HomeMy WebLinkAboutContract 54581 CSC No.54581
STATE OF TEXAS §
COUNTY OF TARRANT §
This contract ("Contract") is made and entered into by and between the City of Fort Worth
("City") and FW Casa De Esperanza, LP ("Developer"), a Texas limited partnership. City and
Developer may be referred to individually as a"Party" and jointly as "the Parties."
The Parties state as follows:
WHEREAS, City has received funding through the Coronavirus Aid, Relief, and Economic
Security Act ("CARES Act"), Title V ("CARES Funds"), to provide emergency assistance and
health care response for individuals, families, and businesses affected by the COVID-19 pandemic;
WHEREAS, the U.S. Centers for Disease Control and Prevention ("CDC") have noted that
congregate living situations such as homeless shelters and large encampments pose a greater risk of
COVID-19 spreading and has issued recommendations that emergency homeless shelters should
reduce density/decompress to allow for safe distancing of homeless clients;
WHEREAS, CDC additionally recommends, "Protective housing for people who are at
highest risk of severe COVID-19," including those over 65 years old and those with specific
underlying health conditions, particularly chronic lung disease or moderate/severe asthma, serious
heart conditions, immunocompromised, severe obesity, diabetes, chronic kidney disease and liver
disease;
WHEREAS, permanent supportive housing ("PSH") combines long term rental assistance
with case management for individuals who have been homeless for over a year and are disabled,with
PSH clients requiring ongoing case management and assistance to remain housed;
WHEREAS,there has been significant homeless system funding provided to the City and the
Tarrant County Homeless Coalition through the United States Department of Housing and Urban
Development's ("HUD")Emergency Solutions Grants("ESG Funding")due to COVID 19,but this
funding is limited to basic housing assistance only and cannot be used does not address the need for
PSH;
WHEREAS, in view of the CDC recommendations and the lack of ESG Funding for PSH,
the City desires to use funding provided under the Coronavirus Aid, Relief, and Economic Security
Act ("CARES Act"), Title V ("CARES Funds") to create 119 new units of PSH to provide
protective housing for high risk COVID vulnerable households to be known as Casa De Esperanza
(the"Project");
WHEREAS, Developer is an affiliate of Housing Authority of the City of Fort Worth, Texas,
dba Fort Worth Housing Solutions ("FWHS")controlled by FWHS and owned directly or indirectly
by FWHS(99.99%)and its development partner(00.01%),OP Esperanza SLP,LLC,a Texas limited
liability company ("Ojala Partner");
OFFICIAL RECORD
CITY SECRETARY
CARES CONTRACT Page 1
FT. WORTH, TX
WHEREAS, FWHS, as lessor, will enter into a lease agreement (the "Project Lease") with
Developer;
WHEREAS, FWHS and affiliates of Ojala Partner have experience developing permanent
supportive housing and/or affordable housing units;
WHEREAS, City has agreed to lend, and Developer has agreed to accept, a forgivable,
nonrecourse loan of City CARES Funds in the amount of$9,250,000 (the "Loan"), pursuant to the
requirements of the CARES Act and in accordance with this Contract, for the purpose of assisting
Developer in developing the Project("CARES Contract");
WHEREAS, as a condition to City making the Loan, Developer must agree to comply with
certain occupancy,rent and other restrictions for a period of time in order to comply with the CARES
Contract, and agrees to impose on the Project certain covenants and restrictions that will burden the
hereinafter described real property so that the Project will meet the CARES Act requirements
("CARES Requirements"); and
WHEREAS, the City Council have determined that the development of COVID-vulnerable
permanent supportive housing is needed for City citizens.
NOW, THEREFORE, in consideration of the mutual covenants and obligations and
responsibilities contained herein, including all Exhibits and Attachments, and subject to the terms
and conditions hereinafter stated, the Parties understand and agree as follows:
1. INCORPORATION OF RECITALS.
City and Developer hereby agree that the recitals set forth above are true and correct and
form the basis upon which the Parties have entered into this Contract.
2. DEFINITIONS.
In addition to terms defined in the body of this Contract,the following terms shall have the
definitions ascribed to them as follows:
Accessible Units means units accessible to handicapped tenants. Developer must comply with
Section 504 requirements and all other applicable Federal accessibility requirements.
Section 504 requires 5% of the dwelling units, or at least six units, to be accessible for
persons with mobility disabilities. An additional 2% of the dwelling units, or at least three
units, must be accessible for persons with hearing or visual disabilities.
Act means the Coronavirus Aid, Relief, and Economic Security Act, 116 P.L. 136, 2020 Enacted
H.R. 748, 116 Enacted H.R. 748, 134 Stat. 281.
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, as it may be amended from time to time.
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CARES Approval and Consent Procedure means in each case where City's approval or consent
is required, City shall communicate in writing its approval, consent or disapproval, within 7 days
of Developer's submittal of Complete Documentation or all necessary documents to City;
provided, however, that City shall notify Developer of deficient submittals within 2 business days
of the receipt of the submittal. City's failure to communicate approval or consent, or its
disapproval, within said 5-day period shall be deemed approval. In the event of disapproval, City
shall provide detailed written comments regarding the reason(s) for disapproval and what is
required for approval, and Developer shall be allowed to cure and resubmit.
CARES Eligible Household means a household with a person who is (a) COVID vulnerable in
accordance with CDC guidelines at the time of lease and (b) documented in HMIS to have (i)
chronicity of homelessness, meaning over one year continuously homeless or four episodes of
homelessness over three years that cumulatively total over one year as evidenced by shelter bed
check-ins in shelters in the Fort Worth/Arlington/Tarrant and Parker County HMIS area or street
outreach team notes for unsheltered, and(ii) a Verification of Disability.
CARES Funds means the CARES Title V Program funds supplied by City to Developer under
the terms of this Contract.
CARES Unit means a housing unit subject to this Contract with a CARES Eligible Household as
tenant for the duration of the Performance Period as further described in Exhibit "A" — Project
Summary. This Project contains 100% CARES Units.
Closing means the closing of the Loan.
Complete Documentation means the following documentation as applicable:
1. Attachments I and II of Exhibit"F"—Draw Forms,with supporting documentation as
follows:
Proof of expense: invoices, leases, service contracts or other documentation
showing the nature of the cost and that payment is due by Developer.
2. Other documentation: (i) lien releases (conditional or final, as applicable, depending on
the stage of construction) signed by the general contractor or first tier subcontractors, if
applicable; (ii)copies of all City permits and City-issued"pass"inspections for such work;
(iii) documentation to show compliance with BDE or DBE bidding process for
procurement or Contract activities, if applicable; (iv) proof of contractor, subcontractor
and vendor eligibility as described in Section 6.6; and(v) any other documents or records
reasonably necessary to verify costs spent for the Project.
3. Complete Documentation shall comply in all material respects with the standards
described in Exhibit "J" — Standards for Complete Documentation; provided,
however,City acknowledges that extreme time pressure to achieve Completion may result
in immaterial deviations from the Standards for Complete Documentation and such shall
be acceptable.
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Completion means the substantial completion of the Required Improvements as evidenced by a
Neighborhood Services Department Minimal Acceptable Standard Inspection report,and any other
applicable final inspection approval (consistent with current City building ordinance approvals)
from the City showing that the Required Improvements have met City and federal standards,
including, without limitation, 24 CFR 92.251, and as otherwise described in this Agreement.
Completion Deadline means December 18, 2020, subject to any extension of the CARES Act
deadline of December 30, 2020 for incurring expenses. Such extension will be automatic,provided
that any such extension shall, as soon as practicable,be memorialized in writing and signed by City
and Developer.
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 CARES Requirements, 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"—Loan Documents.
Deed Restriction means the recorded deed restriction, covenant running with the land, or
agreement restricting the use of the Property, which imposes the Performance Requirements
beginning after Completion, 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.
Directions Home means the homelessness unit in the City Manager's Office.
Draw Request means all reports and other documentation described in Section 10.
Effective Date means the date of execution by the last of the Parties of this Contract.
HMIS means the Homeless Management Information System, implemented by the Fort
Worth/Arlington/Tarrant and Parker County Continuum of Care TX-601.
Loan means the CARES Funds provided to Developer by City under the terms of this Contract as
more particularly described in the Loan Documents.
Loan Documents means the City's Promissory Note and Deed ofTrust executed by Developer
evidencing, securing or guaranteeing City's interest in the Required Improvements constructed
under this Contract and further evidencing, securing, or guaranteeing Developer's performance of
the Performance Requirements during the Performance Period, including the Deed Restriction, all
as the same may from time to time be extended, amended, restated, supplemented or otherwise
modified.
Neighborhood Services Department means the City's Neighborhood Services Department.
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Performance Period means the period of time that CARES Units must be leased to CARES
Eligible Households.
The Performance Period for this Project is 20 years. The Performance Period begins on the
date that the Project is issued a certificate of occupancy.
Performance Requirements means the CARES Units remain occupied by CARES Eligible
Households throughout the Performance Period in accordance with the terms of this Contract and
the CARES Requirements.
Permanent Supportive Housing Program or PSH Program means low barrier affordable
housing combined with long term rental assistance with supportive services and case management
for individuals who have been homeless for the required time and are disabled, with PSH clients
requiring supportive services by the Supportive Services Provider as further described in Exhibit
"O"—Requirements for Permanent Supportive Housing Units.
Permanent Supportive Housing Tenant or PSH Tenant means a tenant of the CARES 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 by City, which
amendment approval shall not be unreasonably withheld, conditioned, or delayed, and shall be
subject to the CARES Approval and Consent Procedure.
Promissory Note means any note in the amount of the CARES 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 Exhibit"K" - Property Description and as 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.
Required Improvements or the Project means all the improvements and renovations necessary for
a 119-unit PSH multifamily rental housing project 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 Casa de Esperanza. The
current street address of the Project is 3804 Tanacross Drive, , Fort Worth, TX 76137.
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.
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Subordination Agreement means any subordination agreement among any commercial lender,
as senior lender, supplying construction or permanent financing for the Project and Developer and
City, as junior lender, outlining the relative priorities of any construction or permanent 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, collectively, the following: Presbyterian Night Shelter of Tarrant County Inc.; My
Health, My Resources of Tarrant County; Tarrant County Hospital District dba JPS Health
Network.
Tenant Documentation means the HMIS documentation for the tenant of a CARES Unit.
3. TERM,
3.1 Term of Contract.
a. The term of this Contract commences on the Effective Date and terminates in 1 year
unless earlier terminated as provided in this Contract.
3.2 Term of Loan.
The term of the Loan shall commence on the date of the Promissory Note and terminates on
the termination of the Performance Period, so long as the terms and conditions of this Contract and
the Loan Documents have been met.
4. DUTIES AND RESPONSIBILITIES OF CITY.
4.1 Provide CARES Funds. City shall provide $9,250,000.00 of CARES Funds in the
form of the Loan for the acquisition of the Property and the construction of the Required
Improvements, under the terms and conditions of this Contract and the Loan Documents.
4.2 City Will Monitor. City will monitor the activities and performance of Developer
and any of its contractors, subcontractors or vendors throughout the Performance Period, but no less
than annually in accordance with the provisions of Section 8.3 below.
5. DUTIES AND RESPONSIBILITIES OF DEVELOPER
5.1 Purchase of Property.
5.1.1 Contract for Purchase. Developer represents that Developer presently has
executed binding contracts for the acquisition or control of all of the
Property. Developer shall continue to make reasonable efforts to acquire
the Property.
5.1.2 Due Diligence. Prior to the closing of the acquisition of the Property,
Developer shall perform testing and inspections to ascertain the physical
condition of the Property and the improvements thereon, including (i) an
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appraisal of the fair market value of the Property by an independent third
party appraiser for equal to or greater than the sales price of the Property,
(ii) a Phase I Environmental Assessment ("Phase I"), and, if indicated as
necessary by the Phase I, a Phase II Environmental Assessment; (iii) a
property condition report regarding the physical condition of the
improvements on the Property; (iv) a survey consisting of a plat and field
notes performed by a registered public surveyor reflecting the actual
dimensions of and the total number of square feet of the building(s) on the
Property and identifying any encumbrances or easements by reference to
applicable recording data; and (v) a title insurance commitment for an
owner's and lender's title insurance policy issued by a title insurance
company. The Phase I Environmental Site Assessment and, if applicable,
Phase II Environmental Site Assessment and survey obtained by Developer
for the Property shall be provided as soon as practicable to City for review
and approval, which approval shall not be unreasonably withheld,
conditioned or delayed, and shall be subject to the CARES Approval and
Consent Procedure. Notwithstanding any provision of this Contract to the
contrary, any reference to 24 CFR is intended only to be in reference to an
example, or model rule, and the parties stipulate that compliance with 24
CFR is not required.
5.13 Closing. The acquisition of the Property shall occur through a title company
and shall be simultaneous with the Closing. City shall not delay Closing.
Developer shall be provided a special warranty deed or general warranty
deed that is satisfactory for insuring title.
5.1.3.1 As a condition to Closing, if rezoning is required, Developer
shall apply for and obtain the approvals necessary to change the
zoning classification of the Property to allow for the use of the
Property as permanent supportive housing ("Zoning Change").
Developer shall make an application with the City of Fort Worth
for the Zoning Change. Developer agrees to pursue the approval
of the Zoning Change with reasonable diligence, and, in
connection therewith, City agrees to support such application,
cooperate fully with Developer, and take all actions reasonably
available to City to expedite the Zoning Change so long as the
Zoning Change is for construction of the Project; provided,
however, Developer acknowledges and agrees that the Zoning
Change is subject to the approval of the Fort Worth City Council.
In the event that the City Council disapproves the Zoning
Change, this Contract will automatically terminate.
MA Role of Affiliates. As referenced in the Recitals that are a part of this
Contract,FWHS,as lessor,will enter into the Project Lease with Developer,
and the Project Lease will require Developer to perform all of the
obligations, fulfill all of the responsibilities, incur all of the costs, and
assume all of the liabilities of Developer under this Contract. However,City
acknowledges and agrees that, without releasing Developer from any
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obligation under this Contract, (i) City will for all purposes accept
performance by FWHS, Ojala Partner, or their affiliates in accordance with
this Contract as performance by Developer and (ii) all provisions of this
Contract which provide for payment or reimbursement to Developer for
costs and expenses incurred by Developer pursuant to this Contract shall be
deemed to include costs and expenses incurred by FHWS, Ojala Partner, or
their affiliates pursuant to this Contract (including, but not limited to, the
pre-development expenses of FHWS and Ojala Partner and their affiliates
incurred prior to the date of this Contract, but in furtherance of and in
accordance with the terms hereof). For example only, at Section 5.1.3.1 of
this Contract,wherein Developer is charged with applying for and obtaining
any necessary zoning change, that responsibility could be performed by
Developer, FWHS, Ojala Partner, or one of their affiliates and the City
would accept such performance if in accordance with the terms of this
Contract. For further example only, at Section 10.2.2 of this Contract,
wherein the City must be provided proof that each expense was paid or
charged to Developer, it would be deemed that the City must be provided
proof that each expense was paid or charged to Developer, FHWS, Ojala
Partner, or their affiliates in furtherance of and in accordance with this
Contract.
5.2 Construction of Required Improvements. Developer shall complete the
construction of the Required Improvements as described in Exhibit "A" — Project Summary in
substantial compliance with the Plans, the schedule set forth in Exhibit "C" - Construction and
Draw 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 inspections.
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. Such approval shall not be
unreasonably withheld, conditioned or delayed, and shall be subject to the
CARES Approval and Consent Procedure. City understands and agrees that
contractor pricing may reflect a reasonable premium due to the strict timeline
for Completion.
5.3 Use of CARES Funds.
53.1 Costs in Compliance with CARES Act and Contract. Developer shall be
reimbursed for eligible Project costs with CARES Funds upon City's reasonable
determination that:
5.3.1.1 Costs are eligible expenditures in accordance with the
CARES Act.
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5.3.1.2 Costs are in compliance with this Contract and are reasonable
and consistent with industry norms, subject to reasonable
premiums due to the strict timeline for Completion.
5.3.1.3 Complete Documentation, as applicable, is submitted by
Developer.
53.2 Budget. Developer agrees that the CARES Funds for the Required
Improvements will be paid on a draw basis in accordance with Exhibit`B"-Budget
and Exhibit "C" - Construction and Draw Schedule. Developer may increase or
decrease line item amounts in the CARES Funds Budget by up to 10% without the
Director's approval and by more than 10% with the Director's prior written
approval, which approval shall be in the Director's sole and reasonable discretion
and may not be unreasonably withheld, conditioned or delayed, and shall be subject
to the CARES Approval and Consent Procedure. Any such increase or decrease in
line items in the Budget shall comply in all material respects with Section 5.2.1,
Exhibit"A—Project Summary, and shall not increase the total amount of CARES
Funds.
533 Change in Budget. 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.
5.4 Payment of CARES Funds to Developer. CARES Funds will be disbursed to
Developer within 5 business days after submittal of Complete Documentation by Developer unless
City disapproves. Such approval shall not be unreasonably withheld, conditioned or delayed, and
shall be subject to the CARES Approval and Consent Procedure. It is expressly agreed by the Parties
that any CARES Funds in excess of the approved costs incurred by the Developer because of its
default hereunder and failure to timely cure the default after notice and cure as provided herein,
shall remain with City and shall be assessed by Developer and City for increases and decreases in
CARES Funds Budget line item amounts to provide appropriate reimbursement for Developer's
reasonable Project expenses.
5.5 Identify Project Expenses Paid with CARES Funds. Developer will keep
accounts and records in such a manner that City may readily identify and account for Project
expenses reimbursed with CARES 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 CARES Funds. Within 25 days after
Completion, Developer shall sign an acknowledgement that City has paid all CARES Funds due
under this Contract or shall deliver a document executed by an officer of Developer identifying all
or any portion of the CARES Funds that City has not paid to Developer. Once City has met all of its
obligations for payment of CARES Funds hereunder, an officer of Developer shall sign an
acknowledgement of same.
5.7. Security for Ci 's Interest and Developer's Performance. To secure City's
interest in the Required Improvements and the performance of Developer's obligations hereunder,
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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 CARES Funds will be paid
or reimbursed until the Deed of Trust and the Deed Restriction are recorded. The City's interest in
maintaining the Performance 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:
5.711 Execute and deliver the Deed Restriction, the Promissory
Note and Deed of Trust.
5.712 Cause the title company to provide City with a Loan Policy of
title insurance in the amount of the Loan.
5.713 Pay for the Loan Policy and all recording fees associated with
Closing the Loan.
5.71A Cause the title company to provide City with an estimated
settlement statement from the title company at least 3 business
days before Closing.
5.715 Ensure City's lien is not subordinate to any lien. City must
approve in writingany secured financing for the Project that
is to be subordinate to the Loan, and such approval shall not
be unreasonably withheld, conditioned or delayed and shall
be subject to the CARES Approval and Consent Procedure.
5.71:6 The term of the Loan shall be as specified in Section 3.2.
5.71.7 No interest shall accrue on the CARES Loan provided that
Developer complies in all material respects with the terms and
conditions of this Contract and the Loan Documents.
5.718 The Loan is a forgivable deferred payment loan. The Loan
will be forgiven provided that (i) the Project is operated as
PSH housing in accordance with the terms of this Contract,
and (ii) Developer is not otherwise in default of the Loan
terms or Contract provisions beyond applicable notice and
cure periods. Developer and City may renegotiate the Loan at
any time to provide for prepayment or other changes in terms,
subject to all necessary Fort Worth City Council approvals.
5.719 The Deed Restriction shall remain in effect for the entire
Performance Period to secure Developer's performance of the
Performance Requirements and all provisions of this Contract
pertaining to the CARES Program.
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5.7110 Any subordinate financing other than that approved herein or
otherwise by City, shall require the review and prior written
approval of City. Such approval shall not be unreasonably
withheld, conditioned or delayed, and shall be subject to the
CARES Approval and Consent Procedure.
5.7111 Failure by Developer to comply in all material respects
with this Section 5.7.1 will be an event of default under this
Contract and the Loan Documents.
5.8 Maintain Performance Requirements. Developer shall use commercially
reasonable efforts to ensure that the CARES Units shall be occupied by CARES Eligible
Households throughout the Performance Period. Developer must notify the City in writing within
30 days of either of the following occurrences: (i) a CARES Unit is leased to a tenant who is not a
CARES Eligible Household or (ii) a CARES Unit remains vacant for more than 90 days. In the
event that a CARES Unit is occupied by a tenant who is not a CARES Eligible Household,
Developer shall have 60 days to effect the filling of the unit with a CARES Eligible Household
(the Parties understand and agree that the timeline will require extension if eviction is necessary).
If either(i)or(ii)takes place and is not cured within the time limits described in this Section,
then as City's sole and exclusive remedy,Developer shall pay City as liquidated damages (i)
an amount equal to the rent of the ineligible tenant for the duration of the ineligible tenant's
tenancy,or if applicable,(ii)an amount equal to the rent for the time period the CARES Unit
remains vacant. The Parties agree that City's actual damages in the event of either (i) or (ii)
occurring and remaining uncured are uncertain and would be difficult to ascertain and may impact
the City's CARES grant. Therefore, the Parties agree that payment under this Section of the
amounts set forth above by Developer to City is liquidated damages and not a penalty.
Notwithstanding anything herein to the contrary, in the event of persistent or recurring failure by
Developer to lease a CARES Unit to a CARES Eligible Household or to fill a CARES Unit that is
vacant, City may pursue any and all remedies available to City after all applicable notice and
opportunities to cure by Developer set forth herein.
5.9 Reserved.
5.10 Performance Requirements Survive Transfer, The CARES Units must remain
affordable without regard to the term of any mortgage or transfer of ownership, pursuant to the
terms of the Loan Documents or the Deed Restriction. Any sale or transfer of the Project during
the Performance Period,excluding a transfer due to condemnation or to obtain utility services,may
at City's sole discretion require the repayment of the CARES Funds unless the new Developer or
transferee affirmatively assumes in writing the obligations established hereunder for the CARES
Units for whatever time remains of the Performance Period. Failure of the new Developer or
transferee to promptly assume all of Developer's obligations under this Contract (if not then
expired), the Loan Documents, and/or the Deed Restriction failure will result in City having the
right, but not the obligation, to terminate this Contract and, if terminated, any CARES 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
Developer or transferee fails to assume Developer's obligations to maintain the Performance
Requirements throughout the Performance Period.
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5.11 Completion of Required Improvements. Subject to Section 13.18, Developer
acknowledges that City will not pay any CARES Funds more than 30 days after the Completion
Deadline. If the Required Improvements are not completed by the Completion Deadline, the City
shall have the right in accordance with the Loan Documents and as set forth in Section 11.1.2,but
not the obligation, to require the repayment of the CARES Funds paid for the Project. However,
Developer may request City not require immediate repayment of the CARES Funds paid for the
Project and allow Developer to complete the Required Improvements with funds from sources
other than the City. The City, in its sole and reasonable discretion, may approve the request in
writing, provided that (i) the other funds are in an amount necessary to complete the Project, (ii)
the other funds available for immediate expenditure for the completion of the Project and(iii)City
approves a revised Construction Schedule.
6. CONSTRUCTION.
6.1 Construction Schedule. Developer will use commercially reasonable efforts to
construct the Required Improvements in accordance with the schedule set forth in the attached
Exhibit "C" — Construction and Draw Schedule. Developer shall not begin construction until
City sends a Notice to Proceed in the form required by City. Subject to Section 13.18,Developer's
failure to meet the Construction Schedule which is not cured within 30 days of City's written
notice of such failure or Developer's failure to meet the Completion Deadline shall be an event
of default. Subject to Section 13.18,Developer may not change the Construction Schedule without
the Director's prior written approval, which approval shall not be unreasonably withheld,
conditioned, or delayed, and shall be subject to the CARES Approval and Consent Procedure.
6.1.1 Written Cost Estimates. Construction Contracts and Construction
Documents. Developer shall furnish City with the written cost estimates,
construction contracts and construction documents (collectively, the "Construction
Documents") prior to the commencement of construction. Subject to the CARES
Approval and Consent Procedure (but in this case the City's response shall be due
in 3 business days,not 5 days),City shall review and approve written cost estimates
and determine that costs are reasonable prior to the commencement of construction.
Such approval shall not be unreasonably withheld,conditioned or delayed,and shall
be subject to the CARES Approval and Consent Procedure (but in this case the
City's response shall be due in 3 business days, not 5 days). The Construction
Documents shall describe the construction of the Required Improvements in
sufficient detail so that City can perform inspections.
6.1.2 Construction Inspections. City will conduct prompt progress and final
inspections of construction of the Project to ensure that the work is done in
accordance with the applicable building codes and in substantial compliance with
the Construction Documents. The construction of the Project must pass a
Neighborhood Services Department Minimal Acceptable Standard Inspection
report, and any other City-required inspections consistent with current City building
ordinances 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, which approval shall not be unreasonably withheld, conditioned or
delayed, and shall be subject to the CARES Approval and Consent Procedure.
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6.2 Annlicable Laws, Building Codes and Ordinances. The Plans and construction
for the Required Improvements shall (i) conform to all applicable Federal, State, City and other
local laws,ordinances,codes,rules and regulations,including the CARES Act; (ii)meet all current
City building codes; (iii) meet the Energy Conservation requirements as required by the State of
Texas in Chapter 13 of the International Building Code; and(iv)must pass an inspection by City's
Neighborhood Services Department inspectors. City shall cooperate with Developer in performing
all such approvals.
6.3 Property Standards for Rehabilitation. Developer shall ensure the Required
Improvements comply in all material respects with the following as applicable: (i) the Property
Standards in 24 CFR Part 92.251(b), (ii) accessibility standards under 24 CFR Part
92.251(b)(1)(iv), (iii) any City property standards, and (iv) all other applicable accessibility
standards for the Project.
6.4 Lead-Based Paint Requirements. Developer will comply in all material respects
with any applicable Federal lead-based paint requirements including lead screening in buildings
built prior to 1978 in accordance with 24 CFR Part 92.355 and 24 CFR Part 35, subparts A, B, J,
K,M,and R,and the Lead:Renovation,Repair and Painting Program Final Rule,40 CFR Part 745,
in the construction and/or rehabilitation of the Required Improvements.
6.5 Annroval of Plans and Specifications by City Not Release of Responsibility.
Approval of the Plans by City shall not constitute or be deemed (i) to be a release of the
responsibility or liability of Developer or any of its contractors or subcontractors, or their
respective officers, agents, employees and lower tier subcontractors, for the accuracy or the
competency of the Plans or the Construction Documents, including,but not limited to, any related
investigations, surveys, designs, working drawings and specifications or other documents; or (ii)
an assumption of any responsibility or liability by City for any negligent act, error or omission in
the conduct or preparation of any investigation, surveys, designs, working drawings and
specifications or other documents by Developer or any of its architects, contractors or
subcontractors, and their respective officers, agents, employees and lower tier subcontractors.
6.6 Contractor. Subcontractor and Vendor Requirements. Developer will use
commercially reasonable efforts to ensure that 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
Draw Request which includes invoices from any such contractor, subcontractor, or vendor.
Failure to submit such proofs of search shall be an event of default, if not cured within the
applicable notice or cure period. In the event that City determines that any contractor,
CARES CONTRACT Page 13
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 within 30 days after Completion and
all final approvals have been obtained.
6.8 Broadband Infrastructure Requirements. In compliance with the requirements
of 24 CFR Part 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
PERFORMANCE PERIOD.
7.1 Tenant Eligibility. The CARES Units shall be leased to a CARES Eligible
Household only.
7.2 Tenant Lease,
7.2.1 Developer shall submit to City the form of its tenant lease prior to leasing
any CARES Unit. Such lease shall comply in all material respects with the
provisions of 24 CFR Part
92.253 regarding the following issues:
7.2.1.1 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.
7.2.1.2 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.
7.2.1.3 Lease may not include agreement by the tenant to excuse
Developer or Developer's agents from responsibility for any
action or failure to act, whether intentional or negligent acts.
CARES CONTRACT Page 14
7.2.1.4 Lease may not authorize landlord to institute a lawsuit
without notice to the tenant.
7.2.1.5 Lease may not include agreement by tenant to waive a jury
trial or right of appeal.
7.2.1.6 Lease may not include an agreement by the tenant to be sued,
to admit guilt or to a judgment in favor of the Developer in
a lawsuit brought in connection with the lease.
7.2.1.7 Lease may not include an agreement by the tenant that the
Developer 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.
7.2.1.8 Lease may not include an agreement by the tenant to waive
the tenant's right to appeal or otherwise challenge in court a
court decision in connection with the lease.
7.2.1.9 Lease may not include an agreement by the tenant to accept
supportive services that are offered.
7.2.2 Termination of Tenancy of CARES Units. Developer may not terminate
the tenancy of a CARES Eligible Household in a CARES 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. To terminate or
refuse to renew the tenancy, Developer must serve written notice upon the tenant
specifying the grounds for the action at least 30 days before the termination of
tenancy.
7.23 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 in all material respects with the requirement of Section
7.3.1.
7.2A Tenant Household Characteristics. Developer shall provide City(i)proof
that each CARES Unit is leased to a CARES Eligible Household with the
information from HMIS regarding the tenant and(ii)a waiver from each tenant that
is in compliance with federal and state privacy laws that allows the disclosure of
tenant's disability information to City for the purposes of verification of eligibility
as a CARES Eligible Household.
CARES CONTRACT Page 15
7.3 Tenant Rent.
73.1 Rents charged to tenants of the CARES Units are subject to review and
approval by City, such approval not to be unreasonably withheld, conditioned or
delayed,and subject to the CARES Approval and Consent Procedure,at initial lease
up and prior to any rent increases.
73.2 Developer shall provide City annually with information on rents and
occupancy of the CARES Units. City shall review the rents for compliance and
approve or disapprove them every year, such approval not to be unreasonably
withheld, conditioned or delayed, and subject to the CARES Approval and Consent
Procedure.
733 Any increase in rents for the CARES Units is subject to the provisions of
any outstanding leases for said units.Developer shall provide tenants of the CARES
Units with not less than 30 days prior written notice before implementing any
increase in rents.
7.4 Tenant Selection Policy. Within 90 days of the Effective Date, Developer must
submit to City for City's approval, such approval not to be unreasonably withheld, conditioned or
delayed, and subject to the CARES Approval and Consent Procedure, Developer's tenant selection
policy and criteria. The tenant selection policy must be consistent with the purpose of providing
PSH. Tenant acceptance shall not have programmatic preconditions such as demonstration of
sobriety, completion of alcohol or drug treatment, or agreeing to comply with a treatment regimen.
Tenant selection policies shall be designed to "screen-in" rather than screen-out applicants with the
greatest barriers to housing, such as having no or very low income, poor rental history and past
evictions, or criminal histories (see HUD's Housing First in Permanent Supportive Housing Brief).
The tenant selection policy must provide for:
7A.1 Selection of tenants from referrals from Tarrant County Homeless Coalition's
Coordinated Entry list;
7A.2 Prompt written notification to any rejected applicant of the grounds for such
rejection;
7A3 Bi-lingual leasing and management assistance;
7AA Non-discrimination and compliance with all federal, state, and local laws;
7AS Address the lease requirements described in Section 7.3;
7A.6 Address managing CARES Unit requirements;
7A.7 Comply with state and local tenant/landlord laws; and
7A.8 No exclusion of holders of rental assistance subsidies(such as HUD's Housing
Choice Voucher or similar subsidy) from renting a unit in the Project if they
are eligible and referred through Coordinated Entry.
CARES CONTRACT Page 16
7.5 Property Inspections During Initial Lease-Up of CARES Units: Annual
Inspections of CARES Units. City shall inspect units in the Project before they are placed into
service. City shall inspect the CARES Units prior to a CARES Eligible Household occupying such
unit to ensure that each CARES Unit meets the appropriate CARES standards. Thereafter, City
will inspect the CARES Units annually, such inspection and the result of such inspection not to be
unreasonably withheld, conditioned or delayed, and subject to the CARES Approval and Consent
Procedure.
7.6 Project Maintenance and Inspections During Performance Period. Developer
shall ensure that the Project is maintained in a good and workmanlike manner and in accordance
with any applicable HUD property standards for the duration of the Performance Period. City will
verify maintenance of the Project to these standards through on-site inspections every year.
7.7 Violence Against Women Act Requirements.
7.7.1 As applicable, Developer shall comply in all material respects 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 5, Subpart L.
7.7.2 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.
7.73 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.
7.8 PSH Program. Units and Tenants. Developer acknowledges that it obtained an
allocation of CARES Funds from the City by committing to provide 119 CARES Units in the
Project. Developer is responsible for identifying long term funding to fill any gap to subsidize the
rents for the CARES 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 Supportive Services for the Project will be
managed in accordance with the requirements of Exhibit "O" — Requirements for Permanent
Supportive Housing Units.
7.8.1 Upon request by City, Developer agrees to furnish City with final,executed
copies of any contracts it has with agencies or third parties for vouchers or other
forms of rental assistance for the PSH Tenants.
CARES CONTRACT Page 17
8. ADDITIONAL REQUIREMENTS. Developer agrees to comply in all material respects
with the following:
8.1 Environmental Review. Pursuant to the September 2, 2020 supplement' to the
Treasury's Coronavirus Relief Fund Guidance for State, Territorial, Local, and Tribal
Governments dated April 22, 2020, the National Environmental Policy Act, 42 U.S.C. § 4321 et
seq does not apply to Treasury's administration of CARES Funds, therefore an environmental
review is not required for the Project.
8.2 Compliance with the Uniform Relocation Act. If applicable, Developer shall
comply with the relocation requirements of 24 CFR Part 92.353 and all other applicable federal and
state laws and City ordinances and requirements pertaining to relocation.
8.3 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 and Exhibit "H" — Federal Labor Standards Provisions - Davis-Bacon
Requirements.
8.4 Developer Procurement Standards. Developer shall use commercially
reasonable efforts to ensure that procurement of materials and services is done in a cost- effective
manner. Developer shall comply in all material respects with applicable federal, state and local
laws, regulations, and ordinances for making procurements under this Contract.
8.5 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.
8.6 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.
8.7 Uniform Administrative Requirements. Developer will comply in all material
respects 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.
8.8 Compliance with FFATA and Whistleblower Protections. Upon request by
City, Developer shall provide City with all necessary information for City to comply with the
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, 41 U.S.C. 4304 and 41 U.S.C. 4310.
'htlps://home.treasM.gov/system/files/I 3 6/Coronavirus-Relief-Fund-Frequently-Asked-
Questions.pdDutm medium=email&utm source=govdelivery
CARES CONTRACT Page 18
8.8.1 Developer shall provide City its DUNS number, if any, prior to the
payment of any CARES Funds.
8.9 Internal Controls. In compliance with the requirements of 2 CFR 200.303,
Developer shall:
8.9.1 Establish and maintain effective internal control over the CARES Funds that
provides reasonable assurance that Developer is managing the CARES 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");
8.9.2 Comply with federal statutes, regulations, and the terms and conditions of
this Contract;
8.9.3 Evaluate and monitor Developer's compliance with statutes, regulations
and the terms and conditions of this Contract;
8.9.4 Take prompt action when instances of noncompliance are identified
including noncompliance identified in audit findings; and
8.9.5 Take reasonable measures to safeguard protected personally identifiable
information and other information that City designates as sensitive or Developer
considers sensitive consistent with applicable federal, state, local and tribal laws
regarding privacy and obligations of confidentiality.
8.10 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. 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 shall be transferred by Developer as
required by federal law, regulations, or guidance. This provision shall not apply to copyright or
other intellectual property belonging to third parties such as architects and other design
professionals.
8.11 Terms Applicable to Contractors. Subcontractors and Vendors. Developer
understands and agrees that applicable terms of this Contract, whether regulatory or otherwise,
shall apply to contractors, subcontractors and vendors of Developer which are in any way paid
with CARES 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 Performance Requirements and the CARES Requirements during the Performance
Period.Developer shall monitor the services and work performed by its contractors, subcontractors
and vendors on a regular basis for compliance with the Performance Requirements,the CARES Act
and Contract provisions.Developer is responsible to cure all violations of the law committed by its
contractors, subcontractors or vendors while performing Developer-contracted activities with
CARES CONTRACT Page 19
respect to the Project. City maintains the right to insist on Developer's full compliance with the
material terms of this Contract and the CARES Act and Developer is responsible for such
compliance regardless of whether actions to fulfill the requirements of this Contract or the CARES
Act are taken by Developer or by Developer's contractors, subcontractors or vendors. Developer
acknowledges that the provisions of this Section shall survive the earlier termination or expiration
of this Contract and be applicable for the length of the Performance Period and for 5 years
thereafter.
8.12 Payment and Performance Bonds. 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, but not less than $1,471,820, the total amount of the construction hard costs on Exhibit
"B"-Budget.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 CARES Requirements. Any guarantee in favor of the City shall be in 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.
8.13 Compliance with CARES Requirements by Properiy Manager. Developer will
ensure that the property manager complies with the requirements outlined in Exhibit "N" —
CARES Requirements and will include those requirements as an exhibit to its property
management agreement.
9. RECORD KEEPING.REPORTING AND DOCUMENTATION REQUIREMENTS.
RIGHT TO AUDIT.
9.1 Record Keeping: Developer shall maintain a record-keeping system as part of its
performance of this Contract and shall promptly, after request by City, provide City with copies
of any document City reasonably deems necessary for the effective fulfillment of City's
monitoring and evaluation responsibilities. Specifically, Developer will keep or cause to be kept
an accurate record of all actions taken and all funds spent, with supporting and back-up
documentation as well as all Tenant Documentation. Developer will maintain all records and
documentation related to this Contract for 5 years after the end of the Performance Period. If any
claim, litigation, or audit related to this Contract or the Project is initiated before the expiration of
the 5-year period, the relevant records and documentation must be retained until all such claims,
litigation or audits have been resolved.
9.1.2 Access to Records. City representatives and any duly authorized officials
of the federal government will have full access to, and the right to examine,
audit, excerpt and/or transcribe any of Developer's records pertaining to all
matters covered by this Contract throughout the Performance Period and for
5 years thereafter. Such access shall be during regular business hours upon
at least 48 hours prior notice.
9.2 Reports. Unless the Parties have designated a form herein, Developer will submit
to City all reports and documentation described in this Contract in such form as City may
reasonably 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
CARES CONTRACT Page 20
Loan in such form and within such times as City may reasonably prescribe. Failure to submit any
material report or documentation to City required by this Contract shall be an event of
default and City may exercise all of its remedies for default under this Contract and the Loan
Documents. City shall not exercise its rights hereunder for default until its gives Developer 30
days' notice of such failure and Developer has failed to cure such default.
9.2.1 Additional Information. Developer shall provide City with additional
information as may be required by state or federal agencies to substantiate eligible
activities and/or expenditure eligibility.
9.3 Change in Forms. City retains the right to change forms (but not the Loan
Documents) at its reasonable discretion so long as such change does not impose any greater liability
or responsibility on Developer. City will notify Developer in writing at least 30 days prior to the
effective date of such change,and the Parties shall execute an amendment to the Contract reflecting
such change if necessary.
9.4 City Reserves the Right to Audit. City reserves the right to perform an audit of
Developer's Project operations and finances at any time during the term of this Contract and during
the Performance Period and for 5 years thereafter, if City determines that such audit is necessary
for City's compliance with the CARES Act 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, or a plan of action must be submitted to City by
Developer describing the actions to resolve such questions,within 30 business days after notice to
Developer of such questioned practice or expenditure. If questions are not resolved or action plans
are not submitted 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,
MISUSED OR MISAPPLIED CARES FUNDS, OR MISAPPROPRIATED CARES
FUNDS OR KNOWINGLY SPENT CARES 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 BECAUSE OF SUCH ACTIONS.
10. DRAW REQUIREMENTS. Developer shall provide City with Complete Documentation
and the following reports as shown in Exhibit"F"—Draw Forms with each Draw Request:
10.1 Attachment I — Invoice. This report shall contain the amount requested for draw
in the submitted request, and the cumulative amount requested to date (inclusive of the current
request).
10.2 Attachment II— Expenditure Worksheet. This report shall itemize each expense
requested for draw by Developer. In order for this report to be complete the following must be
submitted:
10.2.1 Invoices for each expense with an explanation as to how the expense
pertains to the Project, if necessary; and
CARES CONTRACT Page 21
10.2.2 Proof that each expense was paid by or charged to Developer, which proof
can be satisfied by invoices,receipts,cancelled checks, wire transfer documentation,
paid receipts or other appropriate banking documentation.
10.3 Deadline for Submitting Draw Requests. All Draw Requests along with
Complete Documentation shall be submitted by Developer to City by the deadlines as shown in
Exhibit"C"—Construction and Draw Schedule.
10.3.1 SUBJECT TO 13.18, CITY SHALL HAVE NO OBLIGATION TO
MAKE PAYMENT ON ANY DRAW REQUEST THAT IS NOT RECEIVED
IN SUBSTANTIAL ACCORDANCE WITH THE DEADLINES SHOWN IN
EXHIBIT "C"—CONSTRUCTION AND DRAW SCHEDULE.
10.3.2 SUBJECT TO 13.18, CITY SHALL HAVE NO OBLIGATION TO
MAKE PAYMENT ON ANY DRAW REQUEST THAT IS NOT RECEIVED
WITHIN 30 DAYS AFTER THE COMPLETION DEADLINE.
10.3.3 Final Payment. Developer shall not be reimbursed for Final Payment until
it submits Exhibit"G"—CARES Project Compliance Report: Rental Housing
to City.
10.4 Withholding Payment. CITY SHALL WITHHOLD PAYMENT ON ANY
PART OF A DRAW REQUEST THAT DOES NOT INCLUDE THE REQUIRED
COMPLETE DOCUMENTATION WITH REGARD TO THAT PART. City shall notify
Developer when it is withholding all or part of a payment due to lack of required Complete
Documentation as to the part withheld within 5 Business Days of Developer's submission of
a Draw Request.
11. DEFAULT AND TERMINATION.
11.1 Failure to Begin or Complete the Required Improvements
11.1.1 Subject to Section 13.18, If Developer fails to commence construction
within 7 days of the closing of the acquisition of the Property, City shall have the
right, but not the obligation, to terminate this Contract if Developer has not begun
construction within seven (7) days after Developer receives written notice from
City of its intention to terminate this Contract, without further warning or
opportunity to cure, and with no penalty or liability to City. Construction will be
commenced when Developer takes any affirmative action with respect to
construction of the Project.
11.1.2 If City determines that the Required Improvements were not completed by
the Completion Deadline (as may be modified in accordance with Sections 13.18)
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 within of seven (7) days after
Developer receives written notice from City of its intention to terminate this
CARES CONTRACT Page 22
Contract, with no penalty or liability to City and City shall also be entitled,but not
obligated, to demand repayment of the CARES 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 Draw Schedule, or if any report or documentation submitted as
part of Complete Documentation is not in compliance with this Contract or the
CARES Act, City will notify Developer in writing within 48 hours of the submission
and Developer will have 30 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 until such default is cured.If such failure continues for
an additional 10 days (a total of 40 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.
11.2.2 If any of Developer's Draw Requests are incomplete or otherwise not in
compliance with this Contract or the CARES Requirements, City will notify
Developer in writing of such default and Developer will have 30 calendar days from
the date of the written notice to resubmit any such Draw Request to cure the default.
If the Developer fails to cure the default within such time, City may withhold any
payments otherwise due under such Draw Request until such default is cured. If
such failure to resubmit such Draw Request continues for an additional 10 days (a
total of 40 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.
11.2.3 In the event of more than one instance of uncured default, 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 30 days
after City provides written notice of such intent to Developer,with no penalty
or liability to City, unless Developer cures all such defaults during the 30 day
period. 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 of the Loan Documents or this
Contract; (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.
CARES CONTRACT Page 23
11.2.4 Notwithstanding anything to the contrary herein, City will not be required
to pay any CARES Funds to Developer during the period that any Draw Requests,
are past due or, to the extent of noncompliance, are not in compliance with this
Contract or the CARES Requirements, or during any period during which
Developer is in default of this Contract beyond the applicable notice and cure
period.
11.2.5 In the event of termination under this Section 11.2, all CARES 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 CARES
Funds already paid to Developer must be repaid to City within 30 days of
termination under this Section. Failure to repay such CARES Funds will result
in City exercising all legal remedies available to City under this Contract and
the Loan Documents.For clarification,the defaults and related remedies set out in
this Section 11.2 are not intended to arise from mathematical errors or other minor
defects in a Draw Request.
11.3 Failure to Submit Required Reports and Documentation During Performance
Period. If Developer fails to maintain all records and documentation as required in Section 9, or
fails to submit any report or documentation required by this Contract after the Required
Improvements are completed, or if the submitted report or documentation is not in compliance with
this Contract or the CARES Requirements as determined by City, City will notify Developer in
writing and the Developer will have 30 calendar days from the date of the written notice to obtain
or recreate the missing records or documentation, or submit or resubmit any such report or
documentation to City. If Developer has not provided the missing records or documentation, or
submitted or resubmitted any such report or documentation to City within said 30 day period, City
will notify Developer in writing that it intends to consider such failure an event of default, and if
such failure continues for an additional 10 days (a total of 40 days), City shall have the right, but
not the obligation, 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
CARES Funds paid to Developer must be repaid to City within 30 days of termination. Failure to
repay such CARES 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 and 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 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 extend
Developer's time to cure.
11.4.2 City's remedies for an uncured default by Developer may include:
CARES CONTRACT Page 24
11.4.2.1 Direct Developer to prepare and follow a schedule of
commercially reasonable actions for carrying out the affected
activities, consisting of schedules,timetables and milestones
necessary to implement the affected activities, including
extending the Performance Period.
11.4.2.2 Direct Developer to establish and follow a management plan
that assigns responsibilities for carrying out the remedial
activities.
11.4.23 Cancel or revise activities likely to be affected by the
performance deficiency,before expending CARES Funds for
the activities.
11AIA Reprogram CARES Funds that have not yet been expended
from affected activities to other eligible activities or
withhold CARES Funds.
11.4.2.5 Direct Developer to reimburse City in any amount of CARES
Funds not used in accordance with the CARES
Requirements.
11.4.2.6 Suspend payment or reimbursement of CARES Funds for
affected activities.
11.4.2.7 Any other appropriate action including specific performance,
temporary or permanent injunctions, or termination of this
Contract with Developer if the default remains uncured for
10 days following City's second written notice that is
provided at least 30 days following City's first written notice
of such default.
11.4.3 In the event of termination under this Section 11.4, all CARES 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 CARES
Funds already paid to Developer must be repaid to City within 30 days of
termination. Failure to repay such CARES Funds will result in City exercising
all legal remedies available to City under this Contract or the Loan
Documents.
11.5 Reserved.
11.6 No Compensation After Date of Termination. In the event of termination,
Developer shall not receive any CARES Funds in compensation for work undertaken after the date
of termination.
CARES CONTRACT Page 25
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 (unless the
Loan is paid in full). Such termination does not terminate any applicable provisions of this Contract
that have been expressly noted as surviving the term or termination of this Contract. No delay or
omission by City in exercising any right or remedy available to it under this Contract shall impair
any such right or remedy or constitute a waiver or acquiescence in any Developer default.
11.8 Waiver of Breach Not Waiver of Subsequent Breach. The waiver of a breach of
any term, covenant, or condition of this Contract shall not operate as a waiver of any subsequent
breach of the same or any other term, covenant or condition hereof.
11.9 Civil. Criminal and Administrative Penalties. Failure to perform all the Contract
terms may result in civil, criminal or administrative penalties, including,but not limited to those set
out in this Contract.
11.10 Termination for Cause.
11.10.1 City may terminate this Contract in the event of Developer's default, inability, or
failure to perform, subject to all notice, grace and cure periods described herein. In
the event City terminates this Contract for cause, all CARES 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 CARES Funds already
paid to Developer must be repaid to City within 30 calendar days of termination.
Failure to repay such CARES Funds will result in City exercising all legal remedies
available to City under this Contract or the Loan Documents.
11.10.2 Developer may terminate this Contract if City does not provide the
CARES Funds in accordance with this Contract or otherwise defaults in its
obligations hereunder, provided that Developer has provided to City 30 day's
written notice and City has not provided the CARES Funds or cured the default or
is not diligently pursuing providing the CARES Funds or curing the default. In such
event, the termination of the Contract shall have the effect of returning the Parties
to their respective circumstances as existed prior to the execution of this Contract,
and no terms or obligations shall survive the date of termination, including but not
limited to, reporting, inspections or the Performance Period.
11.11 Termination for Convenience. In terminating in accordance with 2 CFR 200,
Appendix II,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
CARES CONTRACT Page 26
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 and
reasonable discretion that the remaining portion of the Contract to be performed or
CARES Funds to be spent will not accomplish the purposes for which this Contract
was made.
11.12 Dissolution of Developer Terminates Contract. In the event Developer is
dissolved or ceases to exist this Contract shall terminate,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 CARES 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 CARES
Funds shall belong to City and shall automatically transfer to City or to such assignees as City may
designate (unless the Loan is paid in full).
11.14 Notice of Termination under Subordination Agreement. If applicable, City
shall not terminate this Contract without first giving notice and opportunity to cure to Developer's
Project lender,which will be incorporated as a requirement in the Subordination Agreement.
12. PAYMENT OF CARES FUNDS,
12.1 Payment. Notwithstanding anything herein to the contrary, all CARES Funds will be paid
pursuant to federal requirements and guidelines. By way of example and subject to any change in
federal guidance or federal extension granted,CARES Funds will only be paid for eligible expenses
incurred prior to December 30, 2020.
12.2 Repayment. All CARES Funds are subject to repayment in the event the Project fails to
meet in all material respects the requirements as set out in this Contract or in the CARES Act and
such failure continues after all notice and cure periods. If Developer takes any action that results
in City being required to repay all or any portion of the CARES Funds to the United States federal
government, Developer agrees it will reimburse City for such repayment.
13. GENERAL PROVISIONS
13.1 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.
CARES CONTRACT Page 27
13.2 Doctrine of Respondeat Superior. The doctrine of respondeat superior shall not
apply as between City and Developer, its officers, members, agents, servants, employees,
contractors, subcontractors, vendors, tenants, licensees or invitees, and nothing herein shall be
construed as creating a partnership or joint enterprise between City and Developer. City does not
have the legal right to control the details of the tasks performed hereunder by Developer, its
officers, members, agents, employees, contractors, subcontractors, vendors, licensees or invitees.
13.3 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 ("INDEMNIFIED PARTIES")
FROM ANY AND ALL CLAIMS OR SUITS PERTAINING TO OR CONNECTED WITH
SUCH PROPERTY EXCEPT THOSE ARISING AS A RESULT OF THE SOLE OR
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY OF THE
INDEMNIFIED PARTIES.
13.4 Venue. Venue for any action, whether real or asserted, at law or in equity, arising
out of the execution, performance, attempted performance or non-performance of this Contract,
shall lie in Tarrant County, Texas.
13.5 Governing Law, This Contract shall be governed by and construed in accordance
with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity,
arises out of the execution,performance or non-performance of this Contract or on the basis of any
provision herein, for any issue not governed by federal law, the choice of law shall be the laws of
the State of Texas.
13.6 Severabilitv_. 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.
13.7 Written Agreement Entire Agreement. This written instrument and the Exhibits,
Addendums and Attachments attached hereto, which are incorporated by reference and made a
part of this Contract for all purposes, constitute the entire agreement by the Parties concerning the
work and services to be performed under this Contract. Any prior or contemporaneous oral or
written agreement which purports to vary the terms of this Contract shall be void.Any amendments
to the terms of this Contract must be in writing and be executed by the Parties.
13.8 Paragraph Headings for Reference Only.No Legal Significance:Number. The
paragraph headings contained herein are for convenience in reference to this Contract and are not
intended to define or to limit the scope of any provision of this Contract. When context requires,
singular nouns and pronouns include the plural and the masculine gender shall be deemed to include
the feminine or neuter and the neuter gender to include the masculine and feminine. The words
"include" and "including" whenever used herein shall be deemed to be followed by the words
"without limitation".
CARES CONTRACT Page 28
13.9 Compliance with Applicable Laws and Regulations. Developer agrees to
comply in all material respects with applicable laws and regulations that are currently in effect
or that are hereafter amended during the performance of this Contract, as applicable. These laws
include,but are not limited to:
➢ Coronavirus Aid, Relief, and Economic Security 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 et seq.).
➢ Executive Orders 11063, 11246 as amended by 11375 and 12086 and as supplemented
by Department of Labor regulations 41 CFR, Part 60.
➢ The Age Discrimination in Employment of 1967.
➢ The Age Discrimination Act of 1975 (42 U.S.C. Sections 6101 et seq.).
➢ The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970
(42 U.S.C. Sections 4601 et seq. and 49 CFR Part 24)("URA").
➢ Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. Sections 794 et seq.) and 24
CFR Part 8 where applicable.
➢ National Environmental Policy Act of 1969, as amended, 42 U.S.C. sections 4321 et
seq. ("NEPA") and the related authorities listed in 24 CFR Part 58.
➢ The Clean Air Act, as amended, (42 U.S.C. Sections 1251 et seq.)and the Clean Water
Act of 1977, as amended (33 U.S.C. Sections 1251 et seq.), related Executive Order
11738 and Environmental Protection Agency Regulations at 40 CFR Part 15. In no
event shall any amount of the assistance provided under this Contract be utilized with
respect to a facility that has given rise to a conviction under the Clean Air Act or the
Clean Water Act.
➢ Immigration Reform and Control Act of 1986 (8 U.S.C. Sections 1101 et seq.)
specifically including the provisions requiring employer verifications of legal status of
its employees.
➢ The Americans with Disabilities Act of 1990 (42 U.S.C. Sections 12101 et seq.), the
Architectural Barriers Act of 1968 as amended (42 U.S.C. sections 4151 et seq.) and
the Uniform Federal Accessibility Standards, 24 CFR Part 40, Appendix A.
➢ Regulations at 24 CFR Part 87 related to lobbying, including the requirement that
certifications and disclosures be obtained from all covered persons.
➢ Drug Free Workplace Act of 1988 (41 U.S.C. Sections 8102 et seq.).
➢ Executive Order 12549 pertaining to restrictions on participation by ineligible,
debarred or suspended persons or entities.
➢ 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
CARES CONTRACT Page 29
107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327A 300) as
supplemented by 29 CFR Part 5.
➢ Lead-Based Paint Poisoning Prevention Act (42 U.S.C. 4801 et seq.), as amended by
the Residential Lead-Based Paint Hazard Reduction Act of 1992 (42 U.S.C. 4851 et
seq.)and implementing regulations at 24 CFR Part 35, subparts A,B,M,and R.
➢ Uniform Administrative Requirements,Cost Principles,and Audit Requirements for
Federal Awards, 2 CFR Part 200 et seq.
➢ Federal Funding Accountability and Transparency Act of 2006, (Pub.L. 109-282,as
amended by Section 6205(a) of Pub.L. 110-252 and Section 3 of Pub.L. 113-101)
➢ Federal Whistleblower Regulations, 10 U.S.C. 2409, 41 U.S.C. 4712, 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.
13.10 Section 3 Requirements. Developer shall comply with Section 3 of 24 CFR 135.38
("Section 3") and shall cooperate with City and City's construction support services
contractor, D Bivens Consulting LLC d/b/a dlb Consultants ("City's Contractor")
to effect compliance.
13.11 Prohibition Against Discrimination,
13.11.1 General Statement. Developer, in the execution, performance or
attempted performance of this Contract, shall comply in all material respects 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, comply in all material respects 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.
13.11.2 No Discrimination in Employment during the Performance of
this Contract. During the performance of this Contract Developer agrees to the
following provision, and will require that its contractors, subcontractors and
vendors also comply with such provision by including it in all contracts with its
contractors and vendors:
CARES CONTRACT Page 30
[Contractor's, Subcontractor's or Vendor's Namel will not unlawfully
discriminate against any employee or applicants for employment because of race,
color, sex, gender, religion, national origin, familial status, disability or perceived
disability, sexual orientation, gender identity, gender expression or transgender.
[Contractor's, Subcontractor's or Vendor's Namel will take affirmative action to
ensure that applicants are hired without regard to race, color, sex, gender, religion,
national origin,familial status, disability or perceived disability, sexual orientation,
gender identity, gender expression or transgender and that employees are treated
fairly during employment without regard to their race, color, sex, gender, religion,
national origin,familial status, disability or perceived disability, sexual orientation,
gender identity, gender expression or transgender. Such action shall include, but
not be limited to, the following: employment, upgrading, demotion or transfer,
recruitment or recruitment advertising, layoff or termination, rates of pay or other
forms of compensation, and selection for training, including apprenticeship.
[Contractor's, Subcontractor's or Vendor's Namel agrees to post in conspicuous
places, available to employees and applicants for employment,notices setting forth
the provisions of this nondiscrimination clause.
LContractor's, Subcontractor's or Vendor's Namel will, in all solicitations or
advertisements for employees placed by or on behalf of [Contractor's,
Subcontractor's or Vendor's Namel, state that all qualified applicants will receive
consideration for employment without regard to race, color, sex, gender, religion,
national origin,familial status, disability or perceived disability, sexual orientation,
gender identity, gender expression or transgender.
Contractor's, 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 Name) further covenants that neither
it nor its officers, members, agents, employees, contractors, or persons acting on
their behalf, shall specify, in solicitations or advertisements for employees 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.
13.11.3 Developer's Contractors and ADA, In accordance with the
provisions of the Americans With Disabilities Act of 1990 ("ADA"), Developer
warrants that it will not unlawfully discriminate on the basis of disability in the
provision of services to the general public, nor in the availability, terms and/or
conditions of employment for applicants for employment with, or employees of
Developer. DEVELOPER WARRANTS IT WILL COMPLY IN ALL
MATERIAL RESPECTS WITH ADA'S PROVISIONS AND ANY OTHER
APPLICABLE FEDERAL, STATE AND LOCAL LAWS CONCERNING
CARES CONTRACT Page 31
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.
13.12 Conflict of Interest and Violations of Criminal Law,
13.12.1 Developer Safeguards. Developer shall establish safeguards to
prohibit its employees, board members, advisors and agents from using positions
for a purpose that is or gives the appearance of being motivated by a desire for
private gain for themselves or others, particularly those with whom they have
family, business or other ties. Developer shall disclose to City any conflict of
interest or potential conflict of interest described above, immediately upon
discovery of such.
13.12.2 General Prohibition Against Conflicts of Interest. No persons
who are employees, agents, consultants, officers or elected officials or appointed
officials of City or of Developer who exercise or have exercised any functions or
responsibilities with respect to activities assisted with CARES 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 CARES Unit, may obtain a financial
interest or benefit from a CARES-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.
13.12.2.1 Developer shall provide to City in writing its conflict of
interest policies for Federal Awards.
13.12.3 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.
13.12.4 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.
13.12.5 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.
CARES CONTRACT Page 32
13.13 Labor Standards.
13.13.1 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 CARES Requirements. 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 CARES 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 in all material respects with Federal requirements adopted by City pertaining to
such contracts and with the applicable requirements of the regulations of the
Department of Labor under 29 CFR Parts 1, 3, 5 and 7 governing the payment of
wages and ratio of apprentices and trainees to journey workers; provided that, if
wage rates higher than those required under these regulations are imposed by state
or local law,nothing hereunder is intended to relieve Developer of its obligation, if
any, to require payment of the higher wage. Developer shall cause or require to be
inserted in full,in all such contracts subject to such regulations,provisions meeting
the requirements of this paragraph.
13.13.2 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 City's Contractor with each Draw Request, and must
be available to City and City's Contractor upon request. In addition, Developer
shall ensure that City and City's Contractor will have reasonable access to
employees, contractors and subcontractors and their respective employees in order
to conduct onsite interviews with laborers and mechanics if such interviews are
reasonably deemed by City to be necessary. Developer shall inform its contractors
and subcontractors that City staff or contractors or federal agencies may conduct
periodic employee wage interview visits during construction of the Project to ensure
compliance.
13.14 Subcontracting with Small and Minority Firms, Women's Business
Enterprises and Labor Surplus Areas.
13.14.1 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
CARES CONTRACT Page 33
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 use commercially reasonable
efforts to require all persons or entities with which it so contracts to comply with
said ordinance.
13.14.3 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 as sources of supplies,equipment,construction and services.
13.14.3 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
shall control.
13.14.4 Notwithstanding anything herein to the contrary, Developer shall
meet the goals in the attached Exhibit"Q"—Contracting Requirements.
13.15 Other Laws. The failure to list any federal, state or City ordinance, law or
regulation that is applicable to Developer does not excuse or relieve Developer from the
requirements or responsibilities in regard to following the law, nor from the consequences or
penalties for Developer's failure to follow the law, if applicable.
13.16 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.
13.17 Right to Inspect Developer Contracts. It is agreed that City has the right to inspect
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 CARES Funds,prior to any charges
being incurred. If any such contract is found by City to be in violation of this Contract and such a
violation remains uncured 30 calendar days following written notice by City, City may notify
Developer in writing that it intends to consider such failure an event of default if not received after
10 additional days.
13.18 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 delay by City in approving or disapproving any request, or some other reason
beyond Developer's control (collectively, "Force Majeure Event"), the obligations so affected
CARES CONTRACT Page 34
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 with reasonable
promptness 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
practicable.
13.19 Survival. Any provision of this Contract that pertains to Performance
Requirements,auditing,monitoring,tenant eligibility,record keeping and reports,City ordinances,
the provisions of Section 6.6 pertaining to SAM, or any CARES Act requirements,and any default
and enforcement provisions necessary to enforce such provisions, shall survive the termination of
this Contract for the longer of(i) 5 years after the termination date of this Contract, or(ii) 5 years
after the termination of the Performance Period unless a different survival period is specifically set
forth herein, and shall be enforceable by City against Developer.
14. INDEMNIFICATION AND RELEASE.
DEVELOPER COVENANTS AND AGREES TO INDEMNIFY, HOLD
HARMLESS AND DEFEND,AT ITS OWN EXPENSE, INDEMNIFIED PARTIES 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 DEVELOPER'S
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 PART, BY ALLEGED NEGLIGENCE OF INDEMNIFIED
PARTIES, AND DEVELOPER HEREBY ASSUMES ALL LIABILITY AND
RESPONSIBILITY OF INDEMNIFIED PARTIES 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 DEVELOPER'S 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 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, EVEN IF CAUSED, IN PART, BY ALLEGED NEGLIGENCE OF
OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR
SUBCONTRACTORS OF CITY.
CARES CONTRACT Page 35
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 JOINT, CONTRIBUTORY, OR CONCURRING
NEGLIGENCE, BUT NOT THE SOLE OR GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF CITY.
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 DEVELOPER'S PERFORMANCE UNDER
THIS CONTRACT, UNLESS THE INJURY, DEATH, DAMAGE OR LOSS IS CAUSED
BY CITY'S SOLE OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
DEVELOPER SHALL REQUIRE ALL OF ITS CONTRACTORS AND
SUBCONTRACTORS TO INCLUDE IN THEIR CONTRACTS AND SUBCONTRACTS
A RELEASE AND INDEMNITY IN FAVOR OF CITY IN SUBSTANTIALLY THE SAME
FORM AS ABOVE.
15. DELETED BY AGREEMENT OF THE PARTIES
16. INSURANCE AND BONDING.
Developer shall furnish to City, in a timely manner, but not later than 30 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 for 30 calendar days following City's written notice, City may notify Developer in writing
that it intends to consider such failure an event of default if not received after 10 additional days,
at which time 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,if applicable,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
CARES CONTRACT Page 36
auto insurance policy if or when in the course of Developer's business as contracted
herein.
Workers' Compensation Insurance
Part A: Statutory Limits
Part B: Employer's Liability
$100,000 each accident
$100,000 disease-each employee
$500,000 disease-policy limit
Note: Such insurance shall cover employees performing work on any and all projects
including but not limited to construction, demolition, and rehabilitation. Neither Developer nor
its General Contractor shall be required to maintain worker's compensation insurance or business
automobile liability insurance unless Developer or its General Contractor, as applicable, hires
employees who are performing work on the Project. All Contractors who have employees
performing work on the Project shall maintain coverages, if applicable.
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 obligees 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.
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 reasonably acceptable to City insofar as their financial
strength and solvency. City agrees that any such company with a current minimum A.M. Best
Key Rating Guide rating of A: VII or other equivalent insurance industry standard rating is
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.
CARES CONTRACT Page 37
In the event there are any local, federal or other regulatory insurance or bonding
requirements for the Project, and such requirements exceed those specified herein, the former
shall prevail.
Developer shall require its contractors to maintain applicable insurance coverages, limits,
and other requirements as those specified herein; and, Developer shall require its contractors to
provide Developer with certificate(s) of insurance documenting such coverage. Also, Developer
shall require its contractors to have City and Developer endorsed as additional insureds(as their
interest may appear)on their respective insurance policies where applicable and appropriate.
Professional Liability coverage shall be in force and may be provided on a claim's made
basis. This coverage may also be referred to as Management Liability, and shall protect the
insured against claims arising out of alleged errors in judgment,breaches of duty and wrongful acts
arising out of their management duties.
Developer shall require its builder to maintain builders risk insurance at the value of the
construction.
17. CERTIFICATION REGARDING LOBBYING.
The undersigned Developer hereby certifies, to the best of its knowledge and belief, that:
No Federal appropriated funds have been paid or will be paid, by or on behalf
of Developer, to any person for influencing or attempting to influence an officer
or employee of any agency, a member of Congress, an officer or employee of
Congress in connection with the awarding of any Federal contract, the making of
any federal grant, the making of any Federal loan, the entering into of any
cooperative agreement and the extension, continuation, renewal, amendment, or
modification of any Federal contract, grant, loan or cooperative agreement.
If any funds other than federally appropriated funds have been paid or will be
paid to any person for influencing or attempting to influence an officer or
employee of any agency, member of Congress in connection with this Federal
contract, grant, loan or cooperative agreement, Developer shall complete and
submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in
accordance with its instructions.
This certification is a material representation of fact upon which reliance was
placed when this Contract was made or entered into. Submission of this
certificate is a prerequisite for making or entering into this Contract imposed by
31 U.S.C. Section 1352. Any person who fails to file the required certification
shall be subject to a civil penalty of not less than $10,000.00 and not more than
$100,000.00 for each such failure.
Developer shall require that the language of this certification be included in all subcontracts
or agreements involving the expenditure of federal funds.
CARES CONTRACT Page 38
18. RELIGIOUS ORGANIZATION. Developer shall comply in all material respects with
all applicable requirements as more particularly described in 24 CFR Part 5.109.No portion of the
CARES 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 CARES-funded unit.
18.1 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 CARES 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.
18.2 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 CARES Funds and participation must be
voluntary for tenants of CARES-funded units.
19. LITIGATION AND CLAIMS. Developer shall give City prompt notice in writing of any
action, including any proceeding before an administrative agency, filed against Developer in
conjunction with this Contract or the Project. Developer shall furnish promptly to City copies of
all pertinent papers received by Developer with respect to such action or claim. Developer shall
provide a notice to City within 10 days upon filing under any bankruptcy or financial insolvency
provision of law.
20. NOTICE. All notices required or permitted by this Contract must be in writing and shall
beeffective 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 (ii) 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.
W.
City Attorney's Office
200 Texas Street
Fort Worth, TX 76102
Attention: Leann Guzman or Taylor Paris
Copies to:
Neighborhood Services Department
200 Texas Street
Fort Worth, TX 76102
Attention: Assistant Director
Telephone: 817-392-7540
CARES CONTRACT Page 39
Neighborhood Services Department
200 Texas Street
Fort Worth, TX 76102
Attention: Neighborhood Development Coordinator
Telephone: 817-392-7540
Directions Home
200 Texas Street
Fort Worth, TX 76102
Attention: Tara Perez
Developer:
Fort Worth Housing Solutions
1201 East 13th Street
Fort Worth, Texas 76102
Attention: Mary-Margaret Lemons
Telephone: 817-3 3 3-3401
Copies to:
FWHS General Counsel
1201 East 13th Street
Fort Worth, Texas 76102
Attention: Heather Raiden
OP Esperanza SLP, LLC
2121 N. Pearl Street, 3rd Floor
Dallas, Texas 75201
Attention: Clay Likover
Harris, Finley&Bogle, P.C.
777 Main Street, Suite 1800
Fort Worth, Texas 76102
Attention: Kendall D. Adair
817-870-8700
21. DEVELOPER HAS LEGAL AUTHORITY TO ENTER INTO CONTRACT.
Developer represents that it possesses the legal authority, pursuant to any proper, appropriate and
official motion,resolution or action passed or taken,to enter into this Contract and to perform the
responsibilities herein required.
22. 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
CARES CONTRACT Page 40
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 terminate this Contract for violations of this provision
by Developer.
23. COUNTERPARTS. This Contract may be executed in multiple counterparts,each of which
shall be considered an original, but all of which shall constitute one instrument which may be
sufficiently evidenced by one counterpart.
24. WAIVER OF IMMUNITY BY DEVELOPER. If Developer is a charitable or nonprofit
organization and has or claims an immunity or exemption(statutory or otherwise)from and against
liability for damages or injury,including death,to persons or property,Developer hereby expressly
waives its rights to plead defensively such immunity or exemption as against City. This section
shall not (i) be construed to affect a governmental entity's immunities under constitutional,
statutory or common law and(2)be construed to run in favor of any party other than City.
[SIGNATURES APPEAR ON NEXT PAGE]
CARES CONTRACT Page 41
IN WITNESS WHEREOF,the Parties have executed 4 duplicate originals of this Contract to be
effective as of the Effective Date. 4d4�o�u�
�OF FORp�oa�
ATTEST: d °o�'.;a CITY OF FORT WORTH
far Ronald P. Gonzales
o ° Fernando Costa(Sep 30,202015:23 CDC
for Ronald P.Gonzales(Sep 30,202016:43 CDT) d cr By:
�EXA`Joa
City Secretary naao4o Fernando Costa, Assistant City Manager
M&C
Form 1295: Date: Sep 30,2020
APPROVED AS TO FORM AND LEGALITY:
�--�
Leann Guzman(Sep 30,202016:28 CDT)
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 performance and reporting requirements.
T&A C-
Tare Perez(Sep 30,262015:21 CDT)
Name!ara Perez
Title:Directions Home Manager
FW Casa De Esperanza,LP,
a Texas limited partnership
By: FW Casa De Esperanza GP, LLC,
a Texas limited liability company,
its general partner
B Mary-M aretLemo (Sep 30,2020 15:20 CDT)
y Mary-Margaret Lemons, Secretary
OFFICIAL RECORD
CARES CONTRACT CITY SECRETARY Signature Page
FT. WORTH, TX
EXHIBITS: [NEED ALL EXHIBITS UPDATED]
Exhibit"A"—Project Summary
Exhibit"B"—Budget
Exhibit"C"—Construction and Draw Schedule
Exhibit"D"—Audit Requirements—Not Applicable
Exhibit"E"—Loan Documents
Exhibit"F"—Draw 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"—Property Description
Exhibit"L"—Deed Restriction
Exhibit"M"—VAWA Forms
Exhibit"N"—CARES Requirements
Exhibit"O"—Permanent Supportive Housing Requirements
Exhibit"P"—Guaranty
Exhibit"Q"—Contracting Requirements
Error!Unknown document property name. Rev.07.28.2020
CARES DEVELOPER RENTAL CONTRACT List of Exhibits Page
Exhibit"Q"—Contracting Requirements
Error!Unknown document property name. Rev.07.28.2020
CARES DEVELOPER RENTAL CONTRACT List of Exhibits Page
EXHIBIT "A"
PROJECT SUMMARY
Capitalized terms not defined herein shall have meanings assigned to them in the Contract.
DESCRIPTION:
Developer will use Coronavirus Relief Funds for the construction costs to develop Casa de
Esperanza, a COVID-vulnerable PSH project on an approximately 2.3 acre tract located at 3804
Tanacross Drive,Fort Worth, Texas 76137. The project consists of a 3 story building for a total of
119 studio 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 the Centers for Disease Control and Prevention define as
particularly vulnerable to COVID.
Developer will be entitled to make Reimbursement Requests until 30 days after the Completion
Deadline.
Developer agrees to provide the following information and meet the following requirements:
• Designate 6 Accessible Units for those with mobility impairments in accordance with
Section 504 requirements and the terms of the Contract and 3 additional units that are
accessible for those with visual or hearing impairments
• Set aside 119 PSH Units in the project to be operated in accordance with Exhibit "O" —
Requirements for Permanent Supportive Housing Units.
• Submit Exhibit "G" - Project Compliance Report: Rental Housing regarding the
household income, size, race, ethnicity, gender of head of household, disability status,
COVID-vulnerability and rental assistance type for all tenants.
• 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 that are COVID-vulnerable in Fort Worth.
PROJECT OBJECTIVES:
The project will provide 119 COVID-vulnerable PSH units for chronically homeless individuals
and couples with disabilities.
CONTRACT—EXHIBITS Page 1
Casa de Esperanza Rev. 08.24.2020
Error!Unknown document property name.
EXHIBIT "B"
BUDGET
SOURCES AND USES
Development Name: Casa de Es eranza
Priority
Source# Funding Description of Lien Construction Financing Permanent Financing Financing Participants
1 Loan I St $9,250,000 $9,250,000 City of Fort Worth
2 Other
TOTAL
SOURCES
OF
FUNDS $9,250,000
TOTAL
USES OF
FUNDS $9,250,000
Funds Budget
Land Acquisition and/or Pre-Development Soft Costs $7,549,409.00
Other Soft Costs $ 228,771.00
Construction Hard Costs $1,471,820.00
TOTAL $9,250,000*
CONTRACT—EXHIBITS Page 2
Casa de Esperanza Rev.8.24.2020
Error!Unknown document property name.
EXHIBIT "B-1"
APPROVED PROJECT BUDGET
[TO BE UPDATED AS OF CLOSING]
APPROVED PROJECT BUDGET"
Acquisition&Closing $ 7,090,400
Purchase Price 6,800,000
Title Endorsement 15,000
Insurance 71,400
FWHS-Acquisition Fee 102,000
OF Advisors,LLC-Acquisition Fee $ 102,000
Hard Costs
Owner Allowances(Materials,Signage,&Other) $ 217,606
General Contractor Contract
Interior Labor&Material Allowance $ 284,116
Business Office,Tenant Lounge,&ADA Allowance 225,000
Front Entrance Allowance 20,000
Exterior Lighting Allowance 20,000
Access Controls Allowance 15,000
Laundry Center Allowance 8,500
Life Safety Allowance 25,000
FF&E Allowance 65,000
Elevator:Repairs&Modernization 73,972
Paint:Exterior&Corridors 71,350
Landscaping,Irrigation,Tree Trim 26,775
Concrete&Flatwork 9,500
General Conditions 215,000
Construction Fee 195,000
GC Contingency -
Subtotal:General Contractor Contract $ 1,254,213
Hard Cost Subtotal $ 1,471,820
Soft Costs
Design Team $ 60,000
Due Diligence&Third Party Reports 9,200
Survey 3,600
OF Legal 15,000
FWHS Legal 15,000
Utility Deposits Due at Closing 32,725
Permits Expeditor&3rd Party Inspections 11,900
URA:Resident Payments 178,771
Management Expenses during construction 50,000
Zoning&Change in Use Applications 7,100
Building Permit&City Inspections 6,500
Travel,Printing,Photos 2,984
OF Development Management 200,000
Soft Cost Contingency 15,000
Soft Cost Subtotal $ 607,780
Owner Contingency 80,000
Total Budget $ 9,250,000
CONTRACT-EXHIBITS Page 3
Casa de Esperanza Rev.8.24.2020
Error!Unknown document property name.
EXHIBIT "C"
CONSTRUCTION AND REIMBURSEMENT SCHEDULE
Activity CRF Funds
PHASE I Acquisition, Closing&Predevelopment Soft Costs $7,622,176
ACTIVITIES 1
PHASE I
COMPLETE Closing Date
b :
PHASE II Construction Hard Costs & Soft Costs (October Draw) $563,301
ACTIVITIES:
Prior to Reimbursement in Phase II, Developer must
submit the contractor/subcontractor/vendor searches
PHASE II under the Federal System for Award Management
COMPLETED by: (www.sam.gov).
First Payment Post Closing
PHASE III Construction Hard Costs & Soft Costs (November Draw) $570,976
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).
Second Payment
PHASE IV Initial Lease-up of at least 50% of COVID-vulnerable $493,547
ACTIVITIES: PSH Units -
PHASE IV Prior to Reimbursement in Phase IV, the following
COMPLETED by: items must be submitted:
1. Tenant Selection Policy. See Section 7.6
Prior to Reimbursement for Final Payment, Exhibit
"G" -Project Compliance Report: Rental Housing
must be submitted to City.
Final Payment(Lease-Up of COVID-vulnerable PSH
Unit)
TOTAL $9,250,000
CONTRACT—EXHIBITS Page 4
Casa de Esperanza Rev.8.24.2020
Error!Unknown document property name.
EXHIBIT "D"
AUDIT REQUIREMENTS
NOT APPLICABLE
CONTRACT—EXHIBITS Page 5
Casa de Esperanza Rev.08.24.2020
Error!Unknown document property name.
EXHIBIT "E"
LOAN DOCUMENTS
Promissory Note
CARES Funds
Date: 12020
Borrower: FW Casa de Esperanza, LP a Texas limited partnership
Borrower's Mailing Address:
Lender: City of Fort Worth, a Texas municipal corporation
Place for Payment:
City of Fort Worth
Neighborhood Services Department
Attn: Assistant Director
200 Texas Street
Fort Worth, Tarrant County, Texas 76102, or any other place that Lender may designate in writing.
Principal Amount: $9,250,000
Loan Authority:
The forgivable,nonrecourse loan evidenced by this CARES Note(the"CARES Loan")is being made
pursuant to the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act"), Title V ("in
Coronavirus Relief Funds" or"Title V funds")with Title V funds for the development of the
1 Permanent Supportive Housing multifamily complex located in Fort Worth, Texas.
Annual Interest Rate: Applicable Federal Rate (AFR), as it adjusts from month to month
Maturity Date: The termination of the twenty (20) year Performance Period defined in the CARES
Contract, City Secretary Contract No. , between Borrower and Lender for the
CARES Loan ("CARES Contract").
Annual Interest Rate on Matured, Unpaid Amounts: 12%
Terms of Payment:
The Principal Amount and interest accrued thereon is a deferred forgivable loan. Payment of the Principal
Amount and interest accrued thereon will only be required if Borrower defaults under the terms of the CARES
Contract or the CARES Act,or the terms of this CARES Note and any instrument evidencing or securing the
CARES Loan including certain Deed Restrictions between Borrower and Lender (the "CARES Deed
CONTRACT—EXHIBITS Page 6
Casa de Esperanza Rev.08.24.2020
Error!Unknown document property name.
Restrictions"), (collectively, the "CARES Loan Documents") and fails to timely cure or correct such
default after notice and opportunity to cure as set forth in said instruments.
This CARES Note is the Note required in the CARES Contract and has been executed and delivered in
accordance with that contract. The funds advanced by Lender are CARES funds and the CARES Contract
requires that the 119 CARES-assisted rental units described in the CARES Contract and located on the
Property must qualify and remain affordable rental housing for the 20-year Performance Period more
particularly defined in the CARES Contract. The obligations described in the CARES Contract including
the Performance Period as well as the CARES Loan evidenced by this CARES Note will be in default if
the 119 CARES-assisted rental units more particularly described in the CARES Contract do not remain
permanent supportive housing for high risk COVID vulnerable households, as more particularly set forth
in the CARES Contract. In the event of such default(unless the Principal Amount of the CARES Loan is
paid in full), after the notice and opportunity to cure as set forth in the CARES Contract, Lender may
invoke any remedies provided in the CARES Contract or the CARES Deed of Trust (hereinafter defined)
for default.
On performance of the obligations described in the CARES Contract and the terms and conditions of the
CARES Loan Documents, the CARES Loan will be forgiven.
Security for Payment:
This CARES Note is secured by a Deed of Trust Security Agreement -Financing Statement dated
2020 from Borrower to Jo Ann Pate, Trustee or Leann Guzman, Trustee (the "CARES Deed of Trust")
which covers the personal property described therein and the following real property:
Other Security for Payment:
As set forth in the CARES Contract and the CARES Deed Restrictions.
If the Principal Amount is not forgiven, Borrower promises to pay to the order of Lender the Principal Amount
plus interest. This CARES Note is payable at the Place for Payment and according to the Terms of Payment. All
unpaid amounts are due by the Maturity 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 CARES Note or in the performance of its obligations under
the CARES Contract or the CARES Deed Restrictions, or in the performance of any obligation in any instrument
securing or collateral to this CARES Note, and fails to cure such default after notice and opportunity to cure as
set forth in said instruments, Lender may declare the unpaid Principal Amount, any earned interest, and any other
amounts owed on this CARES 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.
It shall not be a monetary event of default under the terms of any of the CARES Loan Documents, unless
Lender shall first give Borrower written notice of such default and a period of 10 days after such notice is given
within which to cure the default prior to exercise of remedies by Lender under the CARES Loan Documents. It shall
not be a non-monetary event of default under the terms of any of the CARES Loan Documents,unless Lender shall
first give Borrower written notice of such default and a period of 30 days to effect a cure prior to exercise of remedies
by Lender under the CARES Loan Documents. If the non-monetary default is such that it is not reasonably capable
CONTRACT—EXHIBITS Page 7
Casa de Esperanza Rev.08.24.2020
Error!Unknown document property name.
of being cured within 30 days, and if Borrower (a) initiates corrective action within said period, and (b) diligently
and in good faith works to effect a cure as soon as commercially reasonable,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 shall
Lender be precluded from exercising remedies if its security becomes or is about to become materially jeopardized
by any failure to cure a default. 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 CARES Note is
placed in the hands of an attorney to collect or enforce this CARES 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 CARES Note and will be secured by any security for payment.
Interest on the debt evidenced by this CARES 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 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 CARES Note and all other instruments concerning the debt.
Each Borrower, as applicable, is responsible for all obligations represented by this CARES Note.
When the context requires, singular nouns and pronouns include the plural.
A default exists under this CARES Note if(1) (a) Borrower or (b) any other person liable on any part of
this CARES 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 and such failure continues beyond
all notice and cure periods; (2) any warranty, covenant, or representation in this CARES 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 "Collateral Security") for any part of this CARES 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 180 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 condition exists that permits the dissolution or winding up of the affairs
of any of the following parties: (i) Borrower, or (ii) an Other Obligated Party; and (8) any Collateral Security is
materially 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 security of like kind and quality or
restored to its former condition.
CONTRACT—EXHIBITS Page 8
Casa de Esperanza Rev.08.24.2020
Error!Unknown document property name.
The execution and delivery of this CARES Note and CARES Loan Documents are required under the
CARES Contract.
If any provision of this CARES Note conflicts with any provision of the CARES Contract, the CARES
Deed of Trust, the CARES Deed Restrictions, or any other document evidencing the same transaction between
Lender and Borrower,the provisions of the CARES Contract will govern to the extent of the conflict. Capitalized
terms not defined herein shall have meanings assigned to them in the CARES Contract
This CARES Note will be construed under the laws of the state of Texas without regard to choice-of-law
rules of any jurisdiction.
This CARES Note is a nonrecourse obligation of Borrower. Neither Borrower nor any nor any other party
shall have any personal liability for repayment of the CARES Loan described in the CARES Contract. The sole
recourse of Lender under the CARES Loan Documents for repayment of the CARES Loan shall be the exercise
of its rights against the Security for Payment.
[SIGNATURE FOLLOWS]
CONTRACT—EXHIBITS Page 9
Casa de Esperanza Rev.08.24.2020
Error!Unknown document property name.
THE CARES CONTRACT, CARES NOTE, CARES DEED OF TRUST, AND CARES 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.
FW Casa de Esperanza,LP,
a Texas limited partnership
By:
Name:
Title:
CONTRACT—EXHIBITS Page 10
Casa de Esperanza Rev.08.24.2020
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EXHIBIT "F"
DRAW FORMS
CONTRACT—EXHIBITS Page 11
Casa de Esperanza Rev.08.24.2020
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Attachment I
INVOICE
Developer: FW Casa de Esperanza,LP
Address: 1201 E. 13t'Street
City, State,Zip: Fort Worth,TX 76102
Project: Casa de Esperanza
Tax ID Number
Phase Number:
Amount
This Invoice Cumulative to Date
CONTRACT—EXHIBITS Page 12
Casa de Esperanza Rev.08.24.2020
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Attachment II
City of Fort Worth
Neighborhood Services Department
Expenditure Worksheet
Developer: FW Casa de Espernaza,LP
Project: Casa de Esperanza
Use AIA Draw Form G702-1992(sample
attached)for each draw request
Line Invoice or Payee or
No. Date Check No. Beneficiary* Description* Amount
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
Total
CONTRACT—EXHIBITS Page 13
Casa de Esperanza Rev.08.24.2020
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*Payroll must identify employee. Rent must identify tenant. Other payments should identify individuals,if
applicable.
CONTRACT—EXHIBITS Page 14
Casa de Esperanza Rev.08.24.2020
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Attachment III
AIADocument G702° — 1992
Application and Certificate for Payment
TO OV.hER: PRCJECT: APPLICATION NO: Distribution to:
PERIOD TO: OWNER ❑
CONTRACT FOR: ARCHITECT ❑
FROM CONTRACTOR: VIA ARCHITECT: CONTRACT DATE: CONTRACTOR ❑
PROJECT NOS: FIELD EI
OTHER EI
CONTRACTOR'S APPLICATION FOR PAYMENT The undersigned Contractor certifies that to the best of the Contractor's Imowledge,infiarmation
Application is made for payment,as shown below,in connection with the Contract. and belief the Work covered bg this Application for Payment has been completed in accordance
ALA Document G7D3 a,Continuation Sheet,is attached. with the Contract Documents,that all amounts have been paid by the Contractor for Work for
which precious Certificates for Payment were issued and payments received from the Owner,and
1.ORIGINAL CONTRACT SUM------------------------------------------------- $ that current payment shown herein is now due.
2.NET CHANGE BY CHANGE ORDERS------------------------------ $ CONTRACTOR:
3.CONTRACT SUM TO DATE(Line I-2)------------------------------------- $ By: Date-
d.TOTAL COMPLETED&STORED TO DATE(Cohmnn G an G703)------ S State of
5.RETAINAGE: County of.
a- %of Completed Work Subscribed and sworn to before
(ColummD—E on 0703) $ me this davc£
h. %of Stored Material
(Column Fon G703) $ Notary Public:
My commisiou expire-:
Total Retainage(Lines 5a+5b,or Total in Column I ofG703f...... $
6.TOTAL EARNED LESS RETAINAGE------------------------------------ $ ARCHITECT'S CERTIFICATE FOR PAYMENT
(Line 4 minus Line 5 Total) In accordance with the Contract Documents,based on on-site observations and the data comprising
7.LESS PREVIOUS CE RTIFICATES FOR PAYMENT---------------------- $ this application,the Architect certifies to the Owner that to the best of the Architect's knowledge,
(Line 6from prior Cernfrcate/ mformation and belief the Work has progressed as indicated the quality of the Work is m
accordance with the Contract Documents, and the Contractor is entitled to payment of the
B.CURRENTPAYMENTDUE--.------------------------------------ IS AMOUNTCERTII:ZE.D.
9.BALANCE TO FIN ISR.INCLUDING RETAINAGE AMOUNT CERTIFIED. $
(Line 3 minus Line 6) $ (.Attach explanation if amount certified differr from the amount apphed Inifial allfigums on this
Applicafian and an the Continuation Sheet that are changed to conform with the amount certtied)
CTLAINGE ORDER SUMMARY ADDITIONS DEDUCTIONS ARCHITECT-
Total changes approxed in precious months by Owner $ $ By: Date:
Total approved this mouth $ $ This Certificate is not negotiable.The AMOUNT CERTIFIED is payable only to the Contractor
TOTAL $ $ named herein Issuance,payment and acceptance ofpayment are without prejudice to any rights of
T CHANGES by Change Order $ the Owner or Contractorunder this Contract.
ALA Docurent G792°—1997 Copyright®1953,1993,19M.1971,1978,1983 and 1992 by The Amencan lnst@ute of Architects.Al nghts reseneed.The'American Institute of ArchiR+o[s,"AIA'the AIA Logo.'G702;and
'AIA Contract Do er s'are registered trademarks and may not be used without permission.To report copyrght+iWations of AIA Cormact Documems,e-mal copyright@amLmg.
CONTRACT—EXHIBITS Page 15
Casa de Esperanza Rev.08.24.2020
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EXHIBIT "H"
FEDERAL LABOR STANDARD PROVISIONS -DAVIS-BACON REQUIREMENTS
—CONTRACT-EXHIBITS Page 17
CASA DE ESPERANZA
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Federal Labor Standards Provisions U.S.DepartJmarrtof Noising
and urban Dwmlloprnem
Mae of Labor Relat!ons
Applicability 11) The work to be performed by the Clm53i(3t#Is0r)
The Projacl or Program is which the conelructlpn work requested It nol pe-rformed by a classification In the wage
covered by lhis conlracl pertain# is being 031I#led by the detefminstloa; and
United States of America and the foll4wft Federal Labor {:2) the cla#glM;p%Ion Is -utlJized in the area by #ho
Standards Provisions are Incrude4 in Me Contrast construction Incluslry; Intl
purrluant to tha prcwislons applicable to such Federal (3) The proposed wage rmle, Including any bona fld-m
aesletance- fringe benefits, !}elaia a raasonabl$ raraticnship to the
A, 1. ifi Minimum Wmgss. All laborers and mechanics wage rates contolned in the wage determinellon,
employed ar working upor<th*sit* of the work,will be paid (b) It the contrsctor and lire laborers and mechanics to be
unr,gndJtien$Ily and nat Tess often than once a wsBR, and employed In the claaalflcetlon (If known)r or their
wlthoul #uae4Queht dedlrattan ar Cabala on any eccaunt representall+ree, and HUD qr Its cis ranee agree an The
(exceai such payroll deductlone as are perrn.111M by C1yt##Iflcatlafl and wage We {Including the amount
fegulaliu s ts#ued by the Secretary of labor under Iho Gestgnalad far fringe weats whe(*appropriate). a repay#
Copeland Act (243 CFR Parl 3), the fult amount of wago# of thm action taken#hall be #enl by HUD or lt# dosigrree to
and bona fide fringe bonsfits (or Cash equlwal60ls llter4O4)f) the Administrator of the Waga and Hour DIvIston,
due at time of paytmant eompuled at rates not less than Emptayment$landarda Administratran, U.S. Department flf
those conlarned In The wage delerminetloa of the Lebof, weshinglon, D.C. 20210. The Adminlatrstor, or OR
Secretary of Labor which Is attached hereoo and made a atjthcrq&d repee#entatlwe. will ppprowe, modlly. er
parl hereof, regerdle#s al any contr#olual r-elation9hlp disapprove every additional claaslflcation action wllhin 30
which may be alleged to exlst betwaon the contractor and days of receipt and so advise HUD or Its designee or will
such laborers and mechanics. C6ntrJbuIions made or notify HUD ar Ile daslynno within the 30-day parlod Thal
comltk remaonabry enticipaled for bona fide fringe benefits addlttanal time Is neemassry. (Appraved by Ilse Office of
under Sactrpn l(b)(2) of the Davila-Satan AM on behalf of Mammgamanl end Sudget under QMR "milfpl number 1:�15-
raborer# or Mechonics are consldermd wage& paid to such 10140.)
laborer#or mechanics. #ubjeol to the provlrrlone of 29 CPR (c) In fine&veal lh6 contractor, the taborars or mechanics
erso, repurar conlribulorrs made or costs 10 he employed In the clvaslflcallarr Or their
Incurred for more than a weakly period (brit not ress orlon repFegentalives, end HUD or Its de6Egnee do nat mgfea on
than quarterly) under plans, funds, or pwgrams, which rho propp;$d closgrficottpn and wp90 role (inclu4ing the
cover the partleurmr weekly period, ere deemed to be amount da5idriated for fringo ban*15ts. where appropriate},
constfuctluery made or Incurred during such weekly period_ HUD or il9 designee chill refer the glee#tlen#, ift ludinp
Such laborers and rnachanlcs shall be paid the mpproprlate the views of all Interasled paFtlea and the reeornmendalion
wage rale and fringe benefits an line wage detennlnaclon of HLJO or Its designee, to the Administrator for
for the ela"ificalJon of work actually performed, without determ!nallon. The AdminixtrataF, or :on autharized
+ogees to skill, except as prowided In 20 CPR repf$sentoliwe,will issue a d$1*iminallin within$0 cloys of
Laborers at mechanics performing work In m-Dre Than one lac*Ipt 20d #o ,iddise HUD of il3 deslgnea or will notify
classifi-cation may be compenyatetl al the rate specified for HUD o.r Ili design** within the 30-day period that
ear:b ares6lfrc-3lJon for Me time alctualry worked Ih"RA'. edditlonml time is necessary. (ApproMed by the Office of
Provided. Thal the employer's payroll records acturalely Management and :BUdgel under OMB Control Number
ael forth the limw spent in each CIMSE flcatlon In which 1213-0140]
work 14 performed. Tha wage delarminatlan oncludang any id) The wage tale (Includrng fringe btriefils where
additional clasx1ficalton and wage rates conformed under
29 CFI2 5,5(a}(1�{ill and th* pawly.15pcpn poster (WH. appropriate) determined purauanl to auhperagrap Ell
1321)shall b6 posted At all Ilola# bF Me contract*+end Its �l)rkar,4) a (c) of fhls paragraph,thR ph, #hall hp geld to S
subcontractors al the #Ile of the work in 6 preminenl and wgrkere perfgrming work In thelamoiflcelJgn under Ihi#
accessible. place wh6ri§ it tan be ea9ily 96en by the c4ntroct from The flr;t doyr qrr which work f!� performsix In
WoMors_ Che cli##ifCANori•
(III {a) Any class or laborers or rechanics which is not �Hli Whenever The m!nimum wags rale prescribed in the
llated Irr the wage determination and which Is to be contract for a class pf landrerg or marhanlou includes a
w fringe WWII which Is not expressed aS an hourly rate, line
employed under the aratract shall be alaaslfJed contractor Chair 411hor pay the bonelit a# #tsted In Iho
approve in a0dgional ci$ssrfleplion anndd wage r$!e and
conformance wJlh ling wage delermin HUD *hellll wawa tlatarminetlon or shall pay another bona flde fringo
rring6 benefits lherefoi only when the following Crileria beneflt or an hourly Cash aqulvalent lhereo(.
have been met: (Jv) If Ire conlfacgor uoes nol make pay menis to a Iruslee
or olher third person, the tonlrattor rndy consider as Part
farm H1JD4a10 JDW2006)
Previous ed4Uon3 ore obeo[Me Pme 1 Vf:5 1-11"book 134+.1
—CONTRACT-EXHIBITS Page 18
CASA DE ESPERANZA
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of The wages of any laborer of rneChenlc the emaunf of my oammunlealod in writing to the laborers or machinles
costa reasonably mnNclpeted in providing bona flda frIAVe Affeclad, dnd recordt, which 04�w the costs artticipnled or
beneflls under a pla6 or pragtarn, Provided, Twat the the aclual cost Incurred In provldlno such benefils.
$4Gret*fY of Labor has found, upon the written fequesl fsf Gonlfaelofm mmplaylnq mpprentices of trainees under
Me contractor, that the *ppllcable slendards of the Dallis- approved pragramis #nall malntaln written evidence of tho
$icon Act howe been met. The Secretary -01 LOW may r*glstraTtlon cf*pprgntlee9hlp pragrarns and carllllcptlon of
require tht GGniroctor Io set eslde in a separate account Ir*Inoe programs. the reglsiration OF the *ppreelIcAs arld
oriels for the raveling of ebtigatian3 under the alas or lralnees, and tha ratros and wa$a rates pvltscribad In the
program- (Approved by the Orfico of Managmmen[ and applicable progranpo. (Approved by the Office of
Budget under OM13 Conlrol Humber 1215-0140-) Management and Budgel under OMB Gontro-1 numbers
2. Withbold!nq. HUD or Its 4ealypae shall upon Its own 1216-0140 imq
ecliun or upon written request or an euthorIzed (I1) (a) The contractor shall *ubmil weakly for each week
reprmanniallve of the Oeparlment of Labor withh-old cr In whli<h any CoAtract work is perradmed a copy of all
cause to be whhheJd from the contractor under ibis payrolla to FEUD or Its designee Ir the mgency Irt a party To
eantract or any olhef Faderal enflfaa 'with the same prime the aonlfacl, but If Ibe agency Is not such a party, the
conlractof, at *my Omer Fed er$lly-asslsled contrpct conlraetof will submit she payrolls to the applicant
subjecl to Dallis-6*com preyal ing wage requiremenla, sponsor, or owner, as the case may be, for Irensmis#ion W
whltli Is held by the sarno prime conlractar to mwch of lace HUD or ill desJgnee, The payrgllg suGrltltted shall sel Gut
accrued payments or advances et May bm considered btcuralery and "MP16101y all or ih# Informalion required
necessary to pay laborers and mechanics, Ificluding to hm maintalned under 2$ GFR S.'S(aX3)4) except thal Will
apprentlCeL, tralnees and helpers, employed by the sOc101 Seeuflty numbers and home addresses shell na1 bm
canlriolgr or any subccnlraelflr the full amount of wages Inctudad on weekly Iranamiltalm- Instead the payrolls mall
rejulrad by the coolfaot rm the event of failure Io p*y any only nea4 to lmglede $n ImdividulruY Idenllfying number for
laborer or -nechenic, Including jpny aApranlice. bairns# or each employes {a,�.. the Iast four dig111< of line employee's
helper, employed or working an the *ila of the work. all or social :scanty number). The required weekly payroll
pail of the wmgas required by the Can&act, HUD or ils information may ba submitted In Arty tofrn desired-
dmslynem mmyr after wrilten notice to the contraalflr. Optlonal form WH-347 is avarlable for [his purpose from
4pam-er, applicant, or owner, lake such action as may be The Wag and Hour Dlvlsron Wab alto al
meppsaary to -Di1199 the muspenalQn of any furth49r ?tft2.ZAVww,d0l.nor/1224MVI.004802*710stedtfM or Its
parymeni, adVOMCV. Or gluirafr#ee of funds until sua succe3sor Site- The prime contractor is responsible for
4ialalion6 have ceased. HUD or Its tlaslgmae May. after the submlaslon of coples W peyrrplls bk all subcontractors.
written nollea lc the contrnwr, disburse such amounts Contracture and subconlractors shall malwaln the full
withheld for arid on eccoudt of the "Atratlor 43r soclel securlty number arid current Address or each
subeonlraclor l0 4hB 1`65pective amployceA To whom (hay eoYmred worker, and shall pfavJde litem upon requeaT to
are due- The Cormpirarlef General shall make such HUD or Ito deslgmee If the agency Te a party Ic the
010ursements In the case of dlrpci aa41s-80CDn Acl oantracl. bul If the agency IS not such a partY. the
t0mTr4LC13- contractor grill swbrnit the payrolls to the applicant
3. w Pay"rls and bagre records. Parralls and basFc ipansar,of 4wftt, at CAB case may be,for Ir3demission to
reeards ralating therelo shall be maintained by the HUD or Jtd designee,the tontrAtivr, or the Wage mad Hour
caMraclnr dudna the course Of the work preaerwad for a Dlvlslon of the Depaf[rnenl of Labor for purposes of an
period of theca gaffs (hereafter for all laborers and Investloatram or audlt of compliance wish prevailing wp.ge
mechanics working 41 the ails Of the work. Svi;h records raggJremamta- It JS hat a vlelation of Isle Subparsor#ph for
shall contain The name. address. and social s*turity a prime contractor to require a subaantraclor to provide
number of aaoh such worker, his or har Garrett addragges and soolel security numbers to Iha prime
classlflcmtran, hourly ralbs or wa$ea paed (Including rates contractor for Its own records, without weekly submrtsion
of cantributlona or rests molieApMed for bone fide frJngf to HUD or ItA deelgnee- (Approved by the Offlts of
bemefil#or cash equlwalan[a (hereof of The lypes described Managament and Budgel under OMIR 1Ycnlrpl Num4ar
In Section 1(b)(2)(B) of the Gawk-baman Arl). dally and 121$-0140)
waSKEV mumtmr of hovra worked, deductions made and M Esah paymil submitied shalt be accompanied by a
aclual wages paid- Whenever the Secretary of Labor has 'Statement of Gampllance,- algaed by the cantrmc[or or
found udder 311 GFR 5,5 (a)[1}[Iv) Mal the wipes or any eubcontrastor or his or her agent who prtys or superYlsos
taborer or mechanic irrdlufle tine 4MOUaL frf any costa The payment of the persons empipyao lin0or fhe contract
reasonably ant[elpated In pravlding benofils under a plan and araalr carltfy the following'
or program descdbad In Sealloh i(15)(2)(Sp of The Davis- {11 Thal the payroll for we poyrall period cordalna the
Odom Act, the contractor #hell rnalniein repgr¢S which infafmmtlon required to be provided under 29 CFA S-$
OiOw that th# comrnliment to prowida such benefas is (a)(3)(11), thra apprvprIate Jnfofrnallon Is baling mwint*Ined
enfafcsable, that the plan or program Is financially under 21) -CFR 3.6[a){3){i), and that such Irttormallon Is
rmaponsible, and that the plan ar Program hms bean correct and complete'
Pn4Vus edirmm are 000Wa tarn HUD4019(4R A09)
Page 2 of d ref.He ndiboo t 1344,1 -
—CONTRACT-EXHIBITS Page 19
CASA DE ESPERANZA
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(2) Tihet emsh lab-orer or mech&nrc (Including each helper, is not registered or *Morwlse employed as slated slave,
appientige, and Ifatnee) employed on the contract during shall be paid not toss khan klla applicable wage rake on the-
the ppyrorl perlod hag been pald lire full weakly wages wage dsiermloatio-n for the clastliltation of work aelually
earned, wMOV rebatk, elkbar dlreclly or Indirectly, and performed. In addiliorr, any mppreenlce perf61`roing work on
that no deductions have been made either dlreolly or the job mile In exeean of the ratlfl permitted under the
In4iveellp from 11" full wages earned, other than reglsleran program shall be paid nest lass than the
parmlmsible deductians ms sal forth in 29 CFR Dirt 3; applicable wage rake on the wage de;lerminallpn for the
(a! That each laborer or mechanic has been paid not Imam wvfk selually per(ormed. where a cofitrackor is performing
than the applicable wa-ge rates and fringe benefltr}of cash construction oh a proieel In a localltk okh*r than dial In
equlvalants for the ckasstfitiaklOn of work pefrOrrned, a$ which Its program Is registered. the ratios and wage rates
apecified In tlla appNcabfe wage deterMIAMi6n (expraaaed In parcenlaQae Df the journeyman's hourly
Inearporaled Into the 90niraCt, fare) apecifled Ire the eantracterr's or subconiraclor'a
regi3tered program #hair be observed. Every apprentice
Ic) The weekly 6Lrbmlgalrsn cf a properly eireeuteti mutt be paid $k clot le#$ than the rate speoilled In keel
ae•rtlficatlan sel fcrlll off the+e+firs xlde of Optlon*1•.Form regletared prergfM for fhe §ppr*AtICO'b Itwel OF pregfas#.
WH-347 shall satlafy the regWrrtmcrlt for siibmlsslan of the exprsaaed es a percentage of the Journeymen hOurlX rate
'Slatamenl of Compliant required by subparagraph
A.3.(13}ib}_ specified in the eppl Ice ble wage determinstian.
Apprgmlloea shall be paid fringe beneWs in accordance
(4) The falsification of any of the alcove certifications may wilh the provisions of the apprenticaahlp program. If the
subjecl the contractor or SNbCi ntriClar go Civil or crimimal apprenticeship program does nol apeotfy fringe benefits,
prosecutlon under Socllon 10D1 of Titre 19 and Section apprentlres Must bR paid the cell amount of fringe benelik3
231 of Tolle 31 of thm United States Code. Haled on the wage dmiefmin0lion for the Applicable
Jill] the CODtr901n1' or subeonlrector shall make the 01e541fkaillon_ If the AdminlstratOr delermines that e
records rrgUIM under subparagraph A-3.01 #valloble for different practice prevails for the applicable mpprerllacm
Inspartion, capying, or Ora nscflptlan by aukhorlsed Wa3eiri allan,fringes ehatl eke pmld in a"ardanoe wllh thal
repfemantatYves of HUD or Its designee or the Department deteurnlnatlon. In 131e event the Office of Apprenticeshlp
91 Labor, and shalr permit such repremenlativee Io Tralrilnjw, Employer and Labor Services, or a Stale
interview Ompl0yee6 4efriny wgrking hours an the Jab. If ApprenNcaship Agency recognized by like Offle:e,
Me contractor or suboontrectortalra to surkmIt the squired wlthdfaws approval o1 art appronlicashlp program, the
raefirds or to make them availsble, HUD Or its 4esignee contractor will no Ianger be permitted to utlllxe
may, frier wrillun nestice to the Contractor. SPOns#r, 101prynNIC00 81 1033 th2M tine aDpllCmble preeaetermlnep role
applicant enr owner, take Such action as 17Qy be neCesSsry for the work performe4 until an accepiabre program ¢s
to catlae the sUepemalon of any further payment, adrmnea, approved.
Or guOrank$e of funds. Fuflhermare, failure to mubmlt the {14 Tralneem. Except am provided In 29 CPR SAS.
regtrlr*d record} upor1 requeat or to rnPke much records trpineea will no-1 be permitted 10 work at Insg than the
available may ba grounds for 4*barmenk Oct'-on pursuant t4 rat• f¢r the work peefgrrne4 unlee4 they are
29 GFR 5.12. employed pursuant %to and In4rrwl4uarly registered in a
4. Apprentice■ Find Tralnees. program whlth has re-cWyed prior 40pt6w4l, evidenced by
IF) Apprantlta#. Apprenttoeb will be permitted to work at formal cearilflcet4an by the U.S. Department vl Labor,
leas than the pradetermined fate for the work they Emplayment and Tralnln9 Adminlalretloo_ The ratlo of
performed when they are employed pursuanl to end trarneies 1O 10prnayir4efi on the Job mlte shall not he greater
Individually raglmtefed In a bane fide apprenticeship than parrni(ed LlAder Me plan appfowe4 by the
program regiSleree wilh the U.S. department of Labar, Employment and Training Adminkstrallon, every trainee
Employrnenk and Training AdminIQFg1tl0n. Offtoe Of roust be paid at not leas Man Ma ralo apeolflad Mn the
Apprariliceship Tralnlrlg, EMPloYef and Labor S-MiCSS, or approved program for the lralnser's level of pragress,
with a State Apprenlleisshlip Agency mcognliad by the expressed ag a percentage of MS Journeyman hourly rate
Office. OF if a person is emAroyed In his or filet flrst 0 3pecllied In the applicable wage disterminatimn. Yrmiaee3
days of probstlonary employment as en Fipprentloe In such *hail be pall frin§b benefil8 In aCCarp$nCe with the
on apprenticeship program, who Is nut Individually provixlons of the lrainoe program. If the trainee program
feglstered In the program. bul who has been cart"le-d by does not mansion fringe benefits, traflloas Shall be pmld
the Offieb Of ApprenticeShlp Training, Employer and Labor Ise full amount of fringe beAefets listed on the wage
Services or a SIM* ApprentiodSnlp Agen" [whefb determinalion unletls lire Adminla(ratof of the Wage and
apprnprlale} to he allpible for probationary employment as
Hour Dlvlslon determInetr tba1 there Ito on apprenkicesblp
pn $pprentlec_ The allowable ratio of apPrentices W
Program assoaioted WHIM Me corresponding Journeyman
Jewrflvyrnerl on kbe job yli,e in any creft claaafflcmtlgn shall wage rats on the wage determfnalion whfeh provides for
hat be p-reater than fhe ratio permitted 1a the contractor as Peas lihan full frlrege benefits for apprrin lies. Any
to the entire work force under the reglslore4 program. Any employee 11ated an the payroll mt a trainee rate whq Ii�net
worker listed an a payroll at an apprentice wage rate, who registered and partlorpaling In a tralning plan approved by
previous ed"M am o"otete form Nile-4010{OB120M
page 015 W.Handbook JUM
—CONTRACT-EXHIBITS Page 20
CASA DE ESPERANZA
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the Employment and Tr#Ining Administration shall be paid awarded HUD contracts or p#rtlorpale In HUD programs
not leas Than the applicablm wage rmtm an the wage pursuant to 24 CPR Part 24,
daterminatlon for the work actually performed- In addltlon, (11) No parl of this contract shilll be aubtonlfacled 10 any
any trainee performing work an the Job ylte In exce5t of parson or flan inaliglble far award of a Gprernmenl
the ralio parmltted under the regEslered program shall be conhrmtt by vaetua of 56MIOtl 3(*) of the D*wl#-Bacon soot
paid not less than the applicable wage rots on the wago afi 29 CFR 5.$2{A}ft} or 10 bb awarded HUD abnlratt# or
ditermluatlon For live work actually performmd. In the parlicipete In HUD pregrams pursuant to 24 CFR PaA 24.
avant the Employment and Trmaning Adminratretloa !Ill) The penalty far making false atetemenls is prescfkbed
withdrawn approval of a trmining program, the canlrmelaf In the U-$. OtIminst C44e. 19 U.S.C. 1001. AddlllonmIly,
will no Ionger he perrnitted to ulilkze lralnee# at lost than
lite opplloable preclel9rmined race for the work parforrneo U.S.aCl 11.10ml C00e, Sactkan 7 ft1 n Title 1 lr Ides „
until*Fl acceptable pra0r*rn Is appraaad. 'Federal Housing Adminlatratl�n lraneacliana-, pro+rl4ea In
part. 'Who6yer, for 111e purpose 4f . , , rnfluenclag In ony
(lfl) Equal employment uppertunity. The utirizdticn of wag the action of much Adminkmtralian.._._ makes, vltera or
apprantkoea, IFNIne916 and Journeyman under 20 CPR Part 3 pubJiahen any dtaramsnl knowing Iha sarna to ha
shall ba in carrforrnily with the equal employment shall be fined nol mofe Than SS.000 or Imprl"ned nol
opperluhllyr requlrerneal# of Execuflve order 11246, ms more than two freers.or bells,'
amended.and 29 CFR Parl 30. it. Cmmplelnsa, proemodings, or Ta*trmony by
G. Conliplianc■ w11h Copeland Act requlraments, The fimplaysas. No laborer or mechanic to whom lire wove,
contractor shalr comply with the requirements of 29 CFR spl#ryr, of at per Infer stand Ord It prowlmlonn of this Contrmpl
Pail 3 which are leaorpor#tad "rbforente In lhis contrpal are appfrcaNe shall The Elscbsrged or Fri any other Mon"r
G. Subcontrect#. Iho contractor or subcontractor will discrirminiled Llgain#1 by the Coe#rw4tar ar any
lnsmrt in any subcontracts the clauses conlained In suboonlradof because such arnployee Nee fired erey
sunparngraplre 1 lbrough 11i In Ihis paragraph A end such complaint or inslltuted or amused to be Institutud any
ether tlausaa as htUb of Ila designee mmyr by appropriate proceeding or has testified or is about to teslify in any
lmatnuotlons require, am4 a rffipy of the i1ppFlG#Dle pfOG#etling finder or relal.Ing Ia the Imbof stantlard%
prevalling w*pe loot#ion, *rid also a clause requiring the oppllc*010 Gn4er thla ConlrpGf to hie ernptayer-
subcalrlreclars to Include these ol#uass It, shy tower 114r g, Combs# work ILouth aid S,rrW Standmrdt Act- The
subcontracts. The prime contractor shall be rosponelble proviaicna of this paragraph B are applicable where the amount of the
for the compliance by any aubaknlraclor of Iwvar liar pwn-9 contract axoeeds $100.OW As used In this paragraph, the
&ubc.anfmwor with all the contract clauses in this terms-Mberers'and'madunks'knehide wmrchmen and qua rds.
paragraph
(1) Cyertlrrro rrrqulramenl*- No wntradar or#utxanlraclar
T. Contract termloallo„; debarment. A breach of the contracting for any part of Ora aontradl work which may require or
GODIri Ol clauses in 20 CFR 5.5 stay be grounds for rmlve die empkr"mA of laurels or medwnk�& shall require or
termimitlan of the contract and far debarmenl as a pefmh nny such Iabarer or mechanic in any workweek ie whkin tree
Contrpolor and a $ubcanlrectar as prevlded In 29 GFR ind WF is emptOV00 on 6wCh*Wk to Work brY exoM of Q hMM A
$-12. 3uclr workweek unless each Laborer or m*chmnlc fe*C S
lf, C*rro fiinos with Davq-Gacon and RNaEed+Mat"u1mmenle- o mpcmatlon al a rate mKA leas lham one and ar049lfbnx-j the basic
All rulings end Interpretations of the Davis-Bacon and rare of pay oar ar hours worked) In "4;svi of 40 hour& In nudr
Related Acla rontelned in 29 CFR Parts 1, 3, and S are workweek.
rtareln Incorpafaled by reference In thJs contract i2} Violation: IlahllAy for unpaid wages; liquidatai*
g. ❑I#putas concerning l■bor stseldarde. Disputes damsgos. In the event of any violation of the clause set
mrisin9 art of the fdbor #tendards provisions *1 this Fodhr JA tub peragraph {t) of MIS paragralM, the ccnlrastor
contract shall not be #ubjetl to life general dIsPutes urid any subcontractor resperlalble Iherefcr shall ba IEnb1e
oluuae of Ihka contract- 8mch dlmputeb Shatl be resolved in for the unpaid wages- In odditlan, such contractor and
acoordanne with the procedures of the Uapartrnent of nuhcantfeclor shall he liable to the Unitmd Stares (la the
Labor #el forth in 26 CFR Parts S. 6. and 7- Disputes case of work dort4 undef contract for Me DI#trlot of
wlthln the meaning or thl# clause include dlspule# between i,oiurnbEa or a lerrltory. 10 Such District or to such
the contractor (or ray of ils subaontraalor#) and HUD or tarrlkory), For Iiquldaled damage#, Such Irquldatsd
Its designee, t" U.S. 1016partnent OF Labor, or tore darrkagot shag be,tompuled with ra*paut to math Individual
am ploys me orlhelf repreaenlaNvem- laborer or mmehanlc, knoludrng watchmen and fluarda,
tP. (1) Cortifla#lion of Eligll III%y. By entering into this employed In violutlon of the clause sat forth In
coatltacil. the contractor cmlifle# Ihat meithar 11 (nor ha or subparagraph(1)of lhra paragraph, intlratlramai' Dfareaah
she) nor any person or font who has an Intaresl In Chia calerKLW 49Y on*rich torch 1WV4A0 woe 1rr4uIr'54 or perMMM to
canlrector'a flrm la a person flr firm Ineligible to be work in excess of die standard workweek of 40 hour#wilhout payment
awar4j90 43owernmgnt coniracls by vlr!bue of Gaorkan 3(a) of of rho avarWra W29M requkrAd by the c118u&8 Eat forth In sub
the Da MI#-lilik"ai AM or 2$ 1�FR 3-t2(a)f1} or to be paragraph(1�of Ihla pa rag rmph-
Plcvious edkk nS are ob30sla farm HUd4618 M?LCM)
Papa 4 Of f, ref.Handboot 134#.l
—CONTRACT-EXHIBITS Page 21
CASA DE ESPERANZA
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Ca! 1Withhol4ing for unpeld wages and Ilguldetttl
darrleQas. HUD of Rs designee shall upgn It% awn actlan
Or upOrl written requeat of an Iru1hori;e¢ fepros<entative of
the Department or Labor withhold or cause to be *1MIlleld.
Own any moneys payable an account of work porfvrm@d by
lilt comlrac10r or %Ubcaniractar under any such conl(act Or
arty older F4dtral contract with the same prime oantraal,
or any other Fed a roll y.a#6i#Id4 GonlfaCl subject ID Mis
Contract Work Hours end Sfi4ty $1arl4404S Act wYNci5 Is
held by the same prima CorrtraCtOr Such sums Its Ma'Y 40
delefm1ne# to he necessary to s:atlsfy any llablliteEs of
suorl contrpGtor or auheontraataf for unpaid wages and
rlquidal4d damages as provided In the clause ael roah in
subpar9greph (2)or Chia paragraph,
14) Suhr:ontraeta. This roalreCtor of subcontractor shall
Insert In any ;Ubccntracls the clauses set forth In
subparegroph t1f through (#) of thla paragraph Ovid a180 e
Clause requlNoq the oupponlr$Clora to Incude these
crausea In any 14wcr tier suboonlraajs. The prime
carallaatar shall be resRonslbre for Compliance by any
�ubcDnlrae[or or lower tier subCOfllriClOr wilb the 4:1o"oS
aet lartth In subparaQraphs (1) through 14i of this
paragraph.
C. Health wid Sattly. Tte praNblans of this per$graph C am
eppllraalewhmm the amount of the"o—corrbid Axo Ws 51C4ON.
[1) NG Ieborer or mechanic shell he ragUlrad to work In
aurrourtdlRgs or under warklny candlllens which are
unsanllary. hazardous. or dangerous 10 his heegh and
safely as delarmined urldav Co"levellon safety And hddllh
standards prornulgalBd by the Secretary U! Labor by
se qule 11-cn.
(21 The Contractor shall comply with ail regulations
laaued by the Secretary of Libor pvrsuanl to Title 2$ P;prt
19215 and follure to remloly May fobi:lt Fn Imposili#n of
5OnoliOn4 pUraUpnt to the Contract Work Hours end Safety
:914<n4erds Am (Pk)hlie Lew 91-94r 83 Stal !rS). 40 USG
3701 et sea,
(9) The "nuaolor Shall Include the proulislona Of thla
paragraph In every subdonlfacl 5o 14'at Eufrh prOW$Ions Will
be binding on each subcontractor_ The "alraator shall
tak4 such attron with rcypact to any subcontractor as the
Socrotaty Of Hausing and Urban Development ar the
Secretary of Leber shall dlreet as a me$ne of enforcing
auah provlalana.
Previous edrtrens are obaaldc (u-HUB4410(C LD9)
Page 5 of 5 ret.Handbook i31s.i
—CONTRACT-EXHIBITS Page 22
CASA DE ESPERANZA
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EXHIBIT "I"
SECTION 3 REPORTING FORMS
SECTION 3 BUSINESS CERTIFICATION
SECTION 3 SUMMARY REPORT (Form HUD-60002)
—CONTRACT-EXHIBITS Page 23
CASA DE ESPERANZA
Error!Unknown document property name.
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 $58,700 annually qualifies as a
Section 3 Resident):
Persons in 1 person 2 people 3 people 4 people 5 people 6 people 7 people 8 people
Household
$45,650 $52,200 $58,700 $65,200 $70,450 $75,650 $80,850 $86,100
1 certify that the information I am providing is true and could be subject to verification at
any time by a third party. I also acknowledge that the provision of false information
could leave me subject to the penalties of Federal, State and local law.
Subcontractor's Authorizing Signature: Date:
Subcontractor's Authorizing Printed Name:
Subcontractor's Authorizing Signatory's Title:
For Prime Contractor Only:
Reviewed by: Date:
—CONTRACT-EXHIBITS Page 24
CASA DE ESPERANZA
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Reviewer's Job Title:
Effective as of April 2014
—CONTRACT-EXHIBITS Page 25
CASA DE ESPERANZA
Error!Unknown document property name.
EXHIBIT "I"
Section 8 Summary Report U.S.Department of Housing OMB Approval No: 2529-0043
Economic Opportunities for and Urban Development (exp.11130/2010)
Law—and Very Law-Income Persons Otfice of Fair Housing
And Equal Opportunity HUD Field Onc�e
Section back of page for PuNic ReWcg Bu rden statem orY
..1::vnl Hume&fakir ess (stf get,city.sIs W.zip) 2. vlardl IderW radon (grant nu.) Total Arrfoult of Rwurd.
a Corktact person 5 Phone 11ncu(*area code)
6 Length of Gront 7 RDporimg period
8 Dule Report Su Mndled 9 Program Code. (Use sepw ule yf ieel 10.Program Mama.
for Caoh pmgram mdc)
Part I: Employment and Training Columns B,C and F are man datory fields. Include New Hires in E&F)
A 5 c ❑ e F
Number of Number of Now 'Ye of Ag greguto Nurnbei %of Taal Staff Hours Number dl Sachon S
Job Category New Hires Hires that are of$taff Hour;of Now Huns for SBttion 3 Employee: Trak*Eas
?r.3 Residents that are Ser,3 Residents and Trairraas
Professionals
Technicians
0tficeK:Ierical
Can Struetion by Trade(List)
Trade
Trade
Trade
Trade
Trade
Other List
Total
'F rQui dJi C:Jes 3=Pub4iolwhan Mousing 4•Homeless As sistanco 8•C•DSG•Stale Administered
-F I--t•i C•!-ut-:J v A=Oevalopmant. 5=HOME 9=Other CP P"rams
. -.`•6c,,r 11 B=Operation S=HOME State Administered 10=01tler Housing Programs
C-Moderrilahon i•CDSG Entitlement
Page 1*12 form HUD 80002 M2001)
Rai 24 CFR 135
Part If: Contracts Awarded
1. Construction Contracts:
A. Total dollar amount of all contracts awarded on the project $
B. Total dollar amount of contracts awarded to Section 3 businesses $
C. Percentage ofthe total dollar amount that was awarded to Section 3 businesses %
D. Total number of Section 3 businesses receiving contracts
2. Nan-Construction Contracts:
A. Total dollar amount all non-construction 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 hu sinasses receiving non-construction contracts
Part III: 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 I ow-and very low-income persons,particularly those who
are recipients of government assistance for housing. [Cheek 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
n on metropolitan county)in which the Section 3 covered program or projeet is Ioratad,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 concems.
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 currently valid OMB
nu mber.
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 C F R Part 135. The information will be used by the Department to 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 he 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 A-108 are not applicable. The reputing requirements do not contain sensitive questions. Data is cumulative;personal identifying
information is not included.
PWO 2 of 2 Ion HW t;0002(11M10)
Ref 74 CFR 1n
Form HUD-60002,Section 3 Summary Report,Economic Opportunities for Low-and Very Lowancome Persons.
Instructl ons: This Form is to be used to report annual 8. 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 of HUD Program corresponding
Section 3 ofthe Housing and Urban Development Act of 1968. The with the"Program Code"in number G.
Section 3 regulations apply to any pubNc andlrrdlarr housing
programs that receive: (1)devala pme nt assistan ca pursuant to Part I: Employment and Tralnl ng Opp ortunitles
Section 5 of the U.S.Housing Act of 1937;(2)operating assistance Column A: Contains various job categories. Professionals arB
pursuant to Section 9 of the U.S.Housing Act of 1937;or(3) dafin ad as people who have special knowledge aran occupation(i-a.
modernization grants pursu ant to Section 14 of the U.S.Housing Act supervisors,architects,surveyors,planners,and computer
of 1537 and to recIpIE'llts of housing and commu hilly developmem programmers). For constru cti on positions,list each trade and provide
assistance In excess of S200,000 expended for: (1)housing data in columns B through F for each trade where persons were
rehabilitation(including reduction and abatement of lead-based paint employed. The category of"Other'includes occupations such as
hazards);(2)housing constructon;or(3)other public construction service workers.
projects;and to contracts and subcontraclshr excess of$100,000 Column B: (MandatoryFteld) Enter the numher of new hires far
awarded in connection with the Section-3-covered activity. each category of war kers identified in Column A in connection with
Form HUD-60002 has three parts,which are to be compl ated for this award. New hire refers to a Person who is not an the contractor's
all programs covered by Section 3. Part I relates to employment or recipient's payroll for employment at the time of selection for the
and training.The recipient has the option to determine numerical Section 3 covered award or at the time or receipt of Section 3 covered
employmentAraining goals either on the basis oftha number of hours assistance.
worked by new hires(columns 8,D,E and F). Part II of the form Column C: (Mandatory Ft eld) Enter the numher of Section 3 new
relates to contracting,and Part III summarises recipients efforts to hires for each category of workers identified in Column A is
comply with Saction 3. connection with this award. Section 3 new hire refers to a Section 3
Recipients or contractors subject to Section 3 requirements must resid ant who is not on the contractor's or recipient's payroll Far
maintain appropriate documentation to establish that HUD financial amyl oym ant at the time or selection for the Section 3 covered award or
assistance for housing and community development programs were at the time or receipt arSoLdon 3 covered assistance.
directed toward law-and very low-income persons.' A recipient of Column D: Enter the pereenta go of all the staff hours or new hires
Section 3 covered assistance shall submit one copy ofthis report to (Section 3 residents)in connection with this award.
HUD Headquarters,Office of Fair Housing and Equal Opportunity. Column E: Enter the percentage of the total staff hours worked for
Whare the program providing assistance requires an annual Section 3 employees and trainees(including new hires)connected
performance report,this Section 3 report is to he submitted at the with this award. Include staff hours for part-time and full-time
same time the program perrormance report is submitted. 1Nh are an positions.
annual performance report is not required,this Section 3 report is to be Column F: (Mandatory Field) Enter tha number of Section 3
submitted by January 10 and,irtha project ends before December 31, residents that were trained in connection with this award.
within to days ofproject completion. Only Prime Recipients arc Part It Contract Opportunities
required to report to HUD. The report must include Block 1: Construction Contracts
accompfishni of all recipients End their Section 3 covered Item A: Enter the total dollar amount of all contracts awarded on the
coftnwfors and subcantractors. projectlprogram.
HUD Feld Office: Enter the Field Office name. Item B: Enter the total dollar amount of cc ntracts connected with this
1. Recipient: Enter the name and address afthe recipient proj ectlprogram th at were awe rded to Section 3 hu sin asses.
s u bmitti n g th is report. Item C: Enter the percentage of the total dollar amount or contracts
2. Federal Identification: Enter the number that appears on the Conn ected with this prejectlprogrom awarded to Section 3 hu sin asses.
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: Non-Construction Contracts
3. Dollar Amount of Award: Enter the dollar amount,rounded to the Item A: Enter the total dollar amount of all contracts awarded on the
nearest dol Is r,received by the recipient. project/program-
4&5. Contact PersonlPh on a: Enter the name and tel eph me number Item B: Enter the total dollar amount of contracts connected with this
of the person with knowledge of the award and the recipient's project awarded to SBctim 3 businesses.
implementation of Section 3. Item C: Enter the percentage of the total dollar amount or contracts
13 Reporting Period: Indicate the time period(months and year) Conn acted with this project1program awarded to Section 3 hu sin esse s.
this report covers. Item D: Enter the number of Section 3 businesses receiving awards.
7. Date Report Submitted: Enter the appropriate date. Partlll: Summary of Efforts—Self-explanatory
Submit one(1)copy oft his report to the HUD Headquarters Office of
Fair Housing and Equal Opportunity,at the some 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 of the median for the area on the basis of the Secretary's findings such that
report is submitted by January 10. Include only contracts executed variations are necessary because of prevailing levals of con stru ctian costs
during the period specified in item 8. PHAsAHAs are tc report all or unusually high-or low-income fa mil ias- Very low-income persons mean
contra ctslsu be antra ct s. ow-in coma families(including single persons]whose in cam es do not
exceed 60 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 ra mil ies,except that the
the same meanings given the terms in section 3(b)(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 of the Secretary's fin din gsthat such
(including single persons)whose incomes do not exceed 80 percent of variations are necessary because of unusually high or low family incomes.
the median income for the area,as det armi Fred by the Secretary,with
adjustments for smaller and larger families,except that
Pager farm HUD$0002[1 r)2010)
Rat 24 CFR 135
EXHIBIT "J"
STANDARDS FOR COMPLETE DOCUMENTATION
Esperanza Project — CARES ACT
Neighborhood Services Department
Checklist for Review & Standard of Documentation for Development Costs
Cost Type Documentation Standard
Acquisition of Rea I - Notice to Sel ler(date must he on o r before th a date of optio ns
Property agreement or sales contract and signed by the buyer and seller)
Master Settlement Statement/HUD-1
Appraisal,market opinion,or other dociment used to determine
purchase price
Verification ofvacant and uninhabited status(as applicabler to
ensure that U RA doesn't apply)
Verification of completed Phase I ESA following ASTM standards
Pre-Development and Soft ❑ Invoice showing incurred costs
Costs(Architectr Engineerr ❑ Invoice must include:
Landscape Designr Surveys, o date
AppraisalsrEnvironmentaI, o company's I etterhe ad
Legal Fees, o address for which service is provided
Other Consulta nts,Ete_) o description of service(s)and item(s)
o amount for hem izedservices
o total amoum
❑ Fully executed contract/service agreements/letter agreements and
applicable amend mems
❑ Provide printout from www.sam.gm verifying each
contractor/subcontractor is not lisped on the debarred and
suspension list
Construction Costs = All cost expended should besubmitted following A IA G702
Contractors& standardsr signed by contractorr and signed/certified by a licensed
Subeontraetors) Architect
Invoices showing construction costs incurred should include:
o date
o corn pany's letterhead
o address for which service is provided
o description of service(s)and item1s)
0 amoum for item izedservices
o totaI amount
❑ Copy of applicable inspection report(s)conducted by NSD Inspector,
showing:that invoiced works/materials have been incurred
❑ Fully executed contractfservice agreements/letter agreements and
applicable amendments
❑ Provide printout from www.sam.grnl verifying
contractor/subcontractor is not listed on the debarred and
suspension list
and documentation of how costs are allocated
Neighborhood Services
Page 1
—CONTRACT-EXHIBITS Page 29
CASA DE ESPERANZA
Error!Unknown document property name.
Esperanza Project — CARES ACT
Neighborhood .Services Department
Checklist for Review & Standard of Documentation for Development Costs
Cost Type Documentation Standard
Materials Purchased - All cost expended should be submitted following AIA G702
by Developer standards,signed by contracted,and signsedfoertified by a
(if applicable) licensed Architect
❑ Invoices should include:
* date
o corn pangs letterhead
o ad dress for which item is delivered
o description of item(s)
o amount of each item
o unit cost
4 total cost
❑ Verification of delivery
Final Inspection/Final ❑ Final Invoices Reflecting Total Develo pment Costsu bm itted
Payment followringAIA G702standards,signed by contracted,and
(there is a holdback signedfcertified by a licensed Architect
payment in this contract) ❑ Copies of final lien releases from contra ctorjsubcontractor
Corn plete Documentation income eligibility of renters(Le_,
income 63-cumients for eligible tenants)
Lease documents for a minimum of 60 tenants
Copy of applicable inspection reports)conducted by NSD
Inspector,showing that invoiced work has been completed to
City standards and materials have been received
Neighborhood Services
Page 2
—CONTRACT-EXHIBITS Page 30
CASA DE ESPERANZA
Error!Unknown document property name.
EXHIBIT 40
PROPERTY DESCRIPTION
Tract 1:
Being Lot 2, in Block 9B, of NORTHERN CROSSING, AN ADDITION TO THE CITY OF
FORT WORTH, TARRANT COUNTY, TEXAS, according to the Map or Plat thereof recorded
in Cabinet A, Slide 4262, Plat Records, Tarrant County, Texas, as described below.
Being a 2.30 acre tract of land situated in the David Odum Survey, Abstract Number 1184, city of
Fort Worth, Tarrant County, Texas, and being a portion of Block 9, Northern Crossing, Phase I,
as recorded in Volume 388-202,Page 69,Plat Records, Tarrant County, Texas, said 2.30 acre tract
of land being more particularly described by metes and bounds as follows:
Commencing at the Northeast property corner of Lot 1, Block 9B,Northern Crossing, Phase 1, as
recorded in Cabinet B, Slide 1331, Plat Records, Tarrant County, Texas. Said corner being on the
West right-of-way line of Beach Street (a variable width public right-of-way);
Thence North 89 degrees 51 minutes 00 seconds West for a distance of 225.47 feet to a 5/8-inch
iron rod found for the Southeast property corner hereof and point of beginning;
Thence North 89 degrees 51 minutes 00 seconds West, passing the Northwest corner of said Lot
1, and in all a distance of 296.88 feet to a 5/8-inch iron rod for the Southwest property corner
hereof;
Thence North 03 degrees 59 minutes 49 seconds West for a distance of 327.62 feet to a 5/8-inch
iron rod found for the Northwest property corner hereof; said iron rod being on the South right-of-
way line of Tanacross Drive (a sixty foot wide public right-of-way);
Thence North 86 degrees 00 minutes 11 second East, along said right-of-way line, a distance of
296.10 feet to a 5/8-inch iron rod found for the Northeast property corner hereof;
Thence South 03 degrees 59 minutes 49 seconds East, departing said right-of-way line, a distance
of 349.09 feet to the point of beginning and containing 100,188 square feet or 2.30 acres of land,
said property having been platted and now known as Lot 2,Block 9,Northern Crossing,an addition
to the City of Fort Worth,Tarrant County,Texas according to the plat recorded in Cabinet A, Slide
4209, Plat Records, Tarrant County, Texas.
Tract 2: (easement estate)
Easement estate created in Storm water and Sanitary Sewer Easement dated April 30, 1998,
executed by Mercantile Partners, LP, to ESA 6086, Inc., filed for record under Clerk's File No.
D198122668 in the Office of the County Clerk of Tarrant County, Texas, over and across the
following described property:
—CONTRACT-EXHIBITS Page 31
CASA DE ESPERANZA
Error!Unknown document property name.
Being a tract of land 25 feet in a width located in the David Odum Survey Abstract Number 1184,
and being a portion of Block 9B,Northern Crossing,Phase I,an addition to the City of Fort Worth,
Tarrant County, Texas, as recorded in Volume 388-202, Page 69, Plat Records, Tarrant County,
Texas (PRTCT), and being more particularly described by metes and bounds as follows;
Beginning at a 5/8-inch iron rod found for the Northwest corner of Lot 1, Block 9, Northern
Crossing, as recorded in Cabinet A, Slide 1331, PRTCT;
Thence South 00 degrees 09 minutes 00 seconds West, along the West line of said Lot 1, Block
98, 310.00 feet to the Southeast corner of said Lot 1, a 5/8-inch iron rod found in the North right-
of-way line of Northern Cross Boulevard, a 100 foot right-of-way;
Thence North 70 degrees 18 minutes 56 seconds West, with the said North line of Northern Cross
Boulevard, 26.53 feet;
Thence North 00 degrees 09 minutes 00 seconds E, 25 feet West of and parallel to the said West
line of said Lot 1,Block 9B, 301.13 feet to the South line of proposed Lot 2,Block 9,said Northern
Crossing;
Thence South 89 degrees 51 minutes 00 seconds East, along the said proposed South line of Lot
2, 25.00 feet to the Point of Beginning and Containing 7,639 square feet or 0.175 of an acre of
land.
—CONTRACT-EXHIBITS Page 32
CASA DE ESPERANZA
Error!Unknown document property name.
EXHIBIT "L"
DEED RESTRICTION
DEED RESTRICTIONS
CARES Funds
THESE DEED RESTRICTIONS ("Deed Restrictions") are made effective as 12020,
by and between FW CASA DE ESPERANZA, LP, a Texas limited partnership ("Developer"),
as Grantor, and CITY OF FORT WORTH,TEXAS,a municipal corporation of the State of Texas
("City"), as Grantee.
WITNESSETH:
WHEREAS,City has received funding through the Coronavirus Aid,Relief,and Economic
Security Act ("CARES Act"), Title V ("CARES Funds"), to provide emergency assistance and
health care response for individuals,families,and businesses affected by the COVID-19 pandemic;
WHEREAS,the U.S. Centers for Disease Control and Prevention("CDC")have noted that
congregate living situations such as homeless shelters pose a greater risk of COVID-19 spreading
and has issued recommendations that emergency homeless shelters should reduce
density/decompress to allow for safe distancing of homeless clients;
WHEREAS, the CDC additionally recommends, "Protective housing for people who are
at highest risk of severe COVID-19," including those over 65 years old and those with specific
underlying health conditions,particularly chronic lung disease or moderate/severe asthma, serious
heart conditions, immunocompromised, severe obesity, diabetes, chronic kidney disease and liver
disease;
WHEREAS, permanent supportive housing ("PSH") is a type of housing suitable for
disabled households experiencing more than one year of homelessness,with PSH clients requiring
ongoing case management and assistance to remain housed;
WHEREAS, there has been significant homeless system funding provided to the City and
the Tarrant County Homeless Coalition through the United States Department of Housing and
Urban Development's Emergency Solutions Grants ("ESG Funding") due to COVID 19,but this
funding is limited to basic housing assistance only and cannot be used does not address the need
for PSH;
WHEREAS, in view of the CDC recommendations and the lack of ESG Funding for PSH,
the City has used funding provided under the Coronavirus Aid,Relief, and Economic Security Act
("CARES Act"), Title V("CARES Funds")to create 100 new units of PSH to provide protective
housing for high risk COVID vulnerable households to be known as Casa de Esperanza (the
"Project");
WHEREAS,Housing Authority of the City of Fort Worth,Texas d/b/a Fort Worth Housing
Solutions ("Owner") has acquired fee ownership of and leased to Developer the real property
—CONTRACT-EXHIBITS Page 33
CASA DE ESPERANZA
Error!Unknown document property name.
described on Exhibit"A" and the improvements thereon(the "Property"), and City has agreed to
lend, and Developer has agreed to accept, a forgivable,nonrecourse loan of City CARES funds in
the amount of $9,250,000 (the "Loan"), pursuant to the requirements of the CARES Act in
accordance with that certain CARES Contract, City Secretary Contract No. , between
Developer and City, for the purpose of assisting Developer in developing the Project ("CARES
Contract");
WHEREAS,as a condition to City making the Loan,Developer must agree to comply with
certain occupancy, rent and other restrictions described herein for a period of time in order to
comply with the CARES Contract, and agrees to convey to City certain covenants and restrictions
described herein that will burden the hereinafter described real property so that the Project will
meet the CARES Act requirements ("CARES 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
CARES Regulations, Developer (together with its successors and assigns and subsequent owners
of the Project),hereby agrees that the following restrictions (the"Restrictions") shall apply to the
real property described in the attached EXHIBIT "A":
(1)The number of units in the Project which have been designated by Developer and
approved by the City as subject to all occupancy, rent, and Performance requirements contained
in the CARES Contract shall consist of all units of the 100 total residential units in the Project
("CARES Units")
(2)The CARES Units shall be rented or available for rent to households with a person who
is (a) COVID vulnerable in accordance with CDC guidelines at the time of lease and (b)
documented in HMIS to have (i)chronicity of homelessness, meaning over one year continuously
homeless or four episodes of homelessness over three years that cumulatively total over one year
as evidenced by shelter bed check-ins in shelters in the Fort Worth/Arlington/Tarrant and Parker
County HMIS area or street outreach team notes for unsheltered, and (ii) a Verification of
Disability("CARES Eligible Household").
(3)The Project is to be owned, managed and operated as a rental housing project for
permanent supportive housing as set forth in the CARES Contract, the CARES Units must be
occupied only by CARES Eligible Households as defined in the CARES Contract and must also
meet the following requirements to qualify as permanent supportive housing and will be subject
to the following restrictions and covenants:
a. The CARES rents are subject to review and approval by City as more
particularly set forth in Section 7.3 of the CARES Contract; and
b. The Developer will not refuse to lease a CARES Unit to a CARES Eligible
Household that has 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 tenant-based rental assistance
—CONTRACT-EXHIBITS Page 34
CASA DE ESPERANZA
Error!Unknown document property name.
program because of the status of the prospective tenant as a holder of such certificate,
voucher, or comparable tenant-based assistance document.
(4)Developer must verify that all tenants of CARES Units are CARES Eligible Households
with full Homeless Management Information System documentation as implemented by the Fort
Worth/Arlington/Tarrant and Parker County Continuum of Care TX-601 at the time the initial
lease for a CARES Unit is executed.
(5)Developer's lease for the CARES Units shall comply with 24 CFR Part 92.253 as more
particularly described in Section 7.21 of the CARES Contract.
(6)Developer's tenant selection policy and criteria shall be consistent with the purpose of
providing housing in accordance with the CARES Regulations as more particularly set out in
Section 7.4 of the CARES Contract.
(7)The Project shall be maintained to and fully comply with all City Codes and 24 CFR
Part 92.251(b).
(8)The Performance Period (meaning the period during which the above Restrictions (1)-
(7) burden the Project) for the Project is 20 years ("Performance Period"). The Performance
Period begins on the date that the Project is issued a certificate of occupancy.
The Restrictions (i) shall run with the land, (ii) shall be binding upon Developer and
Developer'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 only be
any member of a CARES Eligible Household. Developer hereby subjects the Project (including
the Project site)to the Restrictions and hereby declares its express intent that the Restrictions shall
be deemed covenants running with the land and shall pass to and be binding upon Developer'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 be 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.
Sale or Transfer of the Land or Project. Until the termination of these Deed Restrictions,
Developer 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 requirements of a conveyance of real property in Texas, shall be null, void
and without effect, shall cause a reversion of title to Developer, and shall be ineffective to relieve
Developer of its obligations under this document unless the transferee agrees in writing to be bound
by these Deed Restrictions.
Developer and City hereby declare their understanding and intent that the Restrictions
directly benefit the real property.
—CONTRACT-EXHIBITS Page 35
CASA DE ESPERANZA
Error!Unknown document property name.
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 the other party and the other party shall pay to the prevailing party, in addition
to all other sums which may be payable to the prevailing party as a result of such action, a
reasonable sum 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.
Owner shall cause this document 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.
These Deed Restrictions shall be governed by the laws of the State of Texas.
Headings and titles herein are for convenience only and shall not influence any construction
or interpretation.
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.
All terms not defined herein shall have the meaning proscribed to them in the CARES
Contract. If any provision of these Deed Restrictions conflicts with any provision of the
CARES Contract, the provisions of the CARES Contract will govern to the extent of the
conflict. The CARES Contract is on file with the City Secretary's Office as a public and
official document of the City.
Owner joins herein for purposes of agreeing to the terms set forth herein and binding
the Property to the Restrictions as an additional grantor hereunder. Owner hereby subjects
the Property to the Restrictions and hereby declares its express intent that the Restrictions
shall be deemed covenants running with the land and shall pass to and be binding upon
—CONTRACT-EXHIBITS Page 36
CASA DE ESPERANZA
Error!Unknown document property name.
Owner's successors in title to the Property. Until the termination of these Deed Restrictions,
Owner hereby covenants and agrees not to sell, transfer or otherwise dispose of any portion
of the Property, without obtaining the prior written consent of the City. Any transfer or
disposition of the Property without the written agreement of the City, in a form that will
meet the requirements of a conveyance of real property in Texas, shall be null, void and
without effect, and shall cause a reversion of title to Owner, unless the transferee agrees in
writing to be bound by these Deed Restrictions.
[Signature Pages to Follow]
—CONTRACT-EXHIBITS Page 37
CASA DE ESPERANZA
Error!Unknown document property name.
IN WITNESS WHEREOF, Developer, Owner, and the City have executed this document
by duly authorized representatives, all on the date first written hereinabove.
OWNER:
a Texas
By:
Name:
Title:
Date:
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on , 2020, by , _of
a Texas , on behalf of said
Notary Public, State of Texas
[Signatures Pages Continue]
CONTRACT—EXHIBITS Page 38
Casa de Esperanza Rev.08.24.2020
Error!Unknown document property name.
DEVELOPER:
a Texas
By:
Name:
Title:
Date:
STATE OF TEXAS §
COUNTY OF TARRANT§
This instrument was acknowledged before me on , 2020, by of
, a Texas , on behalf of said
Notary Public, State of Texas
CONTRACT—EXHIBITS Page 39
Casa de Esperanza Rev.08.24.2020
Error!Unknown document property name.
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 Dated , 2020
Form 1295: Date:
APPROVED AS TO FORM AND LEGALITY:
Assistant City Attorney
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on 12020, 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
CONTRACT—EXHIBITS Page 40
Casa de Esperanza Rev.08.24.2020
Error!Unknown document property name.
EXHIBIT "M"
VAWA FORMS
• 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.
CONTRACT—EXHIBITS Page 41
Casa de Esperanza Rev.08.24.2020
Error!Unknown document property name.
EXHIBIT "N"
CARES REQUIREMENTS
The CARES Act requires that the payments from the Coronavirus Relief Fund only be used to cover expenses
that
1. are necessary expenditures incurred due to the public health emergency with respect to the Coronavirus
Disease 2019 (COVID-19);
2. were not accounted for in the budget most recently approved as of March 27, 2020 (the date of enactment
of the CARES Act) for the State or government; and
3. were incurred during the period that begins on March 1, 2020, and ends on December 30, 2020.
There is a City of Fort Worth deadline of December 18, 2020 to expend Coronavirus Relief Funds in order to
allow time for processing.
CONTRACT—EXHIBITS Page 42
Casa de Esperanza Rev.08.24.2020
Error!Unknown document property name.
EXHIBIT "O"
REQUIREMENTS FOR PERMANENT SUPPORTIVE HOUSING UNITS
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 COVID-vulnerable, 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 or ensure the retaining by a third party of 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 Directions Home 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 and meet the ADA definition of
disabled, as it may be amended. 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. 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 SSP 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 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 SSP 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.
7. 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.
8. When a PSH Tenant vacates a PSH Unit without notice, the Property Manager will hold the PSH Unit
available for referral from the CoC.
9. Developer shall promptly notify in writing and coordinate with SSP in cases of any PSH Tenant's financial
hardship, lease violation, or any other circumstances deemed appropriate by Developer or Property
CONTRACT—EXHIBITS Page 43
Casa de Esperanza Rev.08.24.2020
Error!Unknown document property name.
Manager,to avoid involuntary termination of PSH tenancies to the maximum extent consistent with sound
management of the project.
10. Developer is responsible for all notices of PSH Unit availability.
CONTRACT—EXHIBITS Page 44
Casa de Esperanza Rev.08.24.2020
Error!Unknown document property name.
EXHIBIT "P"
GUARANTY
COMPLETION GUARANTY
DELETED BY AGREEMENT OF THE PARTIES
CONTRACT—EXHIBITS Page 45
Casa de Esperanza Rev.08.24.2020
Error!Unknown document property name.
DATE: 8/11/2020 REFERENCE NO.: M&C 20-0518 LOG NAME: 02COVID VULNERABLE PERMANENT
SUPPORTIVE HOUSING
CODE: C TYPE: NOW PUBLIC NO
CONSENT HEARING:
SUBJECT: Authorize Agreements with Housing Authority of the City of Fort Worth,dba Fort Worth Housing
Solutions;The Presbyterian Night Shelter of Tarrant County, Inc.; and D. Bivens Consulting, LLC, dba
dlb Consultants, LLC, in a Combined Amount Not to Exceed $18,600,000.00 from Funds Previously
Received from the U.S. Department of the Treasury Pursuant to Title V of the Coronavirus Aid, Relief,
and Economic Security Act for the Acquisition and Development of Protective Housing for COVID-19
Vulnerable Individuals in Need of Ongoing Supportive Services,and Adopt Appropriation Ordinance(ALL
COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council:
1.Adopt ordinance increasing receipts and appropriations in the Grants Operating Federal Fund in amount of
$18,600,000.00 from funds previously received from the U.S. Department of the Treasury pursuant to Title V of the
Coronavirus Aid, Relief,and Economic Security(CARES)Act; and
2.Authorize the City Manager, or his designee,to execute forgivable loan agreements and related contracts with
Housing Authority of the City of Fort Worth,dba Fort Worth Housing Solutions,and with The Presbyterian Night
Shelter of Tarrant County, Inc. for the acquisition and development of protective housing for COVID-19 vulnerable
individuals in need of ongoing supportive housing and with D. Bivens Consulting, LLC,dba dlb Consultants, LLC,for
construction support services in a total combined amount not to exceed $18,600,000.00.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to take actions aimed at providing approximately
200 units of protective housing for certain COVID-19 vulnerable individuals,with funding for acquisition, renovation,
and construction support services coming from a portion of the CARES Title V funding previously provided to the
City.
The U.S. Centers for Disease Control and Prevention (CDC) has noted that congregate living situations, such as
homeless shelters, pose a greater risk of COVID-19 spreading and have issued recommendations that emergency
homeless shelters reduce density/decompress to allow for safe distancing of homeless clients. The CDC additionally
recommends"protective housing for people who are at highest risk of severe COVID-19." Per the CDC,two groups
defined as particularly vulnerable to severe COVID-19 are those over 65 years old and those with specific underlying
health conditions,especially chronic lung disease or moderate/severe asthma,serious heart conditions,
immunocompromised, severe obesity,diabetes,chronic kidney disease and liver disease.
Permanent Supportive Housing (PSH) is a type of housing suitable for disabled households experiencing more than
one year of homelessness. PSH clients require ongoing case management and assistance to remain housed. While
there has been significant homeless system funding provided to the City and the Tarrant County Homeless Coalition
through U.S. Housing and Urban Development's(HUD) Emergency Solutions Grants(ESG)due to COVID-19,this
funding does not address the need for PSH.
In view of the CDC recommendations and the lack of ESG funding for PSH,the City will use$18.6 million of funding
provided under the Coronavirus Aid, Relief, and Economic Security Act(CARES Act),Title V(Coronavirus Relief
Funds or Title V funds)to acquire and convert existing motels, hotels,extended stays,apartment complexes,or
similar permanent structures to serve as and provide approximately 200 new units of PSH spread across two or
more locations.The new PSH units will provide protective housing for high risk COVID-19 vulnerable and disabled
households experiencing chronic homelessness.
On July 1, 2020,the City issued Request for Proposals 20-0190(RFP)seeking proposers to: (1)quickly acquire and
convert existing motels, hotels,extended stays,apartment complexes,or similar permanent structures to serve as
approximately 200 units of PSH split across two or more locations; and (2) provide ongoing supportive services for
such households for a period of at least twenty(20)years.The City will provide funding for the initial costs of
acquisition via a one-time payment and subsequent payments for conversion/renovation from Title V funds, and
anticipates assisting the selected proposers to secure ongoing operating subsidies from other sources. The RFP
advertisement appeared in the Fort Worth Star Telegram on July 1,July 8 and July 15, 2020.
The City received five proposals for the PSH project. After a competitive scoring process, Housing Authority of the
City of Fort Worth, dba Fort Worth Housing Solutions(FWHS), and The Presbyterian Night Shelter of Tarrant
County, Inc. (PNS)were recommended to be awarded a notice to proceed.These agencies have experience in
permanent supportive housing.
In addition, D. Bivens Consulting, LLC, dba dlb Consultants, LLC-a certified DBE- is being recommended for award
of a prime contract for construction support services consulting to assist the selected proposers in meeting their
Section 3 business, resident, employment, and minority and women-owned business(M/WBE)aspirational goals.
Because of the pressing need due to the ongoing public health crisis and strict funding timelines,staff proposes
projects be funded based on which ones can be made tenant-ready in the shortest time period. Although staff is
recommending two vendors be given notice to proceed with identifying and obtaining approvals for potential sites,
actual award of funds would be based on which properties get identified and approved first to provide the target
200 units. Approval is based on the proposer having (1)the property under option, (2)appropriate zoning for the
proposed use,and (3) a resolution of support from the City Council. If one of the proposers has 200 units identified
and approved before the other proposer completes its identification and approval process,then only that one
proposer would be awarded. The goal is to move swiftly to getting housing online and leased up to address the
pressing need to address COVID 19 and to expend funds within mandated timelines.
Each property will be subject to a lien and deed of trust as well as a land use restriction agreement(LURA)to
ensure these sites continue to serve the intended purpose—providing protective housing for high-risk individuals in
need of permanent supportive housing—for the entire 20 year performance period. If the properties continue to be
used for this purpose throughout the performance period,the loans would be forgiven,and no repayment would be
required. However, if a property is not used for the intended purpose throughout the performance period or if the
federal government subsequently determines via audit that this use of CARES Title V funding is invalid,the City
would be able to require repayment, including if necessary exercising its authority under the lien,deed of trust,and
LURA to require the properties be sold.
Staff anticipates that the total $18.6 million would be divvied up to provide approximately$16 million for
acquisition, $2.5 million for renovation, and$100,000.00 for construction support services.These estimates equate
to approximately$80,000.00 per unit for acquisition and $12,500.00 per unit for renovation, resulting in an
estimated average cost of$92,500.00 per unit.
However, because both acquisition and renovation costs will vary depending on the age and condition of each
identified site,staff proposes it be given the flexibility to shift amounts between the acquisition and renovation costs
and as among the approved sites.
Because the Coronavirus Relief Funds must be expended by December 30, 2020,another funding source would be
needed to provide ongoing supportive services. The Directions Home unit is re-configuring its budget to provide
funding for up to eight PSH case managers for the 200 units.
The proposer(s) ultimately awarded funding (FWHS and/or PNS)would be responsible for determining its operating
expenses based on the particular property or properties identified and acquired. It is anticipated (based on target
population/existing PSH properties)that the average tenant payment would be$200. To maintain PSH status,
tenants cannot be asked to pay more than 30\%of their income,and lack of income cannot disqualify a tenant. If
there is a gap between operating expenses and revenue,each selected proposer will work with Directions Home to
determine an appropriate source and amount for gap funding.
This M&C is the fourth appropriation of grant funds related to COVID-19,following an original M&C that established
an initial $1,000,000.00 appropriation in the Grants Operating Other Fund (M&C 20-0188), a follow-up M&C
establishing the Grants Operating Federal Fund appropriation in the amount of$2,000,000.00 for this same expense
tracking and reimbursement purpose(M&C 20-0247),and a third M&C(M&C 20-0263) bringing the total
appropriation in the Grants Operating Federal Fund up to$50 million.
These programs are available in ALL COUNCIL DISTRICTS.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendations and adoption of the attached
appropriation ordinance,funds will be available in the current budget of the Grants Operating Federal Fund. The
City Manager's Office has the responsibility to validate the availability of funds prior to expenditures being
made. This is an advance grant.
TO
Fund DepartmentAccount Project ProgramActivityBudget Reference#Amount
ID ID Year (Chartfield 2)
FROM
Fund DepartmentAccount Project ProgramActivityBudget Reference#Amount
ID ID Year (Chartfield 2)
Submitted for City Manager's Office hr. Fernando Costa(6122)
Oriainatina Department Head: Tara Perez(2235)
Additional Information Contact: Tara Perez(2235)
ATTACHMENTS
COVID Protective PSH AO.docx