such audit is necessary for City's compliance with the HOME
Regulations or other City policies, and Developer agrees to allow access to all pertinent materials
as described herein. If such audit reveals a questioned practice or expenditure, such questions must
be resolved within 15 business days after notice to Developer of such questioned practice or
expenditure. If questions are not resolved within this period, City reserves the right to withhold
further funding under this and/or other contract(s) with Developer. IF AS A RESULT OF ANY
AUDIT IT IS DETERMINED THAT DEVELOPER HAS FALSIFIED ANY
DOCUMENTATION OR MISUSED, MISAPPLIED OR MISAPPROPRIATED HOME
FUNDS OR SPENT HOME FUNDS ON ANY INELIGIBLE ACTIVITIES, DEVELOPER
AGREES TO REIMBURSE CITY THE AMOUNT OF SUCH MONIES PLUS THE
AMOUNT OF ANY SANCTIONS,PENALTY OR OTHER CHARGE LEVIED AGAINST
CITY BY HUD BECAUSE OF SUCH ACTIONS.
10. REIMBURSEMENT REQUIREMENTS.
Developer shall provide City with Complete Documentation and the following reports as
shown in Exhibit"F" —Reimbursement Forms with each Reimbursement Request:
10.1 Attachment I—Invoice.
This report shall contain the amount requested for reimbursement in the submitted request,
and the cumulative reimbursement requested to date (inclusive of the current request).
10.2 Attachment H—Expenditure Worksh et.
This report shall itemize each expense requested for reimbursement by Developer. In order
for this report to be complete the following must be submitted:
10.21 Invoices for each expense with an explanation as to how the expense
pertains to the project, if necessary; and
10.2.2 Proof that each expense was paid by Developer,which proof can be satisfied
by cancelled checks,wire transfer documentation,paid receipts or other appropriate
banking documentation.
10.3 Deadline for Submittin Reimbursement Re nests.
All Reimbursement Requests along with Complete Documentation shall be submitted by
Developer to City within 60 calendar days from each of the deadlines as shown in Exhibit "C" —
Construction and Reimbursement Schedule.
10.3.1 CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT ON
ANY REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN
60 DAYS OF THE DEADLINES SHOWN IN EXHIBIT "C" --
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CONSTRUCTION AND REIMBURSEMENT SCHEDULE.
- 10.3.2 CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT ON
ANY REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN
30 CALENDAR DAYS AFTER THE COMPLETION DEADLINE.
10.3.3 Final Payment.
Developer shall not be reimbursed for Final Payment until it submits Exhibit "G"
—HOME Project Compliance Report: Rental Housing to City.
10.4 Withholding Payment.
CITY SHALL WITHHOLD PAYMENT ON ANY REIMBURSEMENT REQUEST
THAT DOES NOT INCLUDE THE REQUIRED COMPLETE DOCUMENTATION.
City shall notify Developer when it is withholding payment due to lack of required
complete documentation within 10 Business Days of making such determination.
11. DEFAULT AND TERMINATION.
11.1 Failure to Begin or Complete the Re uired Improvements
11.1.1 Developer fails to begin construction within 6 months of the Effective Date,
this Contract shall automatically terminate without further warning or opportunity
to cure, and with no penalty or liability to City.
11.1.2 If City determines that the Required Improvements were not completed by
the Completion Deadline (as may be modified in accordance with Section 14.19)
or have failed to pass any of the inspections described in Section 6.1.2 (or to
promptly correct any noted deficiency and subsequently pass such inspection), City
shall have the right to terminate this Contract with no penalty or liability to City,
with such termination to be effective immediately upon written notice. City shall
also be entitled to demand repayment of the HOME Funds in accordance with
Section 12 and enforce any of the provisions of Loan documents for default.
11.2 Failure to Submit Complete Documentation During Construction.
11.2.1 If Developer fails to submit all applicable Complete Documentation during
construction of the Required Improvements in accordance with Exhibit "C" —
Construction and Reimbursement Schedule, or if any report or documentation
submitted as part of Complete Documentation is not in compliance with this
Contract or the HOME Regulations as determined by City in its sole discretion,
City will notify Developer in writing and the Developer will have 15 calendar days
from the date of the written notice to submit or resubmit any such report or
documentation. If Developer fails to submit or resubmit any such report or
documentation within such time, City shall have the right to withhold payments.If
such failure continues for an additional 15 days (a total of 30 days) City shall have
the right to terminate this Contract effective immediately upon written notice
of such intent with no penalty or liability to City. Notwithstanding anything to
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the contrary herein, City will not be required to pay any HOME Funds to Developer
during the period that any such report or documentation is not in compliance with this
Contract or the HOME Regulations.
11.2.2 If any of Developer's Reimbursement Requests are incomplete or otherwise
not in compliance with this Contract or the HOME Regulations as determined by
City, City will notify Developer in writing of such default and the Developer will
have 15 calendar days from the date of the written notice to resubmit any such
Reimbursement Request to cure the default.If the Developer fails to cure the default
within such time, Developer shall forfeit any payments otherwise due under such
Reimbursement Request. If such failure to resubmit such Reimbursement Request
continues for an additional 15 days(a total of 30 days)the City shall have the right
to terminate this Contract effective immediately upon written notice of such
intent with no penalty or liability to City. Notwithstanding anything to the
contrary herein, City will not be required to pay any HOME Funds to Developer
during the period that any such Reimbursement Request is not in compliance with
this Contract or the HOME Regulations.
11.2.3 In the event of more than 3 instances of default, cured or uncured,
under Sections 11.2.1 or 11.2.2 which have a material adverse impact on the
project, City reserves the right at its sole option to terminate this Contract
effective immediately upon written notice of such intent with no penalty or
liability to City. For purposes of this provision, "material adverse impact"
means any condition that could reasonably be expected to have a material
adverse change in or a materially adverse effect upon any of: (a) the value,
financial condition, operations, of the Property or Required Improvements;
(b) City's ability to have recourse against the Property or Required
Improvements; (c) the rights and remedies of City under any Loan
Documents, this Contract or the present or future ability of Developer to
perform its obligations; (d) the validity, priority, perfection or enforceability
of any FWHFC Loan Document, this Contract or any other Loan Document;
(e) the ability of any Party to perform its obligations under any Loan
Document to which it is a party; or (f) the validity or enforceability of any
Loan Document or the rights and remedies of any agent or any lender....
11.2.4 Notwithstanding anything to the contrary herein, City will not be required
to pay any HOME Funds to Developer during the period that any Reimbursement
Requests, reports or documentation are past due or are not in compliance with this
Contract or the HOME Regulations, or during any period during which Developer
is in default of this Contract.
11.2.5 In the event of termination under this Section 11.2, all HOME Funds
awarded but unpaid to Developer pursuant to this Contract shall be immediately
forfeited and Developer shall have no further right to such funds. Any HOME
Funds already paid to Developer must be repaid to City within 30 days of
termination under this Section. Failure to repay such HOME Funds will result
in City exercising all legal remedies available to City under this Contract and
the Loan Documents. For clarification,the defaults and related remedies set out in
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this Section 11.2 are not intended to arise from mathematical errors or other minor
defects in a Reimbursement Request.
11.3 Failure to Submit Reguired Reports and Documentation Durin
AffordabilityPeriod.
If Developer fails to maintain all records and documentation as required in Section 9, or fails to submit any
report or documentation:required by this Contract after the Required Improvements are completed, or if the
submitted report or documentation is not in compliance with this Contract or the HOME Regulations as
determined by City, City will notify Developer in writing and the Developer will have 30 calendar days from
the date of the written notice toobtain or recreate the missing records or documentation, or submit or
resubmit any such report or documentation to City. If Developer fails to maintain the required
reports or documentation,or submit or resubmit any such report or documentation within such time,
City shall have the right to terminate this Contract effective immediately upon written notice
of such intent with no penalty or liability to City.In the event of termination under this Section
11.3, any HOME Funds paid to Developer must be repaid to City within 30 days of
termination. Failure to repay such HOME Funds will result in City exercising all legal
remedies available to City under this Contract and the Loan Documents.
11.4 In General;
11.4.1 Subject to Sections 11.1, 11.2 and 11.3, and unless specifically provided
otherwise in this Contract, Developer shall be in default if Developer breaches any
term or condition of this Contract. In the event that such a breach remains uncured
after 30 calendar days following written notice by City(or such other notice period
as may be specified herein), or if Developer has diligently and continuously
attempted to cure following receipt of such written notice but reasonably required
more than 30 calendar days to cure, as determined by both Parties mutually and in
good faith, City shall have the right to elect, in City's sole discretion, to (i) extend
Developer's time to cure, (ii) terminate this Contract effective immediately upon
written notice of such intent to Developer, or (iii) pursue any other legal remedies
available to City.
11.4.2 City's remedies may include:
11.4.2.1 Direct Developer to prepare and follow a schedule of actions
for carrying out the affected activities, consisting of
schedules, timetables and milestones necessary to
implement the affected activities, including extending the
Affordability Period.
11.4.2.2 Direct Developer to establish and follow a management plan
that assigns responsibilities for carrying out the remedial
activities.
11.4.2.3 Cancel or revise activities likely to be affected by the
performance deficiency,before expending HOME Funds for
the activities.
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11.4.2.4 Reprogram HOME Funds that have not yet been expended
from affected activities to other eligible activities or
- withhold HOME Funds.
11.4.2.5 Direct Developer to reimburse City in any amount of HOME
Funds not used in accordance with the HOME Regulations.
11.4.2.6 Suspend reimbursement or payment of HOME Funds for
affected activities.
11.4.2.7 Any other appropriate action including but not limited to any
remedial action legally available such as declaratory
judgment, specific performance, damages, temporary or
permanent injunctions, termination of this Contract or any
other contracts with Developer, and any other available
remedies.
11.4.3 In the event of termination under this Section 11.4, all HOME Funds
awarded but unpaid to Developer pursuant to this Contract shall be immediately
rescinded and Developer shall have no further right to such fiends and any HOME
Funds already paid to Developer must be repaid to City within 30 days of
termination. Failure to repay such HOME Funds will result in City exercising
all legal remedies available to City under this Contract or the Loan
Documents.
11.5 No Funds Disbursed while in Breach.
Developer understands and agrees that no HOME Funds will be paid to Developer until all
defaults are cured to City's satisfaction.
1L6 No Compensation After Date of Termination.
In the event of termination,Developer shall not receive any HOME Funds in compensation
for work undertaken after the date of termination.
11.7 Rights of City Not Affected.
Termination shall not affect or terminate any of the existing rights of City against
Developer, or which may thereafter accrue because of such default, and this provision shall be in
addition to any and all other rights and remedies available to City under the law and Loan
Documents including, but not limited to, compelling Developer to complete the Required
Improvements in accordance with the terms of the Contract. Such termination does not terminate
any applicable provisions of this Contract that have been expressly noted as surviving the term or
termination of this Contract. No delay or omission by City in exercising any right or remedy
available to it under this Contract shall impair any such right or remedy or constitute a waiver or
acquiescence in any Developer default.
11.8 Waiver of Breach Not Waiver of Subsequent Breaeh.
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.
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11.9 Civil, Criminal and Administrative Penalties.
- Failure to perform all the Contract terms may result in civil, criminal or administrative penalties,
including, but not limited to those set out in this Contract.
11.10 Termination for Cause.
11.10.1 City may terminate this Contract in the event of Developer's default,
inability,or failure to perform,subject to notice,grace and cure periods. In the event
City terminates this Contract for cause, all HOME Funds awarded but unpaid to
Developer pursuant to this Contract shall be immediately rescinded and Developer
shall have no further right to such funds and any HOME Funds already paid to
Developer must be repaid to City within 30 calendar days of termination. Failure
to repay such HOME Funds will result in City exercising all legal remedies
available to City under this Contract or the Loan Documents. DEVELOPER
ACKNOWLEDGES AND AGREES THAT IF CITY TERMINATES THIS
CONTRACT FOR CAUSE, NEITHER DEVELOPER NOR ANY
AFFILIATES OF DEVELOPER SHALL BE CONSIDERED FOR ANY
OTHER CITY CONTRACT FOR HOME FUNDS FOR A MINIMUM OF 5
YEARS FROM THE DATE OF TERMINATION.
11.10.2 Developer may terminate this Contract if City does not provide the
HOME Funds substantially in accordance with this Contract. In such event, the
termination of the Contract shall have the effect of returning the Parties to their
respective circumstances as existed prior to the execution of this Contract, and no
terms or obligations shall survive the date of termination, including but notlimited
to, reporting, inspections or the Affordability Period.
11.10.3 City may terminate this Contract if Developer defaults on the
FWHFC Loan.
11.11 Termination for Convenience.
In terminating in accordance with 2 CFR 200,Appendix 11,this Contract may be terminated
in whole or in part only as follows:
11.11.1 By City with the consent of Developer in which case the Parties shall
agree upon the termination conditions, including the effective date and in the case
of partial termination, the portion to be terminated; or
11.11.2 By Developer upon written notification to City setting forth the
reasons for such termination, the effective date, and in the case of partial
termination, the portion to be terminated. In the case of a partial termination, City
may terminate the Contract in its entirety if City determines in its sole discretion
that the remaining portion of the Contract to be performed or IIOME Funds to be
spent will not accomplish the purposes for which this Contract was made.
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11.12 Dissolution of Developer Terminates-Contract.
In the event Developer is dissolved or ceases to exist this Contract shall terminate, unless,
with City permission, the Contract has been assigned and the Loan assumed by the assignee. In
the event of termination under this Section, all HOME Funds are subject to repayment and/or City
may exercise all of its remedies under this Contract and the Loan Documents.
11.13 Reversion of Assets.
In the event this Contract is terminated with or without cause, all tangible personal property
owned by Developer that was acquired or improved with the HOME Funds shall belong to City
and shall automatically transfer to City or to such assignees as City may designate_
11.14 Notice of Termination under Subordination Agreement.
If applicable, City shall not terminate this Contract without first giving notice and
opportunity to cure,which will be incorporated as a requirement in the Subordination Agreement.
11.15 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. If Developer takes any
action that results in City being required to repay all or any portion of the HOME Funds to
HUD, Developer agrees it will reimburse City for such repayment. If Developer takes any
action that results in City receiving a finding from HUD about the project, whether or not
repayment to HUD is required of City, Developer agrees it will pay City 10% of the HOME
Funds as liquidated damages. The Parties agree that City's damages in the event of either
repayment to HUD being required or receiving a finding from HUD are uncertain and would
be difficult to ascertain and may include an impact on City's HOME grant or otherFederal
grant funds, in addition to a finding by HUD or a repayment of funds to HUD by City.
Therefore,the Parties agree that payment under this Section of 10% of the Loan amount by
Developer to City is liquidated damages and not a penalty.
13. MATERIAL OWNERSHIP CHANGE.
Except for Permitted Transfers in accordance with the terms of the Deed of Trust,the Deed
Restriction and transfers or assignment of this Contract and an assumption of the Loan consented
to by City, if ownership or control of Developer materially changes after the date of this Contract,
City may, but is not obligated to, terminate this Contract. City has 30 days to make such
determination after receipt of notice from Developer of a material ownership change and failure to
make such determination in that time period will constitute a waiver. In the event of termination
under this Section 13, all HOME Funds awarded but not yet paid to Developer pursuant to this
Contract shall be immediately rescinded and Developer shall have no further right to such funds.
Any HOME Funds already paid to Developer must be repaid to City within 30 days of termination
under this Section.
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14. GENERAL PROVISIONS
14.1 Developer an Independent Contractor;.
Developer shall operate hereunder as an independent contractor and not as an officer,agent,
servant or employee of City. Developer shall have exclusive control of, and the exclusive right to
control, the details of the work and services performed hereunder, and all persons performing
same, and shall be solely responsible for the acts and omissions of its officers, members, agents,
servants, employees, contractors, subcontractors, vendors, tenants, licensees or invitees.
14.2 Doctrine of Respondeat SunetioL.
The doctrine of respondeat superior shall not apply as between City and Developer, its
officers, members, agents, servants, employees, contractors, subcontractors, vendors, tenants,
licensees or invitees, and nothing herein shall be construed as creating a partnership or joint
enterprise between City and Developer. City does not have the legal right to control the details of
the tasks performed hereunder by Developer, its officers, members, agents, employees,
contractors, subcontractors, vendors, licensees or invitees.
14.3 Developer Property.
City shall under no circumstances be responsible for any property belonging to Developer,
its officers, members, agents, employees, contractors, subcontractors, vendors, tenants, licensees
or invitees that may be lost, stolen or destroyed or in any way damaged and DEVELOPER
HEREBY INDEMNIFIES AND HOLDS HARMLESS CITY AND ITS OFFICERS,
AGENTS,AND EMPLOYEES FROM ANY AND ALL CLAIMS OR SUITS PERTAINING
TO OR CONNECTED WITH SUCH PROPERTY.
14.4 Religious Organization.
No portion of the HOME Funds shall be used in support of any sectarian or religious
activity. In addition, there must be no religious or membership criteria for tenants of a HOME-
funded property.
14.5 Venue.
Venue for any action, whether real or asserted, at law or in equity, arising out of the
execution, performance, attempted performance or nonperformance of this Contract, shall lie in
Tarrant County, Texas.
14.6 Governing LAyv,,,
This Contract shall be governed by and construed in accordance with the laws of the State
of Texas. If any action, whether real or asserted, at law or in equity, arises out of the execution,
performance or non-performance of this Contract or on the basis of any provision herein, for any
issue not governed by federal law, the choice of law shall be the laws of the State of Texas.
14.7 Severability.
The provisions of this Contract are severable, and if for any reason a clause, sentence,
paragraph or other part of this Contract shall be determined to be invalid by a court or federal or
state agency, board or commission having jurisdiction over the subject matter thereof, such
invalidity shall not affect other provisions which can be given effect without the invalid provision.
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14.8 Written Agreement Entire Agree cul,
This written instrument and the Exhibits, Addendums and Attachments attached hereto,
- which are incorporated by reference and made a part of this Contract for all purposes, constitute
the entire agreement by the Parties concerning the work and services to be performed under this
Contract. Any prior or contemporaneous oral or written agreement which purports to vary the
terms of this Contract shall be void. Any amendments to the terms of this Contract must be in
writing and be executed by the Parties.
14.9 Paragraph Headin= for Reference n o Legal Si ificance•Djumber.
The paragraph headings contained herein are for convenience in reference to this Contract
and are not intended to define or to limit the scope of any provision of this Contract. When context
requires,singular nouns and pronouns include the plural and the masculine gender shall be deemed
to include the feminine or neuter and the neuter gender to include the masculine and feminine. The
words "include" and "including" whenever used herein shall be deemed to be followed by the
words "without limitation".
14.10 Coml2lig1jee&ith AUglicable Laws and Regulations.
Developer agrees to comply fully with applicable laws and regulations that are currently
in effect or that are hereafter amended during the performance of this Contract. These laws
include, but are not limited to:
➢ HOME Investment Partnerships Act, defined above as"Act"
➢ Title VI of the Civil Rights Act of 1964 (42 U.S.C. Sections 2000d et seq.) including
provisions requiring recipients of federal assistance to ensure meaningful access by
person of limited English proficiency
➢ The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C.
Sections 3601 etseq.)
➢ Executive Orders 11063, 11246 as amended by 11375 and 12086 and as
supplemented by Department of Labor regulations 41 CFR, Part 60
➢ The Age Discrimination in Employment of 1967
➢ The Age Discrimination Act of 1975 (42 U.S.C. Sections 6101 etseq.)
➢ The Uniform Relocation Assistance and Real Property Acquisition Policies Act of
1970 (42 U.S.C. Sections 4601 et seq. and 49 CFR Part 24)("URA")
➢ Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. Sections 794 et seq.) and
24 CFR Part 8 where applicable
➢ National Environmental Policy Act of 1969,as amended, 42 U.S.C. sections 4321 et
seq. ("NEPA") and the related authorities listed in 24 CFR Part 58.
➢ The Clean Air Act,as amended,(42 U.S.C. Sections 1251 etseq.)and the Clean Water
Act of 1977, as amended (33 U.S.C. Sections 1251 et seq.), related Executive Order
11738 and Environmental Protection Agency Regulations at 40 CFR Part 15. In no
event shall any amount of the assistance provided under this Contract be utilized with
respect to a facility that has given rise to a conviction under the Clean Air Act or the
Clean Water Act.
➢ Immigration Reform and Control Act of 1986 (8 U.S.C. Sections 1101 et seq.)
specifically including the provisions requiring employer verifications of legal status
of its employees
➢ The Americans with Disabilities Act of 1990 (42 U.S.C. Sections 12101 etseq.), the
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Architectural Barriers Act of 1968 as amended(42 U.S.C. sections 4151 etseq.) and
the Uniform Federal Accessibility Standards, 24 CFR Part 40, Appendix A
- ➢ Regulations at 24 CFR Part 87 related to lobbying, including the requirement that
certifications and disclosures be obtained from all covered persons
➢ Drug Free Workplace Act of 1988 (41 U.S.C. Sections 701 et seq.) and 24 CFR Part
23, Subpart F
➢ Executive Order 12549 and 24 CFR Part 5.105(c)pertaining to restrictions on
participation by ineligible, debarred or suspended persons or entities
➢ Regulations at 24 CFR Part 882.708(c)pertaining to site and neighborhood standards
for new construction projects
➢ Regulations at 24 CFR Part 983.6 for Site and Neighborhood Standards Review
➢ Section 6002 of the Solid Waste Disposal Act, as amended by the Resource
Conservation and Recovery Act
➢ Guidelines of the Environmental Protection Agency at 40 CFR Part 247
➢ For contracts and subgrants for construction or repair, Copeland "Anti-Kickback"
Act (18 U.S.C. 874) as supplemented in 29 CFR Part 5
➢ For construction contracts in excess of$2,000, and in excess of $2,500 for other
contracts which involve the employment of mechanics or laborers, Sections 103 and
107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327A 300) as
supplemented by 29 CFR Part 5
➢ Lead-Based Paint Poisoning Prevention Act(42 U.S.C. 4801 et seq.), as amended by
the Residential Lead-Based Paint Hazard Reduction Act of 1992 (42 U.S.C. 4851 et
seq.) and implementing regulations at 24 CFR Part 35, subparts A, B,M,and R
➢ Regulations at 24 CFR Part 92, Home Investment Partnerships Program Final Rule
➢ Uniform Administrative Requirements, Cost Principles, and Audit Requirements for
Federal Awards, 2 CFR Part 200 et seq.
➢ Federal Funding Accountability and Transparency Act of 2006, (Pub.L. 109-282,as
amended by Section 6205(a) ofPub.L. 110-252 and Section 3 ofPub.L. 113-101)
➢ Federal Whistleblower Regulations, 10 U.S.C. 2409, 41 U.S.C. 4712, 10 U.S.C.
2324, 41 U.S.C. 4304 and 41 U.S.C. 4310.
➢ Broadband Infrastructure Requirements, 24 CFR Part 5.100 and Section 706 of
the Telecommunications Act of 1996, 47 U.S.C. 1302
➢ Violence Against Women Act of 1994, 42 U.S.C. 13981.
14.11 HUD-Assisted Projects and Employment and other Economic Op�ortunitiest
Section 3 Requirements.
14.11.1 Requirement that Law Be Quoted in Covered Contracts. — Certain
Re uirements Pertaining to Section 3 of the Housing and Urban Development
Act of 1968 as Amended (12 U.S.C. Sections 1701 et seg.) and its Related
Regulations at 24 CFR Part 135
If the construction of the Required Improvements will cause the creation of new
employment,training, or contracting opportunities on a contractor or subcontractor level resulting
from the expenditure of the HOME Funds, Developer shall comply with the following and will
ensure that its contractors also comply. If the work performed under this Contract is on a project
assisted under a program providing direct Federal financial assistance from HUD, Section 3 of24
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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 the Housing and Urban Development Act of 1968, as amended,
12 U.S.C. 1701u (Section 3). The purpose of Section 3 is to ensure that
employment and other economic opportunities generated by HUD assistance or
HUD-assistedprojects covered by Section 3, shall, to the greatest extentfeasible,
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 the contractor has a collective bargaining
agreement or other understanding, ifany, a notice advising the labor organization
or workers'representative 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 jab titles subject to hire, availability of apprenticeship 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 workshall begin.
D. The contractor agrees to include this Section 3 clause in every
subcontract subject to compliance with regulations in 24 CFR Part 135, and
agrees to take appropriate action, as provided in an applicable provision of the
subcontract or in this Section 3 clause, upon a finding that the subcontractor is
in violation of the regulations in 24 CFR Part 135. The contractor will not
subcontract with any subcontractor where the contractor has notice or
knowledge that the subcontractor has been found in violation of the regulations
in 24 CFR part 135.
E The contractor will certify that any vacant employment positions,
including training positions, that are filled: (1) after the contractor is selected
but before the contract is executed, and(2)with persons other than those to whom
the regulations of 24 CFR Part 135 require employment opportunities to be
directed, were not filled to circumvent the contractor's obligations under 24 CFR
Part 135.
F. Noncompliance with HUD's regulations in 24 CFR Part 135 may result
in sanctions, termination of this contract for default, and debarment or
suspension from future HUD assisted contracts.
G. With respect to 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. 450e) also applies to the work to be
HOME DEVELOPER RENTAL CONTRACT Rev. 07.29.2020
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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
7(b) agree to comply with Section 3 to the maximum extent feasible, but not in
derogation of compliance with Section 7(h). "
Section to be quoted in covered contracts ends.
14.11.2 Developer Responsibilities for Section 3 Relluirements.
City and Developer understand and agree that compliance with the provisions of
Section 3,the regulations set forth in 24 CFR Part 135, and all applicable rules and
orders of HUD shall be a condition of the federal financial assistance provided to
the project binding upon City and Developer, and their respective successors,
assigns, contractors and subcontractors. Failure to fulfill these requirements shall
subject Developer and its contractors and subcontractors and their respective
successors and assigns to those sanctions specified by the grant agreementthrough
which federal assistance is provided and to such sanctions as are specified by 24
CFR Part 135. Developer's responsibilities include:
14.112-1 Cooperating with and supporting City Section 3
promotional efforts, including Job Fairs, neighborhood
outreach communications activities, referral of contractor
and subcontractor employees to job training opportunities
as advised by City, providing the attached Section 3
Business Certification to all subcontractors that may be
eligible for Section 3 Business designation, referral of
applicable subcontractors to HUD Section 3 registration,
and related City promotional efforts to enhance Section 3
employment.
14,1122 Implementing procedures,and cooperating with City in its
efforts,to notify Section 3 residents and business concerns
about training, employment,and contracting opportunities
generated by Section 3 covered assistance;
141123 Notifying potential contractors working on Section 3
covered projects of their responsibilities;
14.1124 Facilitating the training and employment of Section 3
residents and the award of contracts to Section 3 business
concerns, and cooperating with City in activities to
promote such training and award of contracts;
14.1125 Assisting and actively cooperating with the Neighborhood
Services Department in ensuring compliance by
contractors and subcontractors;
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14.11.2.6 Refraining from entering into contracts with contractors
that are in violation of Section 3 regulations;
14,1127 Documenting actions taken to comply with Section 3; and
14.1128 Submitting annually a Section 3 Summary Report (Form
HUD- 60002) attached as Exhibit "I" - Section 3
Reporting Forms in accordance with 24 CFR Part
135.90.
14J13 Section 3 Reporting Requirements.
In order to comply with the Section 3 requirements, Developer must submit the
forms attached hereto as Exhibit "I" - Section 3 Reporting Forms and take the
following actions:
14.11.3.1 Report to the City on a quarterly basis, all employment
opportunities created by the project, and all applicants for
employment by contractor and each subcontractor on a
quarterly basis.This shall include name,address,zip code,
date of application, and status (hired/not hired) as of the
date of the report.
14.11.3.2 Advertise available positions to the public for open
competition, and provide documentation to City with the
quarterly report that demonstrates such open
advertisement, in the form of printout of Texas Workforce
Commission posting, copy of newspaper advertisement,
copy of flyers and listing of locations where flyers were
distributed,and the like.
14,11.3.3 Report to City all contracts awarded by contractor and
subcontractor on a quarterly basis. This shall include
name of contractor and/or subcontractor, address, zip
code, and amount of award as of the date of the report.
14.11.3.4 Cooperating with City in all Section 3 reporting activities,
including use of designated sofl:ware, communication to
the City of identity and contact information for all Project
subcontractors, communication with subcontractors to
ensure reporting compliance, and related activities to
ensure compliance with HUD Section 3 reporting
requirements.
14.11.3.5 Report to the City on a quarterly basis all subcontractors
for the project that have identified as Section 3 businesses
by using the attached Section 3 Business Certification
form.
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14.12 Prohibition Against Discrimination.
14.12.1 General StalglUgIlt,
Developer, in the execution, performance or attempted performance of this
Contract, shall comply with all non-discrimination requirements of 24 CFR 92.350
and the ordinances codified at Chapter 17, Article III, Division 4—Fair Housing of
the City Code. Developer may not discriminate against any person because of race,
color, sex, gender, religion, national origin, familial status, disability or perceived
disability, sexual orientation, gender identity, gender expression, or transgender,
nor will Developer permit its officers, members, agents, employees, contractors,
vendors or project participants to engage in such discrimination.
This Contract is made and entered into with reference specifically to the ordinances
codified at Chapter 17, Article III, Division 3 - Employment Practices of the City
Code, and Developer hereby covenants and agrees that Developer, its officers,
members, agents, employees and contractors, have fully complied with all
provisions of same and that no employee, or applicant for employment has been
discriminated against under the terms of such ordinances by either or its officers,
members, agents, employees, contractors or vendors.
14.12.2 No Discriminationt during thg Performance of
this Contract.
During the performance of this Contract Developer agrees to the following
provision, and will require that its contractors, subcontractors and vendors also
comply with such provision by including it in all contracts with its contractors and
vendors:
[Contractor's Subcontractor's or Vendor's Name] will not unlawfully
discriminate against any employee or applicants for employment because of race,
color, sex, gender, religion, national origin, familial status, disability or perceived
disability, sexual orientation, gender identity, gender expression or transgender.
LContractor's, Subcontractor's or Vendor's Name] will take affirmative action to
ensure that applicants are hired without regard to race, color, sex, gender, religion,
national origin, familial status, disability or perceived disability, sexual orientation,
gender identity, gender expression or transgender and that employees are treated
fairly during employment without regard to their race, color, sex, gender, religion,
national origin, familial status, disability or perceived disability, sexual orientation,
gender identity, gender expression or transgender. Such action shall include, but
not be limited to, the following: employment, upgrading, demotion or transfer,
recruitment or recruitment advertising, layoff or termination, rates of pay or other
forms of compensation, and selection for training, including apprenticeship.
(Contractor's, Subcontractor's or Vendor's Name] agrees to post in conspicuous
places, available to employees and applicants for employment,notices setting forth
the provisions of this nondiscrimination clause.
Contractor's Subcontractor's or Vendor's Namel will, in all solicitations or
advertisements for employees placed by or on behalf of LContractor's,
Subcontractor's or Vendor's Name], state that all qualified applicants will receive
HOME DEVELOPER RENTAL CONTRACT Rev. 07.29.2020
New Leaf Community Services—Quail Trail Page 37
consideration for employment without regard to race, color, sex, gender, religion,
national origin, familial status, disability or perceived disability, sexual orientation,
gender identity, gender expression or transgender.
Contractor's Subcontractor's or Vendor's Namel covenants that neither it nor
any of its officers, members, agents, employees, or contractors, while engaged in
performing this Contract, shall, in connection with the employment, advancement
or discharge of employees or in connection with the terms, conditions or privileges
of their employment, discriminate against persons because of their age or because
of any disability or perceived disability, except on the basis of a bona fide
occupational qualification, retirement plan or statutory requirement.
(Contractor's Subcontractor's or Vendor's Namel further covenants that neither
it nor its officers, members, agents, employees, contractors, or persons acting on
their behalf, shall specify, in solicitations or advertisements for employees towork
on this Contract, a maximum age limit for such employment unless the specified
maximum age limit is based upon a bona fide occupational qualification,retirement
plan or statutory requirement.
14.12.3 evelol2gr's Coutractors and ADA.
In accordance with the provisions of the Americans With Disabilities Act of 1990
("ADA"), Developer warrants that it will not unlawfully discriminate on the basis
of disability in the provision of services to the general public,nor in the availability,
terms and/or conditions of employment for applicants for employment with, or
employees of Developer. DEVELOPER WARRANTS IT WILL FULLY
COMPLY WITH ADA'S PROVISIONS AND ANY OTHER APPLICABLE
FEDERAL, STATE AND LOCAL LAWS CONCERNING DISABILITY
AND WILL DEFEND, INDEMNIFY AND HOLD CITY HARMLESS
AGAINST ANY CLAIMS OR ALLEGATIONS ASSERTED BY THIRD
PARTIES, CONTRACTORS, SUBCONTRACTORS OR VENDORS
AGAINST CITY ARISING OUT OF DEVELOPER'S AND/OR ITS
CONTRACTORS', SUBCONTRACTORS', VENDORS', AGENTS' OR
EMPLOYEES' ALLEGED FAILURE TO COMPLY WITH THE ABOVE-
REFERENCED LAWS CONCERNING DISABILITY DISCRIMINATION
IN THE PERFORMANCE OF THIS CONTRACT.
14.13 Confiert of Interest and Violations of Criminal Law..
14.13.1 Developer Safegypards.
Developer shall establish safeguards to prohibit its employees, board members,
advisors and agents from using positions for a purpose that is or gives the
appearance of being motivated by a desire for private gain for themselves or others,
particularly those with whom they have family, business or other ties. Developer
shall disclose to City any conflict of interest or potential conflict of interest
described above, immediately upon discovery of such.
14.13.2 Ge cral Prohibition A ainst Conflicts of Interest.
No persons who are employees, agents, consultants, officers or elected officials or
HOME DEVELOPER RENTAL CONTRACT Rev. 07.29.2020
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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 orbusiness
ties, during their tenure or for 1 year thereafter, unless they are accepted in
accordance with the procedures set forth at 24 C.F.R. Part 92.356.
14.13.2.1 Developer shall establish conflict of interest policies for
Federal Awards and shall provide such policies in
writing to City in accordance with the requirements of 2
CFR Part 200.112.
14.13.3 Disclosure of Conflicts of Interest.
In compliance with 2 CFR Part 200.112, Developer is required to timely disclose
to City in writing any potential conflict of interest, as described in this Section.
14.13.4 Disclosure of Texas Penal Code Violations.
Developer affirms that it will adhere to the provisions of the Texas Penal Code
which prohibits bribery and gifts to public servants.
14.13.5 Disclosure of Federal Criminal.Law Violations.
In compliance with 2 CFR Part 200.113, Developer is required to timely disclose
to City all violations of federal criminal law involving fraud, bribery or gratuity
violations potentially affecting this Contract.
14.14 Labor Standards.
14.14.1 As applicable, Developer agrees to comply with the requirements of
the Secretary of Labor in accordance with the Davis-Bacon Act (40 U.S.C. 276a-
7) as amended, the provisions of Contract Work Hours and Safety Standards Act
(40 U.S.C. 327 et seq.) and all other applicable Federal, state and local laws and
regulations pertaining to labor standards insofar as those acts apply to the
performance of this Contract. Developer agrees to comply with the Copeland Anti-
Kick Back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the
United States Department of Labor at 29 CFR Part 5. Developer shall maintain
documentation that demonstrates compliance with hour and wage requirements of
this Contract and HOME Regulations. Such documentation shall be made available
promptly to City for review upon request.
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
HOME DEVELOPER RENTAL CONTRACT Rev. 07.29.2020
New Leaf Community Services—Quail Trail Pa.Re 39
under 29 CFR Parts 1, 3, 5 and 7 governing the payment of wages and ratio of
apprentices and trainees to j ourney workers;provided that,if wage rates higher than
those required under these regulations are imposed by state or local law, nothing
hereunder is intended to relieve Developer of its obligation, if any, to require
payment of the higher wage. Developer shall cause or require to be inserted in full,
in all such contracts subject to such regulations, provisions meeting the
requirements of this paragraph.
14.14.2 If Davis-Bacon is applicable,Developer shall provide City access to
employee payrolls, contractor and subcontractor payrolls and other wage
information for persons performing construction of the Required Improvements.
Payrolls must be submitted to the Neighborhood Services Department with each
Reimbursement Request, and must be available to Neighborhood Services
Department staff upon request. In addition, Developer shall ensure that City will
have access to employees, contractors and subcontractors and their respective
employees in order to conduct onsite interviews with laborers and mechanics.
Developer shall inform its contractors and subcontractors that City staff or federal
agencies may conduct periodic employee wage interview visits during construction
of the project to ensure compliance.
14.15 SubcontractinL-with Small and Minority Firms. Women's Business
Enterprises and Labor Surplus Areas.
14.15.1 For procurement contracts $50,000.00 or larger, Developer agrees
to abide by City's policy to involve Minority Business Enterprises and Small
Business Enterprises and to provide them equal opportunity to compete for
contracts for construction, provision of professional services, purchase of
equipment and supplies and provision of other services required by City. Developer
agrees to incorporate the City's BDE Ordinance, if applicable, and all amendments
or successor policies or ordinances thereto, into all contracts and subcontracts for
procurement $50,000.00 or larger, and will further require all persons or entities
with which it so contracts to comply with said ordinance.
14.15.2 It is national policy to award a fair share of contracts to
disadvantaged business enterprises("DBEs"),small business enterprises("SBEs"),
minority business enterprises ("MBEs"), and women's business enterprises
("WBEs"). Accordingly, affirmative steps must be taken to assure that DBEs,
SBEs, MBEs, and WBEs are utilized when possible as sources of supplies,
equipment, construction and services.
14.15.3 In order to comply with the reporting requirements of 24 CFR Part
92.508 (a)(7)(ii), Developer must submit the form attached hereto as Exhibit "K"
-- Contract and Subcontract Activity Reporting Form for each contract or
subcontract with a value of$10,000 or more paid, or to be paid, with HOME funds.
This form shall be submitted with the final Reimbursement Request,
14.15.4 In the event there is a conflict between the definitions, applicability,
or enforcement of 49 CFR Part 26 and the City's BDE Ordinance, 49 CFR Part 26
HOME DEVELOPER RENTAL CONTRACT Rev. 07.29.2020
New Leaf Community Services—Quail Trail Page 40
shall control.
14.16 Other Laws.
The failure to list any federal, state or City ordinance, law or regulation that is applicable
to Developer does not excuse or relieve Developer from the requirements or responsibilities in
regard to following the laver, not from the consequences or penalties for Developer's failure to
follow the law, if applicable.
14.17 Assignment.
Developer shall not assign all or any part of its rights, privileges, or duties under this
Contract without the prior written approval of City. Any attempted assignment of same without
approval shall be void, and shall constitute a breach of this Contract. Any approved assignment
of this Contract shall include assumption of the Loan and the FWHFC Loan.
14.18 Right to Inspect Developer Contracts.
It is agreed that City has the right to inspect and approve in writing any proposed contracts
between Developer and (i) its general contractor and subcontractors, including any lower tier
subcontractors engaged in any activity that is funded as part of the construction of the Required
Improvements, (ii) any vendor contracts arising out of the operation of the project, and (iii) any
third party contracts to be paid with HOME Funds,prior to any charges being incurred.
14.19 Force Majeure
If Developer becomes unable, either in whole or part, to fulfill its obligations under this
Contract due to acts of God, state-wide, national, or worldwide pandemics, strikes, lockouts, or
other industrial disturbances, acts of public enemies, wars, blockades, insurrections, riots,
epidemics, earthquakes, fires, floods, restraints or prohibitions by any court, board, department,
commission or agency of the United States or of any States, civil disturbances, or explosions, or
some other reason beyond Developer's control (collectively, "Force Majeure Event"), the
obligations so affected by such Force Majeure Event will be suspended only during the
continuance of such event and the Completion Date for such obligations shall be extended for a
like period. Developer will give City written notice of the existence, extent and nature of the Force
Majeure Event as soon as reasonably possible after the occurrence of the event. Failure to give
notice will result in the continuance of the Developer's obligation regardless of the extent of any
existing Force Majeure Event. Developer will use commercially reasonable efforts to remedy its
inability to perform as soon as possible.
14.20 Survival.
Any provision of this Contract that pertains to Affordability Requirements, auditing,
monitoring, tenant income eligibility, record keeping and reports, City ordinances, the provisions
of Section 6.6 pertaining to SAM, or any HOME requirements, and any default and enforcement
provisions necessary to enforce such provisions, shall survive the termination of this Contract for
the longer of (i) 5 years after the termination date of this Contract, or (ii) 5 years after the
termination of the Affordability Period unless a different survival period is specifically set forth
herein, and shall be enforceable by City against Developer.
15. INDEMNIFICATION AND RELEASE..
DEVELOPER COVENANTS AND AGREES TO INDEMNIFY, HOLD
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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
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
ROME DEVELOPER RENTAL CONTRACT Rev. 07.29,2020
New Leaf Community Services—Quail Trail Page 42
FORM AS ABOVE.
16. WAIVER OF IMMUNITY 13Y DEVELOPER.
If Developer is a charitable or nonprofit organization and has or claims an immunity or
exemption (statutory or otherwise) from and against liability for damages or injury, including
death, to persons or property, Developer hereby expressly waives its rights to plead defensively
such immunity or exemption as against City. This section shall not be construed to affect a
governmental entity's immunities under constitutional, statutory or common law.
17. INSURANCE AND BONDING.
Developer will maintain coverage in the form of commercial crime insurance or bond in
the amount of$1,700,000.00, which is the total amount of the Loan and the FWHFC Loan, to
insure against loss from the fraud, theft or dishonesty of any of Developer's officers, agents,
trustees, directors or employees. The proceeds of such insurance or bond shall be used to
reimburse City for any and all loss of HOME Funds occasioned by such misconduct. To effectuate
such reimbursement, such fidelity coverage shall include a rider stating that reimbursement for
any loss or losses shall name the City as a Loss Payee.
Developer shall furnish to City, in a timely manner, but not later than 60 days after the
Effective Date, certificates of insurance as proof that it has secured and paid for policies of
commercial insurance as specified herein. If City has not received such certificates as set forth
herein, Developer shall be in default of the Contract and City may at its option, terminate the
Contract.
Such insurance shall cover all insurable risks incident to or in connection with the
execution, performance, attempted performance or nonperformance of this Contract. Developer
shall maintain, or require its general contractor to maintain, the following coverages and limits
thereof:
Commercial General Liability(CGL) Insurance
$1,000,000 each occurrence
$2,000,000 aggregate limit
Business Automobile Liability Insurance
$1,000,000 each accident on a combined single-limit basis, or
$ 250,000 Property Damage
$ 500,000 Bodily Injury per person per occurrence
$2,000,000 Aggregate
Insurance policy shall be endorsed to cover"Any Auto" defined as autos owned,hired
and non-owned.Pending availability of the above coverage and at the discretion of City, the
policy shall be the primary responding insurance policy versus a personal auto insurance policy
if or when in the course of Developer's business as contracted herein.
Workers' Compensation Insurance
Part A: Statutory Limits
Part B: Employer's Liability
HOME DEVELOPER RENTAL CONTRACT Rev.07.29.2020
New Leaf Community Services—Quail Trail Page 43
$100,000 each accident
$100,000 disease-each employee
$500,000 disease-policy limit
Note: Such insurance shall cover employees performing work on any and all projects
including but not limited to construction, demolition, and rehabilitation. Developer or its
contractors shall maintain coverages, if applicable. In the event the respective contractors do not
maintain coverage, Developer shall maintain the coverage on such contractor, if applicable, for
each applicable contract.
Additional Requirements
Such insurance amounts shall be revised upward at City's reasonable option and no more
frequently than once every 12 months, and Developer shall revise such amounts within 30 days
following notice to Developer of such requirements.
Developer will submit to City documentation that it, and its general contractor and/or
prime subcontractor, as applicable,have obtained insurance coverage and have executed bonds
as required in this Contract prior to payment of any monies provided hereunder, it being
understood and agreed that a payment and performance bond naming the prime subcontractor as
principal and the Developer and City as additional obliges shall satisfy the obligation hereof
regarding bonding of the Project.
Where applicable and appropriate, insurance policies required herein shall be endorsed to
include City as an additional insured as its interest may appear. Additional insured parties shall
include employees, officers, agents, and volunteers of City.
The Workers' Compensation Insurance policy shall be endorsed to include a waiver of
subrogation, also referred to as a waiver of rights of recovery, in favor of City.
Any failure on part of City to request certificate(s) of insurance shall not be construed as
a waiver of such requirement or as a waiver of the insurance requirements themselves.
Insurers of Developer's insurance policies shall be licensed to do business in the state of
Texas by the Department of Insurance or be otherwise eligible and authorized to do business in
the state of Texas. Insurers shall be acceptable to City insofar as their financial strength and
solvency and each such company shall have a current minimum A.M. Best Key Rating Guide
rating of A: VII or other equivalent insurance industry standard rating otherwise approved by
City.
Deductible limits on the foregoing insurance policies shall be at commercially reasonable
levels, and in no event exceed $100,000 per occurrence.
In the event there are any local, federal or other regulatory insurance or bonding
requirements for the project, and such 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
HOME DEVELOPER RENTAL CONTRACT Rev. 07.29.2020
New Leaf Community Services—Quail`frail Page 44
provide Developer with certificate(s) of insurance documenting such coverage. Also, Developer
shall require its contractors to have City and Developer endorsed as additional insureds(as their
interest may appear) on their respective insurance policies where applicable and appropriate.
Professional Liability coverage shall be in force and may be provided on a claim's made
basis. This coverage may also be referred to as Management Liability, and shall protect the
insured against claims arising out of alleged errors in judgment,breaches of duty and wrongful acts
arising out of their management duties.
Developer shall require its builder to maintain builders risk insurance at the value of the
construction.
18. CERTIFICATION REGARDING LOBBYING.
The undersigned Developer hereby certifies,to the best of its knowledge and belief, that:
No Federal appropriated funds have been paid or will be paid, by or on beha f
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 ofnot less than $10,000.00 and not more than
$100,000.00 for each such failure.
Developer shall require that the language of this certification be included in all subcontracts
or agreements involving the expenditure of federal funds.
19. RELIGIOUS ORGANIZATION.
Developer shall comfy with all applicable requirements as more particularly described in
24 CFR Part 5.109. No portion of the HOME Funds shall be used in support of any sectarian or
religious activity. In addition, there must be no religious or membership criteria for tenants of a
HOME-funded unit.
HOME DEVELOPER RENTAL CONTRACT Rev. 07.29.2020
New Leaf Community Services—Quail Trail Page 45
19.1 Separation of Explicitly Religious Activities.
Developer retains its independence and may continue to carry out its mission, including
the definition, development practice, and expression of its religious beliefs, provided that it does
not use HOME Funds to support or engage in any explicitly religious activities(including activities
that involve overt religious content such as worship, religious instruction, or proselytization), or
in any other manner prohibited by law.
19.2 Explicitly Religious Activities.
If Developer engages in explicitly religious activities (including activities that involve
overt religious content such as worship, religious instruction, or proselytization), the explicitly
religious activities must be offered separately, in time or location, from the programs or activities
supported by HOME Funds and participation must be voluntary for tenants of HOME-funded
units.
20. LITIGATION AND CLAIMS.
Developer shall give City immediate notice in writing of any action, including any
proceeding before an administrative agency, fled against Developer in conjunction with this
Contract or the project. Developer shall furnish immediately to City copies of all pertinent papers
received by Developer with respect to such action or claim. Developer shall provide a notice to
City within 10 days upon filing under any bankruptcy or financial insolvency provision of law.
21. NOTICE.
All notices required or permitted by this Contract must be in writing and shall be effective
upon receipt when(i)sent by U.S.Mail,with proper postage,certified mail return receipt requested
or by a nationally recognized overnight delivery service; and (iii) addressed to the other Party at
the address set out below or at such other address as the receiving Party designates by proper notice
to the sending Party.
City;
City Attorney's Office 200 Texas Street
Fort Worth, TX 76102
Attention: Vicki S. Ganske or Jo Ann Pate
Telephone: 817-3 92-625 9
Copies to:
Neighborhood Services Department
200 Texas Street
Fort Worth, TX 76102
Attention: Assistant Director
Telephone: 817-3 92-7540
Neighborhood Services Department
200 Texas Street
Fort Worth, TX 76102
Attention: Neighborhood Development Coordinator
Telephone: 817-3 92-7 54 0
HOME DEVELOPER RENTAL CONTRACT Rev. 07.29.2020
New Leaf Community Services—Quail Trail Page 46
Developer:
New Leaf Community Services
P.O. Box 100103
Fort Worth, TX 76185
Attention: Flora Brewer
(817) 832-8183
22. DEVELOPER HAS LEGAL AUTHORITY TO ENTER INTO CONTRACT.
Developer represents that it possesses the legal authority, pursuant to any proper,
appropriate and official motion,resolution or action passed or taken,to enter into this Contract and
to perform the responsibilities herein required.
23. IMMIGRATION NATIONALITY ACT.
Developer shall verify the identity and employment eligibility of its employees who
perform work under this Contract, including completing the Employment Eligibility Verification
Form (I-9). Upon request by City, Developer shall provide City with copies of all I-9 forms and
supporting eligibility documentation for each employee who performs work under this Contract.
Developer shall adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Developer employee who is not legally
eligible to perform such services. DEVELOPER SHALL INDEMNIFY CITY AND HOLD
CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO
VIOLATIONS OF THIS PARAGRAPH BY DEVELOPER, DEVELOPER'S
EMPLOYEES,SUBCONTRACTORS,AGENTS,OR LICENSEES. . City shall have the right
to immediately terminate this Contract for violations of this provision by Developer.
24. BOYCOTTING ISRAEL PROHIBITED.
If Developer is a company with 10 or more full-time employees and if this Contract is for
$100,000.00 or more, Developer acknowledges that in accordance with Chapter 2270 ofthe Texas
Government Code, City is prohibited from entering into a contract with a company for good or
services unless the contract contains a written verification from the company that it: (1) does not
boycott Israel; and (2) wilI not boycott Israel during the term of the contract. The Terms "boycott
Israel" and "company" shall have the meanings ascribed to those terms in Section
808,001 of the Texas Government Code. If applicable under this Contract and Developer is
considered a "company," by signing this Contract, Developer certifies that Developer's signature
provides written verification to City that Developer: (1) does not boycott Israel; and (2) will not
boycott Israel during the term of this Contract.
HOME DEVELOPER RENTAL.CONTRACT Rev.07.29.2020
New Leaf Community Services—Quail Trail Page 47
25. COUNTERPARTS.
This Contract may be executed in multiple counterparts, each of which shall be considered
an original, but all of which shall constitute one instrument which may be sufficiently evidenced
by one counterpart.
[SIGNATURES APPEAR ON NEXT PAGE]
HOME DEVELOPER RENTAL CONTRACT Rev.07.29.2020
New Leaf Community Services—Quail Trail Page 48
IN WITNESS WHEREOF, the Parties have executed 4 duplicate originals of this Contract to
e effective as of the Effective Date.
OR
��.° N'
EST: _ CITY OF FORT WORTH
A By: Lrr.�ra..�
ecreta Fernando Costa, Assistant City Manager
7V1 20-0062 Dated February 4,2020
� m 1295: 2019-572402 Date:
APPROVED AS TO F9101 AND LEGALITY:
Vicki S. Ganske, Senior Assistant City Attorney
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensurin �all;perfo:�r�med reporting requirements.
Name: Chad LaRoque
Title: Housing Development and Grants Manager
NEW LEAF COMMUNITY SERVICES,
a Texa onp f cor oration
By:
R. Steve Christian, Chair
Date: d G�
uwicm- RECORD
'TARY
HOME DEVELOPER RENTAL CONTRACT Signature Page
New Leaf Community Services
EXHIBITS:
Exhibit "A"—Project Summary
Exhibit "A-1" —HUD Rent Limits
Exhibit"A-2"—Environmental Mitigation Action
Exhibit"B" —Budget
Exhibit "B-l" —Approved Project Budget
Exhibit "C"—Construction and Reimbursement Schedule
Exhibit "D" —Audit Requirements—Not Applicable
Exhibit "E" —Loan Documents
Exhibit "F"—Reimbursement Forms
Exhibit "G"—Project Compliance Report: Rental Housing
Exhibit "H"—Federal Labor Standards Provisions--Davis-Bacon.Requirements
Exhibit "I" —Section 3 Reporting Forms
Exhibit"J"—Standards for Complete Documentation
Exhibit"K"—Contract and Subcontract Activity Reporting Form
Exhibit "L"—Deed Restriction
Exhibit "M"—VAWA Forms
Exhibit "N" —HOME Requirements
Exhibit "O"--Permanent Supportive Housing Requirements
Exhibit"P"-- Guaranty
HOME DEVELOPER RENTAL CONTRACT Rev.04.10,2020
New Leaf Community Services List of Exhibits Page
EXHIBIT "A"
PROJECT SUMMARY
NEW LEAF COMMUNITY SERVICES
Capitalized terms not defined herein shall have meanings assigned to them in the Contract.
DESCRIPTION:
Developer will use the HOME Funds for a portion of the construction costs to develop the Quail
Trail Apartments, a PSH project on an approximately 3.05 acre tract. The project consists of 12
single story quadraplexes for a total of 48 one-bedroom units. The complex will also include
amenities such as free laundry, community room, green space, and case management offices. The
project will serve chronically homeless individuals with disabilities who are at or below 30% of
AMI as set by HUD.
Developer will be entitled to make Reimbursement Requests until 30 days after the Completion
Deadline.
In consideration for the HOME Funds, Developer agrees to provide the following information and
meet the following requirements:
• Designate 4 Accessible Units in accordance with Section 504 requirements and the terms
of the Contract, 3 for mobility impairments and 1 for visual or hearing impairments
Accessible Units shall be marketed in accordance with Section 7.6.5 of the Contract.
• Designate 6 floating HOME Units in the project, 0 as High HOME Units and 6 as Low
HOME Units. HOME Rents will be charged in accordance with the rents set forth in
Exhibit"A-1"—HUD Rent Limits,published annually by HUD, and shall not exceed the
Low HOME Rent limit.
• Set aside 48 PSH Units in the project to be operated in accordance with Exhibit "O" —
Regnirements for Permanent Supportive Housing Units. The PSH units may also be
counted as HOME units.
• Submit Exhibit "G" - Project Compliance Report: Rental Housing regarding the
household income, size, race, ethnicity, gender of head of household, disability status, and
rental assistance type for the initial tenant of the first HOME Unit to be leased. CITY WILL
WITHHOLD $50,000.00 OF THE HOME FUNDS UNTIL CITY VERIFIES THAT AT
LEAST 1 HOME UNIT IS LEASED TO A HOME ELIGIBLE HOUSEHOLD.
• If the 6 HOME Units do not qualify as affordable rental housing immediately upon lease-
up or at any time during the Affordability Period, the City may invoke any remedies
provided in the Contract, the Deed Restriction, or the Loan Documents.
• Submit a copy of its annual audit and any other annual agency reports to the City throughout
the Affordability Period.
SPECIFIC PURPOSE:
The specific purpose of this project is to increase the availability of PSH Units for chronically
homeless persons with disabilities in Fort Worth. The project will also significantly contribute to
the City's revitalization efforts in NEZ Area One.
PROJECT OBJECTIVES:
The project will provide 48 PSH units for chronically homeless individuals with disabilities.
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 1
New Leaf Community Services—Quail Trail Apartments Rev. 07.29.2020
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EXHIBIT 66A-2"
ENVIRONMENTAL MITIGATION ACTION
NEW LEAF COMMUNITY SERVICES
HOME Funds may be reimbursed for exempt activities; however,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 until satisfactory completion of environmental review and receipt by
City of an authorization to use grant funds from HUD under 24 CFR Part 58.
Special conditions,procedures, and requirements identified for the project may include and are not limited
to mitigation of any adverse effects identified by the environmental review process. The special conditions,
procedures, and requirements may differ and are subject to approval by City and HUD.
Environmental Mitigations are as follows:
1. During project activities, if buried cultural materials are encountered during construction or disturbance
activities, work should cease in the immediate area; work can continue where no cultural materials are
present. Please contact the Texas Historical Commission's (THC)Archeology Division at 512-463-6096 to
consult on fin Cher actions that may be necessary to protect the cultural remains.
2. Contracts with solid waste and recycling providers must be in place prior to construction.
City will provide Developer the executed environmental review record and certifications. Developer agrees
to abide by the special conditions, procedures, and requirements of the executed environmental review
certification approved by HUD.
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 3
New Leaf Community Services—Quail Trail Apartments Rev. 07.29.2020
EXHIBIT "B"
BUDGET
NEW LEAF COMMUNITY SERVICES
SOURCES AND USES
Development Name: rQuail Trail Apartments
Priority
Source# Funding Description of Lien Construction Financing Pernianent Financing Financing Participants
Fort Worth Housing
Finance Corp.
1 Loan Ist $1,200,000 $1,200,000 (FWHFC)
Local Government Loan
2 (HOME) 2"d $500,000 $500,000 City of Fort Worth
3 Grant Funds $1,870,815 $3,003,000 Local Foundations
4 Cash Equity $44,500 Individual Donors
5 Other
TOTAL — —
SOURCES
OF
FUNDS $3,570,815
TOTAL
USES OF
FUNDS $4,744,500
HOME Funds Budzet
Land Acquisition and/or Pre-Development Soft Costs $0*
Construction Hard Costs $450,000*
Holdback** $ 50,000*
TOTAL $500,000*
*Developer will only be reimbursed for eligible expenses. The amounts are estimates and are subject to change.
** City will hold back$50,000.00 of the HOME Funds until City verifies that the first HOME Unit is leased to
a HOME Eligible Household as well as the other requirements in Exhibit"C" - Construction. and
Reimbursement Schedule.
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 4
New Leaf Community Services--Quail Trail Apartments Rev. 07.29.2020
EXHIBIT "B-1"
APPROVED PROJECT BUDGET
NEW LEAF COMMUNITY SERVICES
_ APPROVED PROJECT BUDGET"
Predevelopment Costs $ 22,500
Predevelopment Study/Feasibility Studies $ 22,500
Other _ 0
Total Predevelopment Costs ; 22.500
Developenent Costs $ 4,'722,000
Land and/or Building Acquisition(2019) $ 252,638
Environmental Assessment $ 4,000
Construction Costs
Shell+Finish $3,570,815
Babek Custom Homes Inc $2,918,514
Offsite Work—Various Subs $ 99,000
Contingency—Various Subs $ 144,426
Compliance Require $ 178,375
Architectural &Engineering Fees
Architect BOKA PoweII $ 45,499
Engineer Boydson Design $ 62,400
Consulting $ 4,300
Permit Fees Fort Worth $ 43,000
Utility(Hook-up&Impact Fees) Off Site Cost
Title&Recording Fees $ 53,500
Developer's Fees L2L Development Advisors,LLC $ 175,000
Other $ 217,600
FF&E-Office $ 44,100
FF&E-Residence $ 173,500
Soft Contingency $ 34,237
Reserves+Start Up $ 259,011
Total Development Costs $4,722,000
Total Uses of Fun Fun d 5 4,744,500
• "The amounts are estimates and are subject to change. The final project budget will be based on
actual costs.
PROJECT BUDGET SOURCES
Foundation Grant Funds $ 3,003,000
First Presbyterian Church $ 1,000,000
Paulos Foundation $ 800,000
Morris Foundation $ 500,000
Amon G. Carter Foundation $ 250,000
Ryan Foundation $ 200,000
Sid Richardson(2019 Grant) $ 125,000
Sid Richardson(2020 Grant) $ 125,000
North Texas Community Foundation $ 3,000
Fort Worth Housing Finance Corporation Funds (Loan) $ 1,200,000
City of Fort Worth—HOME Grant Funds (Loan) $ 500,000
Individual Donors $ 44,500
Total Sou rees ur Fuitds $ 4,744,500
HOME DEVELOPER RENTAL CONTRACT---EXHIBITS Page 5
New Leaf Community Services—Quail Trail Apartments Rev.07.29.2020
EXHIBIT "C"
CONSTRUCTION AND REIMBURSEMENT SCHEDULE
NEW LEAF COMMUNITY SERVICES
Activity HOME Funds
PHASE I Predevelopment Soft Costs $0
ACTIVITIES:
PHASE I
COMPLETE NIA $0
by: October 1,2020
PHASE II Construction Hard Costs $297,000.00*
ACTIVIITES:
Prior to Reimbursement in Phase III, Developer must
submit the contractor/subcontractor/vendor searches
PHASE II under the Federal System for Award Management
COMPLETED by: (www.sam.gov). $2975000.00*
June 12 2021
First Payment** (project must be approx. 66%
complete)***
PHASE III Construction Hard Costs $153,000.00*
ACTIVIITES:
Prior to Reimbursement in Phase III, Developer must
submit the contractor/subcontractor/vendor searches
PHASE III under the Federal System for Award Management
COMPLETED by: (www.sam.gov). $153,000.00*
October 1,2021
Second Payment" ( project must be 100%
complete)***
PHASE IV Initial Lease-up of HOME Units $50,000.00
ACTIVITIES:
PHASE IV Prior to Reimbursement in Phase IV, the following
COMPLETED by: items must be submitted:
January 1, 2022 1. Rent Schedule for HOME Units. See Section
7.5
2. Tenant Selection Policy. See Section 7.6
3. Affirmative Marketing Plan. See Section 7.7 $501000.00*
Prior to Reimbursement for Final Payment,Exhibit
"G" - Project Compliance Report: Rental Housing
must be submitted to City.
Final Payment" (Lease-Up of HOME Unit)***
TOTAL $500,000.00
*Developer will only be reimbursed for eligible expenses. The amounts are estimates and are subject to
change.
**Developer must submit Complete Documentation with Reimbursement Request to City within 60 days
from each of the abovementioned deadlines in order to be reimbursed. Failure to timely submit
Reimbursement Requests and Complete Documentation along with any required reports shall be an
event of default.
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 6
New Leaf Community,Services—Quail Trail Apartments Rev. 07.29.2020
***If milestone is reached before the Phase completion date, reimbursement will be made when the
milestone percentage is reached and the City is provided all required documentation.
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 7
New Leaf Community Services—Quail Trail Apartments Rev. 07.29.2020
EXHIBIT "D"
AUDIT REQUIREMENTS
NEW LEAF COMMUNITY SERVICES
NOT APPLICABLE
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 8
New Leaf Community Services--Quail Trail Apartments Rev. 07.29.2020
EXHIBIT "E"
LOAN DOCUMENTS
NEW LEAF COMMUNITY SERVICES
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 9
New Leaf Community Services—Quail Trail Apartments Rev. 07.29.2020
Promissory Note
HOME Funds
Date: July 30, 2020
Borrower: New Leaf Community ,Services, a Texas nonprofit corporation
Borrower's Mailing Address:
New Leaf Community Services
P.O. Box 100103
Fort Worth, TX 76185
Lender: City of Fort Worth, a Texas municipal corporation
Place for Payment:
City of Fort Worth
Neighborhood Serviees Department
Attn: Assistant Director
200 Texas Street
Fort Worth, Tarrant County, Texas 76102, or any other place that Lender may
designate in wilting.
Principal Amount, $500,000-00
Loan Authority:
The loan evidenced by this HOME Note (the "HOME Loan") is being made
pursuatil 141 the HONI L Investment partnerships Program authorized under Title R
of the Cranston-Gonzalez National Affordable Housing Act of 1990,as amended,
42 USC 12701 et seq. ("HOME Program") and the HOME Investment
Partnerships Program Final Rule, as amended, 24 CFR Part 92 et seq. (the
"HOME Regulations") with HOME funds for the development of the Quail
Trail Apartments, a Permanent Supportive Housing multifamily complex located
in Fort Worth, Texas (the "project").
Annual Interest Rate: 0%
Maturity Date: The termination of the Affordability Period defined in the HOME
Contract,City Secretary Contract No. 53776,between Borrower and
Lender for the HOME Loan("HOME Contract").
Annual Interest Rate on Matured, Unpaid Amounts: 12%
PROMISSORY NOTE—HOME FUNDS Page 1
New Leaf Community Services—Quail Trail Apartments rev. 07-29-20
Terms of Payment:
- The Principal Amount is a deferred forgivable loan. Payment of the Principal Amount
will only be required if Borrower does not comply with the terms of the HOME
Contract,the HOME Program or the HOME Regulations,or the terms of this HOME
Note and any instrument evidencing or securing the HOME Loan including certain
Deed Restrictions between Borrower and Lender(the"HOME Deed Restrictions"),
(collectively, the "HOME Loan Documents").
This HOME Note is the Note required in the HOME Contract and has been executed
and delivered in accordance with that contract. The funds advanced by Lender are
HOME funds and the HOME Contract require-s that i.he 6 residential rental units
described below and located on the Property must gtittiiN and remain affordable
rental housing in accordance with the DOME Program and the HOME Regulations
for the 20-year Affordability Period more particularly defined in the HOME
Contract. The obligations described in the HOME Contract pertaining to the HOME
Program and the HOME Regulations including the Affordability Period as well as the
HOME Loan evidenced by this HOME Note will be in default if'the 6 HOME-
assisted rental units more particularly describer)in the HOME Contract do not remain
affordable rental housing for the durati on of the A ffo viability Period. In the event of
such default, Lender may invoke any remedies provided in the HOME Contract or
the HOME Deed of Trust (hereinafter defined) for default.
On performance of the obligations described in the HOME Contract and the terms
and conditions of the HOME Loan Documents, the HOME Loan will be forgiven.
Security far Payment:
This HOME tote is scoured by a Deed of Trust Security Agreement - Financing
Statement dated July 30 2020 from Borrower to Jo Ann Pate, Trustee or Leann
Guzman,Trustee(the"HONIE Deed of Trust")which covers the personal property
described therein and the follo),ring real property:
Being all .of Lot C, Biockl, of FAIR OAKS ADDITION, an addition to the City of
Fort Worth, filed in Tarrant County Clerk's Instrument No. D220120858 in
Tarrant County, Texas, situated in the John Preston Lusk Survey,Abstract 947,
containing 3.047 acres or 132,740 square feet, more or less
Other Security for Payment:
As set forth in the HOME Contract and the HOME Deed Restrictions.
If the Principal Amount is not forgiven, Borrower promises to pay to the order of
Lender the Principal Amount plus interest. This HOME Note is payable at the Place for
Payment and according to the Terms of Payment.All unpaid amounts are due by the Maturity
PROMISSORY NOTE—HOME FUNDS Page 2
New Leaf Community Services—Quail Trail Apartments rev. 07-29-20
Date. After the Maturity Date, Borrower promises to pay any unpaid principal balance plus
- interest at the Annual Interest Rate on Matured, Unpaid Amounts.
If Borrower defaults in the payment of this HOME Note or in the performance of its
obligations under the HOME Contract or the HOME Deed Restrictions , or in the
performance of any obligation in any instrument securing or collateral to this HOME Note,
Lender may declare the unpaid Principal Amount,any earned interest,and any other amounts
owed on this HOME Note immediately due and payable. Borrower and each surety,
endorser, and guarantor waive all demand for payment,presentation for payment,notice of
intention to accelerate maturity, notice of acceleration of maturity, protest, and notice of
protest, to the extent permitted by law.
Notwithstanding anything to the confi,j 1-,, if a monetary event of default occurs under
the terms of any of the I TOME Loan Docume n[s.prior to exercising wiy i-emedies Lender shall
give Borrower written notice of such default. Borrower shall have a period of 10 days after
such notice is given within which to cure the delauit prior to exercise ofremeclies by Lender
under the HOME Loan Documents. NotwithstrLnJing anything to the uantrary, if a
non-monetary event of default occurs under the terms of any of the HOME Loan Documents,
prior to exercising any remedies,Lender shrill give written notice of such default. If the default
is reasonably capable of being cured within 30 d ays,Borrower shall have such period to effect a
cure prior to exercise of remedies by Lender under the HOME Lean Documents. If the default
is such that it is not reasonably capable of being cured v itEn 30 days, and if Borrower (i)
initiates corrective action withiii said period. said (ii)diligently,continually, and in good faith
works to effect a cure as soon as passible,then Borrower shall have such additional time as is
reasonably necessary to cure the default prior to exercise of any remedies by Lender. In no
event sh aJ I Lender be preclu ded from exercising rem edies if its security becomes or is about to
become materially j eopardized by any failure to lure a default or the default is not cured within
180 clays after the first notice of defk It is given. If the default is not cured after notice within
the time periods stated above, Borrower and each surety, endorser, and guarantor waive all
demand for payment, presentation for payment, notice of intention to accelerate maturity,
notice of acceleration of maturity, protest, and notice of protest, to the extent permitted by
law.
Borrower also promises to pay reasonable attorney's fees and court and other costs if
this HOME Note is placed in the hands of an attorney to collect or enforce this HOME Note.
These expenses will bear interest from the date of default at the Annual Interest Rate on
Matured,Unpaid Amounts.Borrower will pay Lender these expenses and interest on demand
at the Place for Payment.These expenses and interest will become part of the debt evidenced
by the HOME Note and will be secured by any security for payment.
Interest on the debt evidenced by this HOME Note will not exceed the maximum rate
or amount of non-usurious interest that may be contracted for, taken, reserved, charged, or
received under law. Any interest in excess of that maximum amount will be credited on the
Principal Amount or, if the Principal Amount has been paid,refunded. On any acceleration
PROMISSORY NOTE—HOME FUNDS Page 3
New Leaf Community Services—Quail Trail Apartments rev. 07-29-20
or required or permitted prepayment,any excess interest will be canceled automatically as of
- the acceleration or prepayment or,if the excess interest has already been paid,credited on the
Principal Amount or, if the Principal Amount has been paid, refunded. This provision
overrides any conflicting provisions in this HOME Note and all other instruments concerning
the debt.
Each Borrower, as applicable, is responsible for all obligations represented by this
HOME Note.
Borrower may prepay this HOME Note in any amount at any time before the Maturity
Date without penalty or premium; provided however, eidy payment will not relieve
Borrower of its obligations under the HOME Contract or the HOME Regulations including
but not Iimited to its obligation to provide the six HOME-assisted units throughout the
Affordability Period.
When the context requires, singular nouns and prornnuns include tlIe [�]ural.
The indebtedness evidenced by this HOME Nate is and shall be subordinate in right of
payment to the prior payment in full of the i idebtedness more particularly described in that one
certain Loan Agreement of even date between Harrower and the Fort Worth Housing Finance
Corporation to be hereafter evidenced by a Promissory Note of even date made by Borrower and
payable to the Fort Worth Housing Finance Corporation("FWHFC")in the original principal
amount of$1,200,000.00 (the "FWHFC Loan"). The HOME Deed of Trust securing this
HOME Note is and sEhaaI be subjcct and suborduiOe in all respects to the liens,terms,covenants
and conditions of the dociaments evidencing or seeuring the FWHFC Loan("FWHFC Loan
Doeumcntgs ')_
Subject to any suu-e periods }provided in the FWHFC Loan Documents, if there is a
defaulj i n payment of any part of princ E pal or interest of the FWHFC Loan,or a breach of any
covenantor contained in the I-WRFC Loin Documents, the debt evidenced by this HOME
Note will ininwdiately become payable at the option of Lender. If Borrower fails to perform
any of Borrower's obligations in the FWHFC Loan Documents, Lender may perform those
obligations and be reimbmed by Borrower, on demand, at the Place for Payment for any
amounts advanced,including attorney's fees,plus interest on those amounts from the date of
payment at the Annual Interest Rate on Matured, Unpaid Amounts. The amount to be
reimbursed will be secured by all instruments securing this HOME Note.
A default exists under this HOME Note if(1) (a) Borrower or (b) any other person
liable on any part of this HOME Note (an "Other Obligated Party") fails to timely pay or
perform any obligation or covenant in any written agreement between Lender and Borrower
or such Other Obligated Party; (2) any warranty, covenant, or representation in this HOME
Note or in any other written agreement between Lender and Borrower or any Other Obligated
Party is materially false when made; (3) a receiver is appointed for Borrower, any Other
Obligated Party,or any property on which a lien or security interest is created as security(the
PROMISSORY NOTE—HOME FUNDS Page 4
New Leaf Community Services—Quail Trail Apartments rev. 07-29-20
"Collateral Security") for any part of this HOME Note; (4) any Collateral Security is
- assigned for the benefit of creditors other than the holder(s)of the Senior Indebtedness;(5)a
bankruptcy or insolvency proceeding is commenced by Borrower or an Other Obligated
Party; (6) (a) a bankruptcy or 'insolvency proceeding is commenced against Borrower or an
Other Obligated Party and (b) the proceeding continues without dismissal for 90 days, the
party against whom the proceeding is commenced admits the material allegations of the
petition against it, or an order for relief is entered; (7) any of the following parties is
dissolved,begins to wind up its affairs, is authorized to dissolve or wind up its affairs by its
governing body or persons, or any event occurs or con&tion exists that permits the
dissolution or winding up of the affairs of any of the fa lowing parties: (i)Borrower, or (ii)
an Other Obligated Party;and(8)any Collateral Security is niate6ally impaired by loss,theft,
damage, levy and execution, issuance of an official writ or order of seizure, or destruction,
unless it is promptly replaced with insurance proceeds, collateral swurity of like kind and
quality or restored to its former condition,
The execution and delivery of this HOME Note and HOME Loan Documents are
required under the HOME Contract.
If any provision of this HOME Now conflicts with any provision of the HOME
Contract, the HOME Deed of Trust, the HOME-Deed Restrictions, or any other document
evidencing the same transaction between Lender and Borrower,tile-provisions of the HOME
Contract will govern-to the extent of the conflict. Capitalized terms not defined herein shall
have meanings assi ed to them in the HOME Contract
This HOME Note will be construed under the laws of the state of Texas without
regard to choice-;of-]aw mules of any jurisdiction.
This HOME Note i s a noriecourse obligation of Borrower. Neither Borrower nor any
nor any ether party shall have any personal liability for repayment of the HOME Loan
described iii [he HOME Contract. The sole recourse of Lender under the HOME Loan
Documents for repayment of the HOME Loan shall be the exercise of its rights against the
Security for Payment.
[SIGNATURE FOLLOWS]
PROMISSORY NOTE—HOME FUNDS Page 5
New Leaf Community Services—Quail Trail Apartments rev.07-29-20
THE HOME CONTRACT, HOME NOTE, HOME DEED OF TRUST, AND
- HOME DEED RESTRICTIONS CONSTITUTE THE FINAL AGREEMENT OF THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES.THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.
NEW LEAF COMMUNITY SERVICES,
a Texas nonprofilI curpi)ration
By:__ -
R. Steve Christian, Chair
PROMISSORY NOTE—HOME FUNDS Page G
New Leaf Community Services—Quail Trail Apartments rev.07-29-20
EXHIBIT "F"
REIMBURSEMENT FORMS
NEW LEAF COMMUNITY SERVICES
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 10
New Leaf Community Services—Quail Trail Apartments Rev. 07.29.2020
Attachment I
INVOICE
Developer: NEW LEAF COMMUNITY SERVICES
Address: P.O.Box 100103
City, State,Zip: Fort Worth,TX 76185
Project: Quail Trail Apartments
Tax 1D Number
Phase Number:
Amount
1]iis TiFVOipe C anlulative to hate
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 11
New Leaf Community Services—Quail Trail Apartments Rev. 07.29.2020
Attachment II
City of Fort Worth
Neighborhood Services Department
Expenditure Worksheet
Developer: New Leaf Community Services
Project: Quail Trail Apartments
Wni;�No. Date Check No. Payee or Beneficiary* Description* Arxx[rxint
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
Total
*Payroll must identify employee. Rent must identify tenant. Other payments should identify individuals,if
applicable.
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 12
New Leaf Community Services—Quail Trail Apartments Rev. 07.29.2020
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EXHIBIT "H"
FEDERAL LABOR STANDARD PROVISIONS -DAVIS-BACON REQUIREMENTS
NEW LEAF COMMUNITY SERVICES
NOT APPLICABLE
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 15
New Leaf Community Services—Quail Trail Apartments Rev. 07.29.2020
EXHIBIT "I"
SECTION 3 REPORTING FORMS
NEW LEAF COMMUNITY SERVICES
SECTION 3 BUSINESS CERTIFICATION
SECTION 3 SUMMARY REPORT (Form HUD-60002)
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 16
New Leaf Community Services—Quail Trail Apartments Rev. 07.29.2020
FORT WORTH.
City of Fort Worth Section 3
Business Certification
Name of Business:
But
Address of Business:
Type of Business: Corporation Partnership
Sole Proprietorship Joint Venture
My business meets the definition of Section 3 business because it meets one or more of the
following categories (check all that apply):
Company is owned by a Section 3 resident (see below); or,
On the affected project, my company is subcontracting 25%of its contract amount to qualified
Section 3 businesses; or,
At least 30%of my company's employees are currently Section 3 residents or were Section 3
residents within 3 years of first hire date.
To qualify as a Section 3 Resident the individual's household income must be under the income
limits shown below (Ex.:A household of 3 people that makes less than$47,400 annually qualifies as a
Section 3 Resident):
Persons in 1 person 2 people
eo le 3people 4 people 5 people 6 people 7 people 8 people
Household
2019Income $42,600 $48,650 $54,750 $60,800 $65,700 $70,550 $75,400 $80,300
Limit
I certify that the information I am providing is true and could be subject to verification at any
time by a third party. I also acknowledge that the provision of false information could leave me
subject to the penalties of Federal, State and local law.
Subcontractor's Authorizing Signature: Date:
Subcontractor's Authorizing Printed Name:
Subcontractor's Authorizing Signatory's Title:
For Prime Contractor Only:
Reviewed by: Date:
Reviewer's Job Title:
Effective as of April 2014
HOME DEVELOPER RENTAL CONTRACT--EXHIBITS Page 17
New Leaf Community Services—Quail Trail Apartments Rev. 07.29.2020
HOME DEVELOPER RENTAL CONTRACT--EXHIBITS Page 18
New Leaf Community Services--Quail Trail Apartments Rev. 07.29.2020
EXHIBIT "I"
�@ i�Ilil aJ ��RitliFil��F� Ropo t U.S.Deparlment of Housing OMB Approval No: 2529-0043
Economic Opportunities for and Urban Development (exp.1 113 01201 0)
Low—and Very Low-income Persons office of Fair Housing
And Equal Opportunity HUD Field Office_
Section beck of page for Public Reporting Burden statement
1.Recipient Name B Address. (street,aty,slate,zip) 2.Federal Identifications(grant no.) 3.Total AmounLofAward:
4.Contact Person 5 Phone {[nciude area code)
6.Length of Grant 7 Reporting Period.
8.Dale Report Submitted_ 9,Program Cade: (Use separate sheet 10.Program Name:
for each program code)
Part 1: Employment and Training(*"Columns 13,C and F are mandatory fields. Include New Hires in E&F)
A B C D E F
Number of Numberof New %of Aggregate Number 46 of Total Staff Hours NumberofSection3
Job Category New Hires Hires that areof Staff Hours of New Hires for Section 3 Employees Trainees
Sec,3 Residenl5 that are Sec 3Residents and Trainees
Professionals
Technicians
Offfce/Clerfcal
Construction by Trade(List)
Trade
Trade
Trade
Trade
Trade
other List —
l
Total
'Program Codes 3=Publicllndian Housing 4=Homeless Assistance 8-CDBG State Administered
1=Flexible Subsidy A=Developmant, 5=HOME 9=Other CD Programs
2=Section 2021811 B=Operation 6-HOME State Administered 10=Other Housing Programs
C=Modemizohon 7=CDBG Entitlement
Page 1 of 2 form HUD 60002(6/2001)
Ref 24 CFR 135
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 19
New Leaf Community Services—Quail Trail Apartments Rev.07.29.2020
Part It: Contracts Awarded
1. Construction Contracts:
A. Total dollar amount of all contracts awarded on the project $
8. Total dollar amount of contracts awarded to Section 3 businesses $
C. percentage of the total dollar amount that was awarded to Section 3 businesses %
D. Total number of Section 3 businesses receiving contracts
2. Non-Construction Contracts:
A. Total dollar amount all non-construcfion contracts awarded on the projectlactivity $
B. Total dollar amount of non-construction contracts awarded to Section 3 businesses $
C. Percentage of the total dollar amount that was awarded to Section 3 businesses
D. Total number of Section 3 businesses recoiling non-construction contracts
Part fll: Summary
Indicate the efforts made to direct the employment and other economic opportunities generated by HUD financial assistance for housing
and community development programs,to the greatest extent feasible,toward low-and very low-income persons,particularly those who
are recipients of government assistance for housing. (Check all that apply.)
__ Attempted to recruit low-income residents through: local advertising media,signs prominently displayed at the project site,
contracts with the community organizations and public or private agencies operating within the metropolitan area(or
nonmetropolitan county)in which the Section 3 covered program or project is located,or similar methods.
Participated in a HUD program or other program which promotes the training or employment of Section 3 residents.
Participated in a HUD program or other program which promotes the award of contracts to business concerns which meet the
definition of Section 3 business concerns.
__ Coordinated with Youthbuild Programs administered in the metropolitan area in which the Section 3 covered project is located.
—_ Other;describe below.
Public reporting for this collection of information is estimated to average 2 hours per response,including the time for reviewing instructions,
searching existing data sources,gathering and maintaining the data needed,and completing and reviewing the collection of information.
This agency may not collect this information,and you are not required to complete this form,unless it displays a currentlyvalid OMB
number.
Section 3 of the Housing and Urban Development Act of 1968,as amended,12 U.S.C.1701u,mandates that the Department ensures that
employment and other economic opportunities generated by its housing and community development assistance programs are directed
toward low-and very-low income persons,particularly those who are recipients of government assistance housing. The regulations are
found at 24 CFR Part 135. The information will be used bythe Departmentto monitor program recipients'compliance with Section 3,to
assess the results of the Department's efforts to meet the statutory objectives of Section 3,to prepare reports to Congress,and by
recipients as self-monitoring tool. The data is entered into a database and will be analyzed and distributed. The collection of information
involves recipients receiving Federal financial assistance for housing and community development programs covered by Section 3. The
information will be collected annually to assist HUD in meeting its reporting requirements under Section 808(e)(6)of the Fair Housing Act
and Section 916 of the HCDA of 1992. An assurance of confidentiality is not applicable to this form. The Privacy Act of 1974 and OMB
Circular AN108 are not applicable. The reporting requirements do not contain sensitive questions. Data is cumulative;personal identifying
information is not included.
Page 2 of 2 form HUD 60002(1 W010)
Ref 24 CFR 135
New Leaf Community Services—Quail Trail Apartments Rev.07.29.2020
Form HUD-60002,Section 3 Summary Report,Economic Opp artunitius fur Low-and Very Low-Income persons.
Instructions: This form is to be used to report annual B. Program Code: Enter the appropriate program code as listed at
accomplishments regarding employment and other economic the bottom ofthe page.
opportunities provided to low-and very low-income persons under 9. Program Name: Enter the name oFHUD Program corresponding
Section 3 ofthe Housing and Urban Development Act of 1968. The with the"Program Code"in number 8.
Section 3 regulations apply to any pubile and indian housing
programs that receive: (1)development assistance pursuant to Part I: Employment and Training Opportunities
Section 5 ofthe U.S.Housing Act of 1937;(2)operating assistance Column A: Contains various job categories. Professionals are
pursuant to Section 9 ofthe U.S.Housing Act of 1937;or(3) defined as people who have special knowledge of an occupation(i.e.
modernization grants pursuant to Section 14 ofthe U.S.Housing Act supervisors,architects,surveyors,planners,and computer
of 1937 and to recipients or housing and community development programmers). For construction positions,list each trade and provide
assistance in excess of$200,000 expended for: (t)housing data in columns B through F for each trade where persons were
rehabilitation(including reduction and abatement of lead-hased paint employed. The category of"Other'includes occupations such as
hazards);(2)housing construction;or(3)other public construction service workers.
projects;and to contracts and subcontracts in excess of$100,000 Column B: (Mandatory Field) Enter the number of new hires for
awarded in connection with the Section-3-covered activity. each category ofworkers identified in Column A in connection with
Form HUD-60002 has three parts,which are to be completed for this award. New hire refers to a-person who is not on the contractors
all programs covered by Section 3. Part I relates to empigyment or recipients-payroll for employment atthe time or selection for the
and training.The recipient has the option to determine numerical Section 3 covered award or at the time of receipt of Section 3 covered
employmenthraining goals either on the basis of the number of hours assistance.
worked by now hires(columns 8,D,F and F), Part II ofthe form Column C: (Mandatory Field) Enter the number oFSection 3 new
relates to contracUng,and Part III summarizes recipients'efforts to hires for each category of workers identified in Column A in
comply with.Section 3. connection with this award. Section 3 new hire refers to a Section 3
Recipients or contractors subject to Section 3 requirements must resident who is not on the contractor's or recipient's payroll for
maintain appropriate documentation to establish that HUD financial employment at the time of selection For the Section 3 covered award Or
assistance for housing and community development programs were at the time of receipt of Section 3 covered assistance.
directed toward low-and very low-income persons.` A recipient of Column D: Enter the percentage of all the staff hours of new hires
Section 3 covered assistance shall submit one copy afthis report to (Section 3 residents)in connection with this award.
HUD Headquarters,Office of Fair Housing and Equal Opportunity. Column lE: Enter the percentage of the total staff hours worked for
Where the program providing assistance requires an annual Section 3 employees and train nos(including new hires)connected
performance report,this Section 3 report is to be submitted at the with this award. Include staff hours For part-time and full-time
same time the program performance report is submitted. Where an positions.
annual performance report is not required,this Section 3 report is to be Column F: (Mandatory Field) Enter the number of Section 3
submitted by January 110 and,if the project ends before December 31, residents that were trained in connection with this award.
within 10 days of project completion. Only Prime Recipients are Part If: Contract Opportunities
required to report to HUD. The report must Include Block 1: Construction Contracts
accomplishments at all recipients and their Section 3 covered Item A: Enter the total dollar amount of all contracts awarded on the
contractors and subcontractors projectiprogram.
HUD Field Office: Enter the Field Office name. Item B: Enter the total dollar amount of contracts connected with this
1. Recipient; Enter the name and address ofthe recipient project/program that were awarded to Section 3 businesses,
submitting this report. Item C: Enter the percentage of the total dollar amount of contracts
2. Federal Identification: Enter the number that appears on the connected with this projocHprogram awarded to Section 3 businesses.
award form(with dashes). The award may be a grant, Item D: Enter the number of Section 3 businesses receiving awards.
cooperative agreement or contract. Block 2: Nor-Construction Contracts
3. Dollar Amount oFAward: Enter the dollar amount,rounded to the Item A: Enter the total dollar amount of all contracts awarded on the
nearest dollar,received by the recipient. projectlprogram.
4&5. Contact Person/Phone: Enter the name and telephone number Item B: Enter the total dollar amount of contracts connected with this
ofthe person with knowledge of the award and the recipient's project awarded to Section 3 businesses.
implementation of Section 3. Item C: Enter the percentage ofthe total dollar amount of contracts
6- Reporting Period: Indicate the time period(months and year) connected with this project1program awarded to Section-3 businesses.
this report covers. Item D: Enter the number of Section 3 businesses receiving awards.
7. Data Report Submitted: Enter the appropriate date. Part Ill: Summary of Efforts—Self-explanatory
Submit one(1)copy of this report to the HUD Headquarters Office of
Fair Housing and Equal Opportunity,at the same time the The Secretary may establish income ceilings higher or lower than 80 percent
performance report is submitted to the program office. The Section 3 ofthe median for the area on the basis of tha Secretary's findings such that
report is submitted by January 10. Include only contracts executed variations are necessary because of prevailing levels of constmction casts
during the period specified in item S. PHAsAHAs are to report all or unusually high-or low-income families. Very lose-Income persons mean
contracts/subcontracts. low-income families(including single persons)whose incomes do not
exceed 50 percent of the median family income area,as determined by the
The terms"low-income persons"and very low-income persons"have Secretary with adjustments or smaller and larger families,except that the
the same meanings given the terms in section 3(h)(2)of the United Secretary may establish income ceilings higher or lower than 50 percent of
States Housing Act of 1937. Low-income persons mean families the median for the area on the basis ofthe Secretary's findings that such
(including single persons)whose incomes do not exceed 8o percent of variations are necessary because oFunusually high or low family incomes.
the median income for the area,as determined by the Secretary,with
adjustments for smaller and larger families,except that
Page i form HUD 60002(1112010)
Rat 24 CFR 135
HOME DEVELOPER RENTAL CONTRACT--EXHIBITS Page 21
New Leaf Community Services—Quail Trail Apartments Rev.07.29.2020
EXHIBIT "J"
STANDARDS FOR COMPLETE DOCUMENTATION
NEW LEAF COMMUNITY SERVICES
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 22
New Leaf Community Services—Quail Trail Apartments Rev.07.29.2020
1 R W '
NP
Standard of Documentation for Reimbursement of Development Costs
Cost Type Documentation Standard
Acquisition of Peal Property . Notice to Seller(date must be on or before the date of captions agreement
or sales contract and signed by the buyer and sellaer)
Recorded Deed of Trust
Purchase Agreement w/Required HUD language
Master Settlement Statement f H U D-1
® Appraisal or other document used to determine purchase price
$ Proof of Payment{i.e_,hank statement/cancelled check)
verification!of Vacant Status(as app'cable)
Pre-Development and Soft 6 Invoice should include--
Costs(Architect,Engineer, i date;
Landscape Design,Surveys, a company's letterhead;
Appraisals,Environmental,Legal ■ address for which service is provided;
Fees,Other Consultants,Etc_] ■ description of service(s)and itern(s};
amount for itemized services;apd
M total amount
Proof of Payment(Le-,bank statement or cancelled check)
Fully executed contractfserviceagreernen:ts/letteragreements and
applicable amendments
o Provide printout from bvww.sarrl_ osrverifying
contractorjsubcontractor is not listed can the debarred and
suspension list
If only a portion is being:paid with City funds,then show calculation and
documentation of how casts are allocated_
Neighbor hood Ser-lcen
FINAL as of 6 f 21/2€I'17 Page 1
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 23
New Leaf Community Services—Quail Trail Apartments Rev. 07.29.2020
FO RT V�O 11T, I L
Standard of Documentation for Heirnbursepnent of Development Costs
Construction Costs e invoice should include:
(Ccrntractors&Subcontractors) date;
• company's letterhead,
• address for which service is provided;
• description of servicefs)and itern(s);
• amount for itemized services;and
• total amount
Proof of Payment(Le.,bank statement or€ancefled check)
® Copy of app;¢cable inspection report(s)conducted by NSD Inspector
Copy of executed agreements
a Provide printout from my w.sam_goy verifying
contractor/subcontractor is not listed on tfie debarred and
suspension list
If oniy a portion is being paid With City funds;then show calculation and
documentation of how costs are allocated_
For payment of final retainage for the prime contractor,provide lien
waivers for the prime and all subcontractors_
List of subcontractors
IVlaterials Purchased by Developer G invoice should include:
(xf applicable) ■ date;
company's letterhead;
address fbr which service is provided;
® description of se:vlce(s)and itern(s);
a mount for itemized services;and
r total amount
Proof of Payment(a_e_,bank statement or cancelled check)
verificatiml of delivery
[developer Fee Final Invoice ReflectingTota!Development Cost
(if paid directly{from HOME funds) . Proof of payment for any other entity/funding source contributing to
development casts
Show calculation of agreed upon developer fee percentage
Copies of final lien releases from.contractor/subcontractor
Complete Documentation income e,igibillty of buyer5/renters(i_e_,income
documents for eligible homebuyerjtenants,sales contract between
developer/hornebuyer, HAP Feed of Trust with required affordability
period language,etc.)
Lease documents
Final inspections of compieted units
Neighboilioo i Saivices
FINAL as of 6/21/2017 Page 2
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 24
New Leaf Community Services—Quail Trail Apartments Rev. 07.29.2020
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EXHIBIT "L"
- HOME DEED RESTRICTION
NEW LEAF COMMUNITY SERVICES
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 28
New Leaf Community Services—Quail Trail Apartments Rev.07.29.2020
DEED RESTRICTIONS
HOME Funds
THESE DEED RESTRICTIONS ("Deed Restrictions") are made effective as June_, 2020, by
and between NEW LEAF COMMUNITY SERVICES,a Texas non-profit corporation("Owner"),
as Grantor, and CITY OF FORT WORTH,TEXAS, a municipal corporation of the State of Texas
("City"), as Grantee.
WITNESSETH:
WHEREAS, City has received a grant from the United States Department of Housing and
Urban Development ("HUD") through the HOME Investment Pat-tnerships Program, Catalog of
Federal Domestic Assistance No. 14.239("HOME"),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 nonprofit housing organizations;
WHEREAS, the primary purpose of the HOME program pursuant to the HOME
Investment Partnerships Act at Title II of the Cranston Gonzales National Affordable Housing Act
of 1990, as amended, 42 U.S.C. 12701 et seq.(the ".Act").and the HOME Investment Partnerships
Program Final Rule, as amended, 24 CFR Part 92 et serf. ("HOME Regulations"), is to benefit
low- and moderate-income individuals ,l ix! Families by providing them with affordable housing;
WHEREAS, Owner proposes to use HOVE funds for a project whereby Owner will
construct, develop, own, and operate a new 48-unit Permanent Supportive Housing project in the
City to be known as Quail Trail Apartments (die "Project");
WHEREAS,City has agreed to]end,and Owner has agreed to accept,a loan of City HOME
funds in the amount of$500,000.00 (the "Loan."), pursuant to the requirements of the HOME
program in accordance with that certain HOME Contract, City Secretary Contract No. 53776,
between Owner and City, for the purpose of assisting Owner in developing the Project ("HOME
Contract")-.
WHEREAS, as a condition to City making the Loan, Owner must agree to comply with
certain occupancy, rent and other restrictions for a period of time in order to comply with the
HOME affordability requirements, and agrees to convey to City certain covenants and restrictions
that will burden the hereinafter described real property so that the Project will meet the HOME
requirements ("HOME Requirements");
NOW, THEREFORE, in consideration of the making of the Loan by the City and the
disbursement of any part thereof, and in order to comply with the requirements of the Act and the
HOME Regulations, Owner (together with its successors and assigns and subsequent owners of
the Project),hereby agrees that the following restrictions shall apply to the real property described
in the attached EXHIBIT "A":
1) In compliance with the maximum per unit subsidy amount rules at 24 CFR Part
92.250(a) and the minimum amount of assistance rules at 24 CFR Part 92.205(c), the number of
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 29
New Leaf Community Services—Quail Trail Apartments Rev. 07.29.2020
units in the Project which have been designated by Owner and approved by the City as subject to
all occupancy, rent, and affordability requirements contained in the HOME Regulations shall
- consist of 6 units of the 48 total residential units in the Project ("HOME Units")
2) The HOME Units rented or available for rent to households whose annual incomes
do not exceed 80% of area median income ("AMP'), as set annually by HUD with adjustments
for family size ("High HOME Eligible Tenants"), shall be 0 units ("High HOME Units"). The
number of HOME Units rented or available for rent to families whose annual incomes do not
exceed 50% percent of AMI ("Low HOME Eligible Tenants") shall be 6 units ("Low HOME
Units"). The HOME Units can be designated as either High HOME Units or Low HOME Units
in accordance with the terms of the HOME Contract. The HOME Units are floating.
3) Owner hereby acknowledges and agrees that the Project is to be owned, managed
and operated as a rental housing project for affordable housing as set forth in 24 CFR Part 92.252
and,that the HOME Units must be occupied only by HOME EligiblO.Households as defined in the
HOME Contract and must also meet the following requirements to qualify as affordable housing
and will be subject to the following restrictions and covenants:
a. High HOME Rents. The maximum-HOME rents are the lesser of.
(1) the fair market rent for existing housing for comparable units in the
area as established by HUD under 24 CFR Part 888.111; or
(2) a rent that does not exceed 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. High Home Rent may not exceed the
maxim&b rent limitations established by HUD minus utility allowances. For the
purposes of these Deed restrictions, "utility allowances" are those monthly
allowances for utilities (excluding telephone) adopted by City in accordance with
the HOME Regulations and HUD guidance, as more particularly described in the
HOME Contract.
b. Low HOME Rents. Rents for Low HOME Units must meet one of the
following rent requirements:
(1) the rent does not exceed 30% of the annual income of a family at
50% of AMI adjusted for family size. Low Home Rent may not exceed the
maximum rent limitations established by HUD minus utility allowances. However,
if the rent determined under this paragraph is higher than the applicable rent under
(a) of this section,then the maximum rent for HOME Units under this paragraph is
that calculated under paragraph(a); or
(2) the rent does not exceed 30% of the family's adjusted income. If the
family receives Federal or Texas project-based rental subsidy and the very low-
income family pays as a contribution toward rent not more than 30% of the family's
adjusted income, then the maximum rent (tenant contribution plus project-based
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 30
New Leaf Community Services—Quail Trail Apartments Rev. 07.29.2020
rental subsidy)is the rent allowable under the Federal or Texas project-based rental
subsidy program.
C. The Owner will not refuse to lease a HOME Unit to a certificate or voucher
holder under 24 CFR Part 982 (Section 8 Tenant-Based Assistance: Unified Rule for
Tenant-Based Assistance under the Section 8 Rental Certificate Program and the Section
8 Rental Voucher Program) or to the holder of a comparable document evidencing
participation in a HOME tenant-based rental assistance program because of the status of
the prospective tenant as a holder of such certificate, voucher, or comparable HOME
tenant-based assistance document.
4) Initial Rent Schedule and Utility Allowances. Owner must verify that all tenants
of HOME Units are HOME Eligible Households with full Tenant.Documentation at the time the
initial lease for a HOME Unit is executed as more particularly described in the HOME Contract.
Tenants must certify the number of people in tenant's household along with such person's names
and ages. Owner shall obtain financial information on all members of a tenant's household.
5) Tenant Income. Owner must use the definition of annual income used by 24 CFR
Part 65.609 to establish tenant income eligibility kad shall use the most current HUD Income
Guidelines. Owner must verify that all tenants of HOME Units are HOME Eligible Households
with fall Tenant Documentation as more particularly described in the HOME Contract. Owner
must verify the income of the tenants of the HOME Uri is annually after the initial lease is
executed, but may use a City-approved tenant self-cerlification form as Tenant Documentation.
Notwithstanding the foregoing, Owner must verify the income eligibility of all HOME EIigible
Households with full Tenant Documentation every 6th year of the Affordability Period. Owner
must maintain copies of Tmant Documentation as required under the HOME Contract. In the
event that a HOME Unit is occupied by a tenant who is not a HOME Eligible Household, Owner
shall have 30 days to determine if a market rate tenant qualifies as a HOME Eligible Household
or fill an empty market rate unit with a HOME Eligible Household.
6) Tenant Luse and Tenant Selection. Owner's lease for the HOME Units shall
comply with 24 CFR Part 92.253 as more particularly described in the HOME Contract. Owner's
tenant selection policy and criteria shall be consistent with the purpose of providing housing in
accordance with the HOME Regulations including addressing non—discrimination and affirmative
marketing as more pLuticularly set out in the HOME Contract.
7) The Project shall be maintained to and fully comply with all City Codes and federal
Housing Quality ,Standards.
8) The Affordability Period for the Project is 20 years ("Affordability Period") as
more particularly described in the HOME Contract. The Affordability Period begins on the date
that the project status is changed to "complete" in IDIS, HUD's project tracking system, as more
particularly described and defined in the HOME Contract. IDIS is maintained by the City's
Neighborhood Services Department (or any successor department or division thereto as the case
may be). The HOME Contract is on file as an official and public City record in the City Secretary's
Office.
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 31
New Leaf Community Services W Quail Trail Apartments Rev. 07.29.2020
9) The preceding use restriction and Affordability Period (i) shall run with the land,
- (ii) shall be binding upon the Owner and Owner's heirs, personal representatives, successors and
assigns, and (iii) shall be enforceable by actions at law or in equity by the City, its successors and
assigns and/or one or more third-party beneficiaries. For the purpose of these Deed Restrictions, a
third-party beneficiary shall be any member of a HOME Eligible Household as defined in the
HOME Contract. Owner hereby subjects the Project (including the Project site) to the covenants,
reservations and restrictions set forth in these Deed Restrictions and Owner hereby declares its
express intent that the covenants, reservations and restrictions set forth herein shall, be deemed
covenants running with the land and shall,pass to and be binding upon Owner's successors in title
to the Project. Each and every contract, deed or other instrument hereafter executed covering or
conveying the Project or any portion thereof shall conclusively fie held to have been executed,
delivered and accepted subject to such covenants,reservations and restrictions as set forth in such
contract, deed or other instruments.
10) Upon expiration of the Affordability Period, these Deed Restrictions will
automatically expire and become of no force or effect, and will automatically be removed and
released as if the City, HUD, and any other organization or entity recorded an express release of
these Deed Restrictions.
11) Owner hereby agrees to 4 execute further documentation required by the City or
HUD which may be necessary to cause these Deed Restrictions to comply with the laws,
ordinances and/or regulations referenced herein or in the HOME Contract(or any other applicable
Iaws that supplement, amend, restate,replace or otherwise pertain to such laws, ordinances and/or
regulations).
12) Sale or Transfer of the Land or Project. Until the termination of these Deed
Restrictions, Owner hereby covenants and agrees not to sell, transfer or otherwise dispose of any
portion of the real property or Project,without obtaining the prior written consent of the City. Any
transfer or disposition of the real property or the Project without the written agreement of the City,
in a form as will meet the iequiremerlts of a conveyance of real property in Texas, shall be null,
void and without effect, shall cause a reversion of title to Owner and shall be ineffective to relieve
Owner of its obligations under this document.
13) Owner and City hereby declare their understanding and intent that the covenants,
reservations and restrictions set forth herein directly benefit the real property.
14) Default; Remedies. City shall declare an "Event of Default" to have occurred
hereunder if City becomes aware or is notified in writing of a default in the performance or
observance of any covenant,agreement or obligation of Owner set forth in these Deed Restrictions,
and if such default remains uncured for a period of 60 days after written notice of such default
shall have been given by City to Owner.
In the event of any action at law or suit in equity by one party to these Deed Restrictions
against another party with respect to these Deed Restrictions, the party prevailing in such action
shall receive from theother party and the other party shall pay to the prevailing party, in addition
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 32
New Leaf Community Services—Quail Trail Apartments Rev. 07.29.2020
to all other sums which may be payable to the prevailing party as a result of such action, a
reasonable sung for the prevailing party's attorneys'fees and costs and other expenses of such action
- or suit.
No failure to exercise and no delay in exercising any right hereunder shall operate as a
waiver thereof,nor shall any single or partial exercise thereof preclude any other or further exercise
thereof, or the exercise of any other right. The rights and remedies herein provided shall be in
addition to all other rights or remedies provided by law. No modification or waiver of any
provision of these Deed Restrictions, or consent to departure here from, shall be effective unless
in writing and signed by the parties and no such modification, consent, or waiver shall extend
beyond the particular case and purpose involved. No notice or demand given in any case shall
constitute a waiver of the right to take other action in the same: similar or other instances without
such notice or demand.
15) Owner shall cause this document, and all amendments and supplements hereto and
thereto, to be recorded and filed in the real property records of Tarrant County and in such other
places as City may reasonably request. Owner shall pay all fees and charges incurred in connection
with any such recording.
16) These Deed Restrictions shall be governed by the laws of the State of Texas.
17) Headings and titles herein are for convenience only and shall not influence any
construction or interpretation.
18) If any provision of these Deed Restrictions shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining portions hereof shall not
in any way be affected or impaired thereby.
18) All terms not defined herein shall have the meaning proscribed to them in the
HOME Contract. if any provision of these Deed Restrictions conflicts with any provision of
the HOME Contract, the provisions of the HOME Contract will govern to the extent of the
conflict. The HOME Contract is on file with the City Secretary's Office as a public and
official document of the Cite.
[Signature Pages to Follow]
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IN WITNESS WHEREOF, Owner and the City have executed this document by duly
authorized representatives, all on the date first written hereinabove.
OWNER:
NEW LEAF COMMUNITY SERVICES, a Texas
nonprofit corporation
By:
R. Steve Christian, Chair
Date:
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on _ ,2020,by R. Steve Christian,
Chair of New Leaf Community Services, it Texas nonprofit corporation, on behalf of said
corporation.
Notary Public, State of Texas
[Signatures Pages Continue]
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 34
New Leaf Community Services--Quail Trail Apartments Rev. 07.29.2020
IN WITNESS WHEREOF, Owner and the City have executed this document by duly
authorized representatives, all on the date first written hereinabove.
ATTEST: CITY OF FORT WORTH
By:
City Secretary Fernando Costa, Assistant City Manager
M&C 20-0062 Dated February 4, 2020
Form 1295: 2019-478155 Date:
APPROVED AS TO FORM AND LEGALITY:
Vicki S. Ganske, Senior Assistant City Attorney
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on J ,2020,by Fernando Costa,Assistant
City Manager of the City of Fort Worth, a Texas municipal corporation, on behalf of said
corporation.
Notary Public, State of Texas
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 35
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EXHIBIT "A"
Legal Description
Being all of Lot C, Block 1, of FAIR OAKS ADDITION, an Addition to the City of Fort Worth, Tarrant County,
according to plat recorded in D2200120850, Real Property Records, Tarrant County, Texas
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 36
New Leaf Community Services—Quail Trail Apartments Rev.07.29.2020
EXHIBIT "M"
VAWA FORMS
NEW LEAF COMMUNITY SERVICES
• Notice of Occupancy Rights under the Violence Against Women Act
• Model Emergency Transfer Plan for Victims of Domestic Violence, Dating Violence, Sexual
Assault, or Stalking
• Emergency Transfer Request for Certain.Victims of Domestic Violence,Dating Violence, Sexual
Assault, or Stalking
• Certification of Domestic Violence, Dating Violence, Sexual Assault, or Stalking and Alternate
Documentation.
• Lease Addendum
Where permitted by federal regulations, Developer may use its own forms so long as they meet the
requirements of the VAWA and its accompanying regulations. Developer is responsible for ensuring that
the proper forms and required actions are taken in compliance with VAWA and any applicable
regulations, and acknowledges that it is solely responsible for using the appropriate forms as they may be
changed from time to time.
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Page 37
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EXHIBIT "N"
HOME REQUIREMENTS
NEW LEAF COMMUNITY SERVICES
Capitalized terms not defined herein shall have meanings assigned to them in the Contract.
Developer shall ensure that the Property Manager receives a copy of the HOME Contract which enforces the
HOME Regulations. Below is an outline of the HOME Requirements that the Property Manager will be
responsible for while managing the HOME Units in the project. Some of the Capitalized terms not defined herein
shall have meanings assigned them in the HOME Contract.
1. Property Manager acknowledges that the project operates under the HOME Program Section 504
requirements. Accordingly, Property Manager shall exercise its commercially reasonable efforts to take
the following steps to:
Comply with Section 504 requirements and other federal accessibility requirements. The
Apartment Complex must contain 4 Accessible Units, 3 accessible to individuals with mobility
impairment and 1 accessible to individuals with visual or hearing impairments.
2. Property Manager will follow the procedures given by Developer to rent HOME Units to residents at or
below 80% AMI; provided however, the first tenant to occupy a High HOME Unit, as defined in the
HOME Contract, must be a tenant whose annual income adjusted for family size does not exceed 60% of
AMI.
3. Property Manager must manage the HOME Units as set forth in the chart below to ensure that they are
occupied by tenants that are either High HOME Eligible Tenants or Low HOME Eligible Tenants as
described in the chart. Of the 6 HOME Units, 0 must be HIGH HOME Units and 6 must be LOW HOME
Units. The Low HOME Units must be occupied by households earning at or below 50% AMI. These
very low-income tenants must occupy HOME Units at or below the Low HOME Rent. The mix of
bedroom units for the HOME Units is shown on the chart below. The mix of bedrooms of the HOME
Units must be proportional to the overall bedroom mix of all the units in the project. Property Manager
must manage the HOME Units in accordance with the chart,the HOME Requirements and the guidelines
contained in the Managing Rental Unit Mix Under HOME published by HUD at:
https:Hfiles.hudexchange info/resources/documents/Managing-Rental-Unit-Mix-Under-HOME.pdf
HOME UNIT MIX
Proposed Units 48 1-BR 0 2-BR 0 3-BR 0 4-BR
(48 total)
High HOME Units 0 I-BR 0 2-BR 0 3-BR 0 4-BR
(0 total)*
Low HOME Units 6 I-BR 0 2-BR 0 3-BR 0 4-BR
(6 total)*
*The HOME Units may be designated as floating, if the HOME Units are comparable to the
non-assisted units in the Apartment Complex.
4. Property Manager must notify Developer in writing within 30 days if any HOME Unit is occupied by a
tenant who is not income eligible, or if any HOME Unit remains vacant for more than 90 days.
5. The HOME Units are floating. When a"floating"unit is changed within the project,the newly designated
"floating" unit must be comparable to the non-HOME assisted units.
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6. Property Manager must charge the appropriate High HOME and Low HOME rents and not charge rents
in excess of the HOME Program Rents for any given year. These program rents change annually and City
will provide Developer and Property Manager with updated HOME rent limits so that rents may be
adjusted (not to exceed the maximum HOME rent limits). For projects that have floating HOME Units,
per HUD regulations, changes may need to be made where instances of tenant's income either rises above
or falls below certain thresholds. Property Manager should refer to the Managing Rental Unit Mix Under
HOME found at htt s://files.hudexchan e.info/resources/documents/Mana in -Rental-Unit-Mix-Under-
HOME.pdf for guidance. Property Manager should retain necessary documentation to demonstrate that
each HOME Unit is occupied by a HOME Eligible Household. General rental housing records must be
kept on-file for 5 years after the HOME Affordability Period ends.
7. Before executing any lease for a HOME Unit, Property Manager must verify all new tenants' income
eligibility using the annual income definition in 24 CFR 5.609. Income documentation must be sufficient
to show that a tenant is a HOME Eligible Household. Tenant Documentation may include but is not
limited to copies of paychecks, Social Security and disability verification letters, interest or rental income
statements, retirement income statements, child support and alimony verification, unemployment benefit
letters, and the like for initial tenant income eligibility verifications, and the tenant income verification
required every 6t' year of the Affordability Period. Documentation for tenant income eligibility
verifications for other than the initial lease and the 6t'' year of the Affordability Period shall be a City
approved income self-certification form. Property Manager shall use the most current HUD Income
Guidelines and Technical Guidance for Determining Income and Allowances to determine tenant
eligibility.
8. Property Manager shall maintain copies of Tenant Documentation and all tenant sell-certification forms
as required under the HOME Contract.
9. Property Manager shall submit for City approval a sample tenant lease prior to accepting tenant
applications. This sample lease must include:
a. Tenant must be given at least 30 days written notice before rent increases may be implemented,
and 30 days written notice must be given notifying the tenant must vacate the unit.
b. The lease term for a HOME Unit must be for at least 1 year,unless the tenant and Property Manager
agree on a shorter term.
c. Tenant rents may not increase until the original lease expires, or until 1-year anniversary of tenant
entering into the lease, whichever occurs first.
d. HUD publishes the HIGH and LOW HOME rents annually, and Property Manager should use the
numbers provided to calculate rents.
e. Maximum allowable HOME rents must be reduced if the tenant pays utilities.
f. Tenant lease must inform tenant that their income will be reexamined annually, either at the
anniversary of the initial income verification, or at lease renewal.
g. Tenant lease must explicitly state that their rent may increase if the tenant is placed in a HOME
Unit and at the time of income recertification, their income increases above or the required
thresholds.
10. Rents charged to tenants are subject to the HOME Regulations at 24 CFR 92.252 (a) and (b). 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 (excluding telephone) established by
HUD. Property Manager agrees to abide by HUD approved schedules of HOME rent levels and locally
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adopted utility allowances published by the local housing authority. Property Manager should keep
records that include documentation to back-up rents levels and utility allowances.
11. Property Manager must have a tenant selection policy which provides for:
a. The selection of tenants from a written waiting list in the chronological order of their application,
insofar as is practicable;
b. The prompt written notification to any rejected applicant of the grounds for such rejected; and bi-
lingual leasing and management assistance.
c. Ensure that holders of rental assistance subsidies (such as HUD's Housing Choice Voucher or
similar subsidy) are not excluded from renting a unit in the project.
d. The tenant selection policy must address non-discrimination and affirmative marketing, as per
federal guidelines.
e. Market Accessible Units in the following order:
1. Market within the project to persons requiring an Accessible Unit.
2. Reference waiting list to check for persons requiring Accessible Unit.
3. Market to general community for persons requiring Accessible Unit.
4. Market to persons that do not require Accessible Unit.
The tenant selection policy must address managing HOME Unit mix under HOME Regulations. The
tenant selection policy must comply with state and local tenant/landlord laws.
Property Manager shall adopt affirmative marketing procedures and requirements for the DOME 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. City shall have no responsibility with regard to affirmative marketing of the
project.Affirmative marketing procedures shall be submitted to City for approval prior to implementation.
12. Property Manager shall abide by all federal, state and local non-discrimination and fair housing laws.
13. Property Manager understands and agrees that it will be subject to monitoring by City for compliance with
the HOME Regulations for the duration of the 20-year Affordability Period. Property Manager will
provide reports and access to project tenant files as requested by City during the Affordability Period and
for 5 years after the end of the Affordability Period, and will meet all the reporting requirements set out
in this Contract. This Exhibit shall survive the termination or expiration of this Contract. City shall have
access at all reasonable hours to the Property Manager's offices and records dealing with the HOME Units,
and its officers, directors, agents, employees, and contractors for the purpose of such monitoring.
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EXHIBIT "O"
REQUIREMENTS FOR PERMANENT SUPPORTIVE HOUSING UNITS
NEW LEAF COMMUNITY SERVICES
Capitalized terms not defined herein shall have meanings assigned to them in the Contract.
The purpose of the PSH Units is to reduce the population of chronically homeless persons in the City by
combining rental assistance with supportive services so that formerly homeless tenants can maintain stable
housing. Developer will retain the Supportive Services Provider ("SSP") for the PSH Tenants if the rental
assistance does not include supportive services. The scope of the supportive services shall be determined by
Developer but at a minimum shall include on-site case manager with experience in providing case management
to homeless and formerly homeless persons.
1. Developer is responsible for securing resources for rental assistance and supportive services for the
PSH Tenants. These resources must be in place by the time of initial lease-up of the project.
2. PSH Tenants must meet the HUD definition of chronically homeless. PSH Tenants will be selected
from the prioritized Continuum of Care for TX-601 Fort Worth/Arlington/Tarrant County ("CoC")
permanent supportive housing list maintained by the Tarrant County Homeless Coalition("TCHC").
3. If requested, Developer will provide SSP onsite office space at no cost to be used exclusively by either
the SSP's staff member or staff members of other agencies providing supportive services, as well as a
telephone line and internet access sufficient for staff members to access the Homeless Management
Information System ("HMIS') maintained by the CoC. The staff members will coordinate with
Property Manager on scheduling office space needs.
4. Property Manager will coordinate with the staff member of the agency providing the rental assistance
or TCHC regarding selection and placement of PSH Tenants ensuring that tenant selection criteria for
the PSH Units is appropriate and consistent with the purpose of the PSH Program as well as the
property management practices for the project and any requirements related to the rental assistance.
Property Manager will not unreasonably deny housing to eligible homeless persons who otherwise
meet the rental assistance providers' standards for services.
5. Developer will promptly notify the TCHC and any agency providing rental assistance in writing of
the specific date when lease-up of the project will begin so that a referral and coordination process for
potential tenants for the PSH Units can be initiated.
6. Developer must contact TCHC and the agencies providing the rental assistance for referrals when a
PSH Unit is available.
6.1 At the time of initial lease-up and any time afterwards when the Property Manager is notified
by a PSH Tenant of their intent to vacate,the Property Manager will hold the PSH Unit available
for referral from the CoC for 60 days from the date TCHC and the agency supplying the rental
assistance is notified in writing by the Property Manager of the PSH Unit's availability.
6.2 When a PSH Tenant vacates a PSH Unit without notice, the Property Manager will hold the
PSH Unit available for referral from the CoC for 45 days from the date TCHC and the agency
supplying the rental assistance are notified in writing of the PSH Unit's availability.
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6.3 Developer and Property Manager must make all reasonable good faith efforts to process Iease
applications in a timely manner to avoid exceeding the applicable 45-or 60-day referral periods
and must document such efforts.
7. Developer shall promptly notify in writing and coordinate with TCHC and the agency supplying the
rental assistance in cases of any PSH Tenant's financial hardship, lease violation, or any other
circumstances deemed appropriate by Developer or Property Manager, to avoid involuntary
termination of PSH tenancies to the maximum extent consistent with sound management of the project.
S. Developer is responsible for all notices of PSH Unit availability or otherwise required by the any
agreement for rental assistance of the PSH Tenants.
9. City agrees to support Developer in obtaining vouchers or other rental assistance through its Directions
Home program.
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EXHIBIT "I"'
GUARANTY
NEW LEAF COMMUNITY SERVICES
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COMPLETION GUARANTY
[Developer]
This Completion Guaranty (this "Guaranty") is dated as of 20__, by [Developer], a Texas
[corporation] [nonprofit corporation] [limited liability company] [limited partnership] ("Guarantor"), in favor
of the City of Fort Worth, Texas ("City"), a Texas municipal corporation.
Factual Back rg ound
A. WHEREAS, City has received a grant from the United States Department of Housing and Urban
Development ("HUD") through the HOME Investment Partnerships Program, Catalog of Federal Domestic
Assistance No. 14.239 ("HOME"), 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 nonprofit housing organizations;
B. WHEREAS, the primary purpose of the HOME program pursuant to the HOME Investment
Partnerships Act at Title II of the Cranston Gonzales National Affordable Housing Act of 1990, as amended, 42
U.S.C. 12701 et seq.(the "Act") and the HOME Investment Partnerships Program Final Rule, as amended, 24
CFR Part 92 et seq. ("HOME Regulations"), is to benefit low- and moderate-income individuals and families
by providing them with affordable housing;
C. WHEREAS, Guarantor proposes to use HOME funds for a project whereby Guarantor will
[construct] [rehabilitate], develop, own, and operate a [new] "-unit [Permanent Supportive Housing] [mixed
income] [multifamily] project in the City to be known as [ ] (the "Project");
D. WHEREAS, City has agreed to lend, and Guarantor has agreed to accept, a loan of City HOME
funds in the amount of [$ .00] (the "Loan"), pursuant to the requirements of the HOME program in
accordance with that certain HOME Contract, City Secretary Contract No. [ j, between Guarantor and City,
for the purpose of assisting Guarantor in developing the Project("HOME Contract");
E. WHEREAS, Guarantor has received a commitment of a loan in the amount of [$ .00
from [] for a portion of the development costs of the Project;
F WHEREAS, Guarantor has requested that in lieu of providing the City with a 100% payment and
performance bond (the "P&P Bond") for [$ .00}, the total cost of the project, that it instead provide a
completion guaranty; and
G. WHEREAS, as a material inducement to City waiving the requirement for the P&P Bond,
Guarantor has agreed to guaranty the completion of construction of the Required Improvements according to the
terms hereof.
Guaranty
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Guarantor agrees as follows:
1. Guaranty of Obligations.
1.1 Guarantor hereby guarantees the performance by General Contractor under the approved plans and
specifications, the construction contract and the construction contract for the construction of the Required
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Improvements ("Construction Documents"). Without limiting the generality of the foregoing, Guarantor
unconditionally guaranties to City the timely performance of the following obligations: (a) that the Required
Improvements will be constructed in substantial accordance with the Construction Documents, (b) that the
Required Improvements will be completed, lien free, and ready for occupancy, including delivery of any permits,
certificates or governmental approvals required by law, on or before [ _, 20_], and (c) all costs of
constructing Required Improvements shall be paid when due, including without limitation all cost overruns that
are within the scope of the Construction Documents (collectively, the "Obligations"), provided that so long as
Guarantor performs pursuant to Section 1.1, City shall continue to advance loan proceeds.
1.2 If the Required Improvements are not commenced and completed in the manner required by the
Construction Documents and by [, 20-1, or if, prior to [, 20_1, construction of the Required
Improvements should cease or be halted prior to completion other than for a reason permitted under the
Construction Documents or for force majeure reasons, and such cessation or halt constitutes a Default or an Event
of Default(as each such term is defined in the Construction Documents), Guarantor shall,promptly upon demand
of City: (a) diligently proceed to complete construction of the Required Improvements at Guarantor's sole cost
and expense, in accordance with the Construction Documents; (b) fully pay and discharge all claims for labor
performed and material and specially fabricated materials furnished in connection with the construction of the
Required Improvements; and (c) release and discharge all mechanic's liens, materialman's liens and equitable
liens or related affidavits or notices that may arise in connection with the renovation of the Required
Improvements provided that so long as Guarantor performs pursuant to Section 1.2, the City shall continue to
advance loan proceeds.
1.3 If Guarantor fails to promptly perform any of the Obligations under this Guaranty, City may:
(a) At City's option, and without any obligation to do so, proceed to perform on behalf of
Guarantor any or all of Guarantor's obligations hereunder and Guarantor shall,upon demand and whether
or not the Required Improvements are actually completed by City, pay to City all reasonable sums
expended by City in performing Guarantor's obligations hereunder, less the loan proceeds to be advanced
by City; and
(b) From time to time and without first requiring performance by Guarantor or General
Contractor, City may bring any action at law or in equity or both, or commence any appropriate
proceeding, to compel Guarantor to perform its obligations under this Guaranty, and in such event, City
shall be entitled to collect from Guarantor compensation for all loss, cost, damage, injury and expense
which it may incur as a direct consequence of Guarantor's failure to perform the Obligations, less the loan
proceeds to be advanced by City, including interest at the rate of five percent(5%).
1.4 In addition to the foregoing, Guarantor hereby agrees to pay any and all reasonable costs and
expenses (including, without limitation, reasonable attorneys' fees and costs) incurred by City in enforcing any
rights or remedies under this Guaranty. From the time incurred until paid in full to City, all such sums shall bear
interest at the rate of five percent (5%).
1.5 Completion of the Required Improvements free and clear of liens shall be deemed to have occurred
upon: (a) (i) if applicable, City's receipt of a written statement or certificate executed by the architect designated
or shown on the approved plans and specifications certifying, without qualification or exception, based solely on
the architect's obligations for inspection under its contract with Guarantor, that the Required Improvements are
completed, and (ii) City's receipt from Guarantor of all required occupancy permit(s) for all of the Required
Improvements issued by the local government agency having jurisdiction and authority to issue same, and (iii)
the expiration of the statutory period(s) within which valid mechanic's liens, materialman's liens and/or similar
affidavits or notices may be recorded and/or served by reason of the construction of the Required Improvements,
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or, alternatively, unless lien waivers have been obtained, (b) City's receipt from Guarantor of valid,unconditional
releases thereof from all persons entitled to record said liens or serve said affidavits or notices;or(c)City's receipt
from Guarantor of such other evidence of lien free completion as City deems satisfactory in its reasonable
discretion.
2. Guaranty to be Absolute. Guarantor expressly agrees that until (a) this Guaranty is released
pursuant to the terms hereof, or (b) the Obligations are paid and performed in full and each and every term,
covenant, and condition of this Guaranty is fully performed, Guarantor shall not be released by or because of:
2.1 Any act or event which might otherwise discharge, reduce, limit, or modify Guarantor's
obligations under this Guaranty, other than force majeure provisions under the Construction Documents; or
2.2 Any waiver, extension, modification, forbearance, delay or other act or omission of City, or its
failure to proceed promptly or otherwise as against Guarantor or any security.
Guarantor hereby acknowledges that absent this Section, Guarantor might have a defense to the
enforcement of this Guaranty as a result of one or more of the foregoing acts, omissions, agreements, waivers, or
matters. Subject to the exceptions stated above, Guarantor hereby expressly waives and surrenders any defense
to any liability under this Guaranty based upon any of such acts, omissions, agreements, waivers or matters. It is
the purpose and express intent of Guarantor that Guarantor's obligations under this Guaranty are and shall be
absolute, unconditional, and irrevocable.
3. Guarantor's Waivers. Except as may be prohibited by applicable law, Guarantor waives.
3.1. Any defense based on any release, discharge, modification, impairment or limitation arising by
operation of law or from any bankruptcy or other voluntary or involuntary proceeding, in or out of court, for the
adjustment of debtor-creditor relationships,including any proceeding under the Bankruptcy Reform Act of 1978,
as amended or recodified (the `Bankruptcy Code"), or under any other present or future state or federal Iaw
regarding bankruptcy,reorganization or other relief to debtors (collectively,the "Debtor Relief Law") (any such
proceeding referred to as an"Insolvency Proceeding");
3.2. Any defense based upon any legal disability or other defense of Guarantor or General Contractor,
any other guarantor or other person,or by reason of the cessation or limitation of the liability of Owner or General
Contractor from any cause other than full completion of the Construction Documents;
3.3. Any and all rights and defenses arising out of an election of remedies by City, even though that
election of remedies may destroy Guarantor's rights of subrogation and reimbursement against the principal.
3.4. Any defense based upon any statute or rule of law which provides that the obligation of a surety
must be neither larger in amount nor in any other respects more burdensome than that of a principal;
3.5. Presentment, demand, protest and notice of any kind;
3.6. Any right to require City to institute suit or exhaust remedies against Guarantor or General
Contractor or others liable for any of the Obligations;
3.7. Without limiting the generality of the foregoing or any other provision hereof, Guarantor further
expressly waives to the extent permitted by law any and all rights and defenses, including without limitation any
rights of subrogation, reimbursement, indemnification and contribution, which might otherwise be available to
Guarantor provided such waiver is solely for the benefit of City and no other party may rely on same; and
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3.8. No provision or waiver in this Guaranty shall be construed as limiting the generality of any other
provision or waiver contained in this Guaranty.
4. Revival and Reinstatement. If all or any portion of the Obligations are paid, the obligations of Guarantor
hereunder shall continue and shall remain in full force and effect in the event that all or any part of such payment
is avoided or recovered directly or indirectly as a preference, fraudulent transfer or otherwise under the
Bankruptcy Code or under any other Debtor Relief Law or other similar laws, regardless of(a) any notice of
revocation given by Guarantor prior to such avoidance or recovery, or (b) full performance of all of Obligations.
If City is required to pay, return, or restore to any person any amounts previously paid on any of the Obligations
because of any Insolvency Proceeding, the obligations of Guarantor shall be reinstated and revived and the rights
of City shall continue with regard to such amounts, all as though they had never been paid.
5. Representations, Warranties and Covenants of Guarantor. Guarantor hereby represents, warrants, and
covenants that:
5.1 This Guaranty is duly authorized and valid,and is binding upon and enforceable against Guarantor.
5.2 Guarantor will derive a material and substantial benefit, directly or indirectly, from the making of
this Guaranty by Guarantor.
5.3 Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will
not cause Guarantor to be, in violation of or in default with respect to any law or in default, or at risk of
acceleration of indebtedness, under any agreement or restriction by which Guarantor is bound or affected.
5.4 After giving effect to this Guaranty, Guarantor is solvent, is not engaged or about to engage in
business or a transaction for which the property of Guarantor is an unreasonably small capital, and does not intend
to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature. In addition,
Guarantor has not and will not, without the prior written consent of City, sell, lease, assign, encumber,
hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor's assets or any interest therein,
other than in the ordinary course of Guarantor's business.
5.5 Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the
Obligations in full without assistance or support from the General Contractor or any other entity or person.
5.6 Guarantor has reviewed all of the terms and provisions of the Construction Documents and plans
and specifications addressed in Section 1.1, and all other documents evidencing the Obligations.
5.7 Guarantor has established adequate means of obtaining from sources in addition to City, on a
continuing basis, financial and other information pertaining to General Contractor's financial condition, the
progress of renovation of the Required Improvements, and the status of General Contractor's performance of
obligations under the Construction Documents, and City has made no representation to Guarantor as to any such
matters.
5.8 GUARANTOR WILL INDEMNIFY CITY FROM ANY LOSS, COST OR EXPENSE AS A
RESULT OF ANY REPRESENTATION OR WARRANTY OF THE GUARANTOR BEING FALSE,
INCORRECT, INCOMPLETE OR MISLEADING IN ANY MATERIAL RE,SPECT.
6 Events of Default. City may declare Guarantor to be in default under this Guaranty upon the occurrence
of any of the following events (each an"Event of Default"):
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New Leaf Community Services—Quail Trail Apartments Rev. 07.29.2020
6.1 Guarantor fails to perform any of the Obligations under this Guaranty subject to prior written
notice and 30 days to remedy such default; or
6.2 Any representation or warranty made or given by Guarantor to the City proves to be false or
misleading in any material respect or ceases to be true in any material respect; provided Guarantor shall have.20
days to remedy such default after notice from City; or
6.3 Guarantor becomes insolvent or the subject of any Insolvency Proceeding that is not dismissed
within 90 days.
7 Authorization;No Violation. Guarantor is authorized to execute,deliver and perform under this Guaranty,
which is a valid and binding obligation of Guarantor. No provision or obligation of Guarantor contained in this
Guaranty violates any applicable law,regulation or ordinance, or any order or ruling of any court or governmental
agency. No such provision or obligation conflicts with, or constitutes a breach or default under, any agreement to
which Guarantor is a party. No consent, approval or authorization of or notice to any person or entity is required
in connection with Guarantor's execution of and obligations under this Guaranty.
S. Additional and Independent Obligations. Guarantor's obligations under this Guaranty are in addition to
its obligations under any other existing or future guaranties, each of which shall remain in full force and effect
until it is expressly modified or released.
9. No Waiver; Consents; Cumulative Remedies. Any claimed waiver of City shall be in writing, and no
waiver shall be construed as a continuing waiver. No waiver shall be implied from City's delay in exercising or
failure to exercise any right or remedy against Guarantor or any security. Consent by the City to any act or
omission by Guarantor shall not be construed as consent to any other or subsequent act or omission,or as a waiver
of the requirement for the City's consent to be obtained in any future or other instance. All remedies of City
against Guarantor are cumulative.
10. Release. Upon full and final performance of the Obligations, Guarantor is released from this Guaranty.
11. Successors and Assigns. The terms of this Guaranty shall bind and benefit the successors, and assigns of
Guarantor;provided, however,that Guarantor may not assign this Guaranty, or assign or delegate any of its rights
or obligations under this Guaranty,without the prior written consent of City in each instance.
12. Notices. All notices given under this Guaranty shall be in writing and be given by personal delivery,
overnight receipted courier (such as FedEx), or by certified United States mail,postage prepaid, sent to the party
at its address appearing below its signature. Notices shall be effective upon the first to occur of(a) receipt, (b)
when proper delivery is refused, or (c) the expiration of five (5) business days after deposit in certified United
States mail as described above. Addresses for notice may be changed by any party by notice to any other party in
accordance with this Section.
13. _Governing Law; Jurisdiction; Venue. This Guaranty shall be governed by, and construed in accordance
with, the laws of the State of Texas, without reference to principles of conflicts of laws. Guarantor (a) consents
to the jurisdiction of any Federal or State Court within Tarrant County,Texas, (b) submits to venue in any Federal
or State Court within Tarrant County, Texas, and (c) consents to service of process by any means authorized by
Texas law. Without limiting the generality of the foregoing, Guarantor hereby waives and agrees not to assert by
way of motion,defense,or otherwise in such suit, action,or proceeding, any claim that(i)Guarantor is not subject
to the jurisdiction of the state courts of the above-referenced state or the United States District Courts in Tarrant
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County,Texas; (ii)that such suit, action, or proceeding is brought in an inconvenient forum; or(iii)that the venue
of such suit, action, or proceeding is improper.
14. Enforceability. Guarantor acknowledges that Guarantor has had adequate opportunity to carefully read
this Guaranty and to seek and receive legal advice from skilled legal counsel of Guarantor's choice in the area of
financial transactions of the type contemplated herein prior to signing it. Guarantor hereby acknowledges that:
(a) the obligations undertaken by Guarantor in this Guaranty are complex in nature, and (b) numerous possible
defenses to the enforceability of these obligations may presently exist and/or may arise hereafter. City has
specifically bargained for the waiver and relinquishment by Guarantor of all such defenses. Given all of the above,
Guarantor does hereby represent and confirm to the City that Guarantor is fully informed regarding, and that
Guarantor does thoroughly understand: (i)the nature of such possible defenses,(ii)the circumstances under which
such defenses may arise, (iii) the benefits which such defenses might confer upon Guarantor, and (iv) the legal
consequences to Guarantor of waiving such defenses. Guarantor acknowledges that Guarantor makes this
Guaranty with the intent that this Guaranty and all of the informed waivers herein shall each and all be fully
enforceable by City, and that City is induced to enter into this transaction in material reliance upon the presumed
full enforceability thereof.
15. Miscellaneous. This Guaranty may be executed in counterparts, and all counterparts shall constitute but
one and the same document. The illegality or unenforceability of one or more provisions of this Guaranty shall
not affect any other provision. Time is of the essence in the performance of this Guaranty by Guarantor.
16. Integration; Modifications. This Guaranty (a) integrates all the terms and conditions mentioned in or
incidental to this Guaranty, (b)supersedes all oral negotiations and prior writings with respect to its subject matter,
and (c) is intended by Guarantor and City as the final expression of the agreement with respect to the terms and
conditions set forth in this Guaranty and as the complete and exclusive statement of the terms agreed to by
Guarantor and City.No representation,understanding,promise or condition shall be enforceable against any party
hereto unless it is contained in this Guaranty. This Guaranty may not be modified except in a writing signed by
both City and Guarantor.No course of prior dealing,usage of trade,parol or extrinsic evidence of any nature shall
be used to supplement, modify or vary any of the terms hereof.
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IN WITNESS WHEREOF, the parties hereto have executed this Guaranty as of the date first above
written.
GUARANTOR
By:
Mailing Address:
r 1
CITY
CITY OF FORT WORTH
By:
Assistant City Manager
Address:
200 Texas Street
Fort Worth, Texas 76102
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Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FORTTII
DATE: 2/4/2020 REFERENCE M&C 20-0062 LOG NAME: 19NEW LEAF QUAIL TRAIL
NO.: APTS
CODE: C TYPE: NOW PUBLIC NO
CONSENT HEARING:
SUBJECT. Authorize Change of Use and Expenditure of HOME Investment Partnerships Program
Grant Funds in the Amount of$500,000.00 to New Leaf Community Services or
an Affiliate in the Form of a Forgivable Loan for the Development of the Quail Trail
Apartments Located at 4444 Quail Trail, Authorize the Execution of Related Contracts,
and Authorize a Substantial Amendment to the City's 2018-2019 Action Plan and
Substitution of Funding Years (COUNCIL DISTRICT 2)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize a Substantial Amendment to the City's 2018-2019 Action Plan contingent upon
successful completion of the federal public comment period;
2. Authorize the substitution of current and prior funding years in order to meet commitment,
disbursement, and expenditure deadlines for grant funds from the United States Department of
Housing and Urban Development;
3. Authorize a change in use and expenditure of HOME Investment Partnerships Program grant funds
in the amount of$500,000.00 to New Leaf Community Services or an affiliate in the form of a
forgivable loan for the development of the Quail Trail Apartments located at 4444 Quail Trail
contingent upon successful completion of the federal public comment period;
4. Authorize the City Manager or his designee to execute a contract with New Leaf Community
Services or an affiliate for HOME Investment Partnerships Program Grant funds in the amount of
$500,000.00 in the form of a forgivable loan for a three year term beginning on the date of execution of
the contract;
5. Authorize the City Manager or his designee to execute all other related contracts or documents
necessary for lending activities;
6. Authorize the City Manager or his designee to extend the contract for the HOME funds for two one-
year extensions if such extensions are necessary for completion of the project, and to extend the other
contracts for lending activities as necessary for the development of the project; and
7. Authorize the City Manager or his designee to amend the contracts if necessary to achieve project
goals provided that the amendments are within the scope of the project and in compliance with City
policies and applicable laws and regulations governing the use of federal grant funds.
DISCUSSION:
On August 7, 2018, the City Council authorized $500,000.00 of HOME Investment Partnerships
Program (HOME) grant funds to Tarrant County Samaritan Housing, Inc. (Samaritan House)for the
acquisition and rehabilitation of an existing facility located at 601 West Terrell (M&C G-19378). The
proposed 70-unit project consisteed of 20 Permanent Supportive Housing (PSH) units and 50
transitional respite care units for homeless and indigent individuals discharged from the hospital who
need recovery services to recuperate. Recovery services would be medical case management, social
work case management, transportation assistance, substance abuse counseling, nutrition counseling,
three meals a day, and access to educational services. However Samaritan House lost its option to
purchase the facitly in the pre-development phase because the owner of the real property exited the
project . In addition there was a funding shortfall for Project Based Vouchers (PBVs) in Tarrant
County in 2019 which eliminated PBVs as a funding source for construction and operation of PSH
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projects. Samaritan House is exploring other real estate and financing options for its PSH project and
has agreed to the City reallocating the HOME funds . Staff will bring forward a proposed allocation of
HOME funds for the development of a PSH project by Samaritan House at a later date for Council's
consideration .
In August 2019, New Leaf Community Services submitted an application to Neighborhood Services
requesting $500,000.00 in HOME funds for the development of a PSH project to be known as the
Quail Ridge Apartments to be located at 4444 Quail Trail. The project will consist of 48 PSH units in
12 single story quadraplexes. Community amenities include free laundry, community room, green
space, and case management offices. The Fort Worth Housing Finance Corporation, First
Presbyterian Church, and several foundations have agreed to offer additional financial support to the
project. The project will serve chronically homeless individuals with disabilities who are at or below
30\% of Area Median Income set by the U.S. Department of Housing and Urban Development (HUD).
This project will support the City's goal of ending chronic homelessness.
Staff presented the project and the proposed reallocation of the HOME funds to the Community
Development Council (CDC) at its meeting held on December 18, 2019. The CDC approved moving
the HOME funds from the Samaritan House PSH project to the New Leaf Community Services PSH
project.
Staff recommends execution of a contract with New Leaf Community Services or an affiliate for a
forgivable loan of HOME funds in the amount of$500,000.00 on the following terms and conditions:
Loan Terms:
1. Loan term to commence on execution of loan documents and terminate at the end of the 20 year
Affordability Period defined in the contract. Loan will be forgiven at the end of the Affordability Period
provided that borrower has complied with all of the all the terms of the contract and the loan
documents;
2. Performance of the HOME requirements and payment of the HOME loan, if required, will be
secured by a deed of trust and HOME Deed Restrictions on the real property through the Affordability
Period;
3. Interest rate of zero percent so long as borrower complies with all of the terms of the contract and
loan documents;
4. HOME loan to be subordinate to any financing provided by Fort Worth Housing Finance
Corporation. HOME loan may also be subordinated to other financing if such financing meets
appropriate underwriting criteria, City policies and applicable HOME requirements; and
5. Designate HOME-assisted units according to the HOME regulations with a 20 year Affordability
Period.
The expenditure of HOME funds is conditioned upon the following_
1. Satisfactory underwriting in accordance with federal guidance for use of HOME funds and City
policies for funding of PSH units;
2. All financing including any grants to be acceptable to City to show long term viability of the project;
3. Satisfactory completion of an environmental review pursuant to 24 CFR Part 58; and
4. Receipt of authorization to use grant funds from HUD; and
5. Closing on all other financing for the project.
The project will benefit low income citizens by providing them with quality, accessible, affordable
housing. A public comment period on the Substantial Amendment to the 2018-2019 Action Plan,
including the intent to change use and expend HOME funds, was held from November 11, 2019 to
December 10, 2019. Any comments are maintained by the Neighborhood Services Department in
accordance with federal regulations.
This project is located in COUNCIL DISTRICT 2.
FISCAL INFORMATION/CERTIFICATION:
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The Director of Finance certifies that upon approval of the above recommendations, funds will be
available in the current operating budget, as appropriated, of the Grants Operating Federal Fund. The
Neighborhood Services Department is responsible for verifying sufficiency of funding before
disbursement. The Neighborhood Services Department is responsible for requesting all
reimbursements and will verify funding availability prior to incurring any expense.
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID I ID I I Year Chartfield 2
FROM _
ffF-'6epartment Account Project Program Activity Budget Reference# Amount
ID ID Year I (Chartfield 2)
Submitted for City Manager's Office by_ Fernando Costa (6122)
Originating Department Head: Victor Turner(8187)
Additional Information Contact: Chad LaRoque (2661)
Leticia Rodriguez (7319)
ATTACHMENTS
A- Map.pdf
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