HomeMy WebLinkAboutContract 43117 (3)CITYSECRETARY
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STATE OF TEXAS
COUNTY OF TARRANT
This contract ("Contract") is made and entered into by and between the City of
Fort Worth (hereafter "City") and the Hillside Public Facility Corporation, a Texas public
facility corporation (hereafter "Developer"). City and Developer may be referred to
individually as a "Party" and jointly as "the Parties".
The Parties state as follows:
WHEREAS, City receives grant monies from the United States Department of
Housing and Urban Development ("HUD") through the Community Development Block
Grant Program ("CDBG"), Program No. B-05-MC-48-0010, Catalog of Federal
Domestic Assistance No. 14.218;
WHEREAS, a national objective of the CDBG Program is to benefit low and
moderate income citizens including housing activities providing or improving permanent
residential structures to be occupied upon completion by low and moderate income
households in accordance with 24 CFR Part 570.208 (a) (3);
WHEREAS, Developer is a Texas public facility corporation and a public
instrumentality of the Housing Authority of the City of Fort Worth, Texas ("FWHA");
WHEREAS, Developer proposes to use CDBG funds for a portion of the
acquisition and rehabilitation costs for a multifamily, mixed income housing
development in downtown Fort Worth to be known as the Knights of Pythias Lofts, as
further described in Exhibit "A" - Project Summary; and
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:
Affordable Units means housing units that must be leased to CDBG Eligible Households
at Affordable Rent for the duration of the Affordability Period. The Project has a total of
10 Affordable Units, as further described in Exhibit A -Project Summary. The
Affordable Units are floating. - - -
OFFICIAL RECORD
CITY SECRITARY
FT. WORTH, tx
Affordable Rent means a rent amount that does not exceed the High HOME Rent Limit
published annually by HUD, with applicable adjustment for the bedroom size of the
relevant housing unit as more particularly described on Exhibit A - Project Summary.
Affordability Period means the period of time that Affordable Units must be leased to
CDBG Eligible Households for Affordable Rent The Affordability Period for this Project
is 15 years The Affordability Period begins on the date that the Project status is changed
to `complete ' in HUD s Integrated Disbursement Infoiuiation System (`IDIS").
Affordability Requirements means the Affordable Units remain occupied by CDBG
Eligible Households throughout the Affordability Period in accordance with the tennis of
this Contract and the CDBG Regulations.
Area Median Income or AMI means the median family income for the Fort Worth -
Arlington metropolitan statistical area as established annually by HUD.
CDBG Eligible Household means a household whose annual income adjusted for family
size does not exceed 80% of AMI using the most current HUD Income Guidelines and
Technical Guidance for Deteimming Income and Allowances. The definition of annual
income to determine client income eligibility shall be the definition contained in 24 CFR
Part 5.609, as amended from time to time.
CDBG Regulations means regulations found at 24 CFR Part 570 et seq.
Complete Documentation means:
• Attachments I and II, with supporting documentation as follows:
o Proof of expense: copies of timesheets, invoices, leases, service
contracts or other documentation showing that payment is due by
Developer.
o Proof of payment cancelled checks, bank statements, or wire
transfers necessary to demonstrate that amounts due by Developer
were actually paid by Developer.
• Other documentation' (i) final hen releases signed by the general
contractor or subcontractors, if applicable; (ii) copies of all City permits
and City -issued "pass" inspections for such work (iii) documentation to
show compliance with M/WBE bidding process for such work, if
applicable; (iv) proof of subcontractor eligibility as described in Section
6.5; and (v) any other documents or records reasonably necessary to verify
costs spent for the Project.
Completion means the substantial completion of the Development, as evidenced by a
HED Department Minimal Acceptable Standard Inspection report, a HUD Compliance
Inspection Report and any other applicable final inspection approval from the City.
Completion Deadline means May 31, 2013.
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Hillside Public Facility Corp. — Knights of Pythias Lofts
Deed of Trust means the 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 of the CDBG Regulations. The form of the Deed
of Trust is attached as Exhibit E — Loan Documents.
Director means the Director of the City's Housing and Economic Development
Department
Effective Date means the date this Contract is executed by the last of the Parties to sign
as shown on the signature page.
Funds means City's CDBG funds supplied by City to Developer under the terms of this
Contract.
HED Department or HEDD means the City's Housing and Economic Development
Department.
Knights of Pythias Lofts or Development means the 18-unit multifamily mixed income
rental housing development located on the Property which will consist of the
rehabilitation of the Knights of Pythias building to contain 8 units, the construction of a
new architecturally compatible building to contain 10 units, and a parking lot.
Loan Documents means security instruments, including without limitation the
Promissory Note and Deed of Trust, securing or guaranteeing City's interest in the
Development and further evidencing, securing, or guaranteeing Developer's perfounance
during the Affordability Period, as the same may from time to time be extended,
amended, restated, supplemented or otherwise modified.
National Objective means at least 51% of the Development's units will be Affordable
Units upon completion in accordance with 24 CFR Part 570.208 (a) (3).
Promissory Note means the note in the amount of the Funds executed by Developer
payable to the order of City. The form of the Promissory Note is attached as Exhibit E —
Loan Documents.
Property means the land on which the Development shall be constructed as more
particularly described in and encumbered by the Deed of Trust.
Project means the acquisition of the Property the rehabilitation of the Knights of Pythias
building and the renting of 10 Affordable Units in the Development to CDBG Eligible
Households for the Affordability Period under the terms and conditions of this Contract
and the requirements of the CDBG Regulations as described in Exhibit A — Project
Summary
Reimbursement Request means all reports and other documentation described in
Section 10.
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Hillside Public Facility Corp. — Knights of Pythias Lofts
Tenant Documentation means any documentation allowed under the definition of
annual income in 24 CFR Part 5.609 sufficient to show that a tenant is a CDBG Eligible
Household.
3. TERM.
3.1 Term of Contract.
The teini of this Contract begins on the Effective Date and terminates at the end
of the Affordability Period unless otherwise terminated as provided herein. This Contract
is contingent upon City's receipt of Funds from HUD. City reserves the right to amend
or terminate this Contract if Funds are not received, or if HUD changes the City's
allocation of Funds.
3.2 Term of Loan.
The term of the Loan shall commence on the date of the Promissory Note and
terminates at the end of the Affordability Period so long as the teims and conditions of
this Contract and the Loan Documents have been met
4. DUTIES AND RESPONSIBILITIES OF CITY.
4.1 Provide Funds.
City shall provide up to Seven Hundred Thousand and No/100 ($700,000.00) of
Funds in the folio of a forgivable deferred payment loan ("Loan') to Developer for the
Project. The Funds shall be provided to Developer on a reimbursement basis, upon
City's approval of Developer's Reimbursement Requests.
4.2 City Will Monitor.
City will monitor the activities and performance of Developer and any of its
contractors or subcontractors as necessary, but no less than annually.
5. DUTIES AND RESPONSIBILITIES OF DEVELOPER.
5.1 Required Construction.
In accordance with the terms and conditions of this Contract, Developer will
rehabilitate the Knights of Pythias building to include 8 units, and construct a new 2-story
multifamily building to include 10 units along with a parking lot and all other related
improvements necessary for the Development of the Knights of Pythias Lofts as further
described in Exhibit "A" — Project Summary.
5.2 Use of Funds.
5.2.1. Compliance with CDBG Regulations and Contract
Developer shall be reimbursed for eligible costs with Funds only if City
determines in its sole discretion that:
5.2.1.1 Costs are eligible expenditures in accordance with CDBG
Regulations.
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5.2.1.2 Costs are in compliance with this Contract and are reasonable
and consistent with industry norms.
5.2.1.3 Complete Documentation is submitted by Developer.
5.2.2. Budget.
Developer agrees that Funds will be reimbursed in accordance with Exhibit "B" -
Budget Developer may not increase or decrease line item amounts in the Budget
without the Director's prior written approval, which approval shall be in the Director's
sole discretion.
5.2.3 Change in Project Budget.
5.2.3.1 Developer will notify City promptly of any additional funds
it receives for construction of the Development, and City
reserves the right to amend this Contract in such instances to
ensure compliance with HUD regulations governing cost
allocation.
5.2.3.2 Developer agrees to utilize the Funds to supplement rather
than supplant funds otherwise available for the Development.
5.3 Payment of Funds to Developer.
Funds will be disbursed to Developer upon City's approval of Developer's written
and signed Reimbursement Requests, including submission of Complete Documentation
to City.
5.4 Commingled Funds.
Developer will not commingle Funds with any other funds in any manner that
would prevent City from readily identifying expenditures for the Project.
5.5 Acknowledgement of City Pavment of Funds.
Within 90 days of Completion, Developer shall sign an acknowledgement that
City has paid all Funds due under this Contract, or shall deliver a document executed by
an officer of Developer identifying all or any portion of Funds that City has not paid to
Developer. Once City has met all of its obligations for payment of Funds hereunder, an
officer of Developer shall sign an acknowledgement of same.
5.6 Security for City's Interest and Developer's Performance.
To secure City's interest in the Project and the perfoiinance of Developer's
obligations hereunder, Developer shall execute the Loan Documents and record the Deed
of Trust encumbering the Property at the closing of the acquisition of the Property. No
Funds will be paid or reimbursed until the Loan Documents are executed and the Deed of
Trust is recorded.
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Hillside Public Facility Corp. -- Knights of Pythias Lofts
5.6.1 Loan Terms and Conditions.
Developer will be required to:
5.6.1.1 Execute the Promissory Note and Deed of Trust, along with
any other Loan Documents required by City.
5.6.1.2 Provide City with a Mortgagee's Policy of title insurance in
the amount of the Loan.
5.6.1.3 Pay all costs associated with closing the Loan.
5.6.1.4 At least 1 business day before closing, provide City with an
estimated settlement statement.
5.6.1.5 Ensure City's lien is in second lien position only to
Developer's construction and permanent financing unless
otherwise approved in writing by City. City must approve in
writing any secured financing that is to be subordinate to the
Loan.
5.6.1.6 Early repayment of the Loan shall not relieve Developer of
its obligations under this Contract or the CDBG Regulations.
The Deed of Trust shall secure both repayment of the Loan
and performance by Developer of its obligations under this
Contract and the CDBG Regulations, and the Deed of Trust
will remain in place until the end of the Affordability Period
to secure Developer's performance of its obligations
hereunder.
5.6.1.7 City agrees that its Loan shall be subordinate to Developer's
construction and/or permanent lenders, if applicable, and City
agrees to execute subordination agreements as requested by
the construction and/or permanent lender. City agrees to
execute partial releases as needed as determined by City in its
sole discretion to allow Developer to complete its obligations
under this Contract provided that Developer is not otherwise
in default of the provisions of this Contract, including but not
limited, to those provisions relating to tenant income
eligibility under the CDBG and affordability requirements,
and so long as the partial release is in the City's best interest.
5.6.1.8 Except for any permanent loan conversion with Developer's
permanent lender, refinancing by Developer shall require the
review and prior written approval of City for the purpose of
ensuring compliance with the Affordability Requirements,
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Hillside Public Facility Corp. — Knights of Pythias Lofts
which approval shall not be unreasonably withheld.
5.6.1.9 Any failure by Developer to comply with this Section 5.6
will be an event of default under this Contract and the Loan
Documents.
5.7 Affordability Requirements.
Developer shall ensure that the Affordable Units remain occupied by CDBG
Eligible Households throughout the Affordability Penod There shall be a 20% payment
of the total Loan amount by Developer to City as liquidated damages if any Affordable
Unit is leased to a tenant that is not a CDBG Eligible Household during the Affordability
Period and such lease results in a finding by HUD or repayment of funds by City to
HUD. Developer must notify the City in writing within 30 days of either of the following
occurrences: (i) an Affordable Unit is occupied by a tenant who is not a CDBG Eligible
Household or, (ii) an Affordable Unit remains vacant for more than 90 days.
5.8 Affordability Requirements Survive Transfer of Ownership.
Any sale or transfer of the Development during the Affordability Period,
excluding a transfer due to condemnation or to obtain utility services, will require that the
new owner or transferee must assume in writing the obligations established hereunder for
the Affordable Units. Failure of the transferee to assume the obligations under this
Contract will result in termination of the Contract and any Funds already paid to
Developer must be repaid to City within 30 days of teuluination under this Section.
6. CONSTRUCTION
6.1. Construction Schedule.
Developer will construct the Development in accordance with the schedule set
forth in the attached Exhibit "C" - Construction Schedule Developer shall not begin
construction of the Development until City sends a Notice to Proceed. Developer's
failure to meet the Construction Schedule shall be an event of default. Developer may
not change the Construction Schedule without the Director's prior written approval,
which approval shall be in the Director's sole discretion.
6.1.1 Construction Inspections.
The construction of the Development described in Section 5 1 must pass a HED
Department Minimal Acceptable Standard Inspection report, a HUD Compliance
Inspection Report along with any other applicable final inspection approval from the City
and any other applicable HUD -required inspections during the construction period and at
the completion of the construction of the Development.
6.2 Applicable Laws, Building Codes and Ordinances.
All plans, specifications and construction for the Development shall (i) conform
to all applicable Federal, state, City and local laws, ordinances, codes, rules and
regulations, including the CDBG Regulations; (ii) meet all City building codes; (iii) be
certified as meeting the Energy Conservation requirements as required by the State of
Texas in Chapter 11 of the International Residential Code; (iv) if new construction, must
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Hillside Public Facility Corp. — Knights of Pythias Lofts
conform to the Model Energy Code, published by the Council of American Building
Officials; and (v) must pass a HUD Compliance Inspection Report and inspection by
City's Housing and Economic Development Department inspectors.
6.3 Property Standards Durinu Construction.
Developer shall comply with the requirements as relates to City's property
standards as well as all applicable accessibility standards for the Development
Developer shall comply with the requirements of Section 570.614 of the CDBG
Regulations prescribing standards for the design, construction or alteration of any
building or facility intended to be accessible to the public or which may result in the
employment of handicapped persons therein.
6.4 Lead -Based Paint Requirements
Developer will comply with Federal lead -based paint requirements including lead
screening in housing built prior to 1978 in accordance with 24 CFR Part 570.608 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 any construction and/or rehabilitation
as part of the Development.
6.5 Approval of Plans by City Not Release of Responsibility.
Approval of any plans and specifications relating to the Development by City
shall not constitute or be deemed (i) to be a release of the responsibility or liability of
Developer or any of its contractors, their respective officers agents, employees and
subcontractors, for the accuracy or the competency of the plans and specifications,
including, but not limited to, any related investigations, surveys, designs, working
drawings and specifications or other documents; or (ii) an assumption of any
responsibility or liability by City for any negligent act, error or omission in the conduct or
preparation of any investigation, surveys, designs, working drawings and specifications
or other documents by Developer or any of its contractors, and their respective officers,
agents, employees and subcontractors.
6.6 Subcontractor Requirements.
Developer will use commercially reasonable efforts to ensure that all
subcontractors utilized by Developer or Developer s general contractor are appropriately
licensed and such licenses are maintained throughout the construction of the
Development. Developer shall ensure that all subcontractors utilized by Developer or
Developer s general contractor in the construction of the Development are not debarred
or suspended from performing the subcontractor's work by the City, the State of Texas,
or the Federal government. Developer must confiini that all subcontractors are not listed
on the Federal Excluded Parties List System, www.epls.gov, and must submit printed
verification of such searches with the first reimbursement request which include invoices
from any subcontractor. Failure to submit such proof shall be an event of default In the
event that City determines that any subcontractor has been debarred, suspended, or is not
properly licensed, Developer or Developer's general contractor shall immediately cause
the subcontractor to stop work on the Development. In the event that any subcontractor
has been debarred, suspended, or is not properly licensed, Developer or Developer's
general contractor shall not be reimbursed for any work performed by such subcontractor.
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However, this Section should not be construed to be an assumption of any responsibility
or liability by City for the determination of the legitimacy, quality, ability, or good
standing of any subcontractor.
7. TENANT AND LEASE REOUIREMENTS: PROPERTY STANDARDS
DURING AFFORDABILITY PERIOD.
7.1 Income Eligibility. Developer must use the definition of annual income
in 24 CFR 5.609 to establish income eligibility. Developer shall use the most current
HUD Income Guidelines. Developer shall maintain Tenant Documentation sufficient to
show that the Affordable Units are occupied by CDBG Ehgible Households.
7.2 Income Verification.
7.2.1 Developer must verify that all tenants of Affordable Units are CDBG
Eligible Households with Tenant Documentation at the time that each lease for an
Affordable Unit is signed. Developer must maintain copies of such Tenant
Documentation as required under this Contract. Afterward, Developer must annually
verify the tenant s income but may use a City -approved tenant self -certification faun
rather than Tenant Documentation.
7.2.2 Notwithstanding the foregoing, Developer must verify the income
eligibility of all tenants with Tenant Documentation every 6th year of the Affordability
Period.
7.2.3 Developer must maintain copies of Tenant Documentation and all tenant
self -certification forms as required under this Contract.
7.2.4 As part of its monitoring, City will review Tenant Documentation during
the term of the Loan, on at least an annual basis.
7.3 Tenant Lease.
Prior to leasing any unit in the Development, Developer shall submit the form of
its lease to City for its approval.
7.4 Tenant Household Characteristics.
Developer shall provide City at initial lease -up with the information about the
household characteristics of the first tenant renting an Affordable Unit on Exhibit G —
Tenant Household Characteristics.
7.5 Property Maintenance and Inspections During Affordability Period.
Developer shall ensure that the Development is maintained in accordance with all
applicable HUD property standards, which at a minimum shall be those property
standards required in 24 CFR Part 92.251. Developer will allow City to inspect the
Affordable Units annually if City requests such inspection; provided however, City has
no obligation to inspect the Affordable Units.
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8. ADDITIONAL REOUIREMENTS.
Developer agrees to comply with all requirements of the CDBG Program as stated
in the CDBG Regulations, including, but not limited to the following:
8.1 Environmental Review.
Funds will not be paid, and costs cannot be incurred until City has conducted and
completed an environmental review as required by 24 CFR Part 58. The environmental
review may result in a decision to proceed with, modify, or cancel the Project. Further,
Developer will not undertake or commit any funds to physical or choice limiting actions
including if applicable property acquisition, demolition, movement, rehabilitation,
conversion, repair or construction prior to the environmental clearance. Any violation of
this provision will (i) cause this Contract to terminate immediately; (ii) require Developer
to repay the Funds to City and forfeit any future payments of Funds; and (iii) Developer
must pay 20% of the Fund amount to City as liquidated damages.
8.2 Contract Not Constituting Commitment of Funds.
Notwithstanding any provision of this Contract, the Parties agree and
acknowledge that this Contract does not constitute a commitment of funds, and that such
commitment of funds or approval may occur only upon satisfactory completion of
environmental review and receipt by City of an authonzation to use grant funds from
HUD under 24 CFR Part 58.
8.3. Monitoring.
8.3.1 Developer understands and agrees that it will be subject to monitoring by
City for compliance with the CDBG Regulations for the duration of this Contract and
until the Project is closed in HUD's IDIS system. Developer will provide reports and
access to Project files as requested by City for 5 years after closeout of this Contract in
HUD's IDIS system, and will meet all the reporting requirements set out in this Contract.
This Section shall survive the termination or expiration of this Contract.
8.3.2 City, HUD, and the United States Comptroller General or their respective
representatives shall have access at all reasonable hours to the Developer's offices and
records that are related to the use of the Funds that are the basis of this Contract, and to
its officers, directors, agents, employees, contractors and subcontractors for the purpose
of such monitoring.
8.3.3 In addition to other provisions of this Contract regarding frequency of
monitoring, City reserves the right to perform desk reviews or on -site monitoring of
Developer's compliance with the terms and conditions of this Contract and the Loan, and
of the adequacy and timeliness of Developer's performance under this Contract and the
Loan. After each monitoring visit, City shall provide Developer with a written report of
the monitor's findings. If the monitoring report notes deficiencies in Developer's
performance, the report shall include requirements for the timely correction of said
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deficiencies by Developer. Failure by Developer to take the action specified in the
monitoring report may be cause for suspension or termination of this Contract as
provided herein.
8.4 Compliance with the Uniform Relocation Act.
If applicable, Developer shall comply with the relocation requirements of 24 CFR
Part 580.606 and all other applicable Federal and state laws and City ordinances and
requirements.
8.5 Compliance with Davis -Bacon.
Developer and its general contractor and all lower tier subcontractors will comply
with the Davis -Bacon Act as described in Section 15.14 and Exhibit H of this Contract.
8.6 Developer Procurement Standards.
Developer shall establish procurement procedures to ensure that materials and
services are obtained in a cost effective manner. Developer shall establish procurement
procedures to ensure that materials and services are obtained in a cost effective manner.
Developer shall comply with all applicable federal, state and local laws, regulations, and
ordinances for making procurements under this Contract.
8.7 Cost Principles/Cost Reasonableness.
Developer shall administer its use of the Funds in compliance with OMB Circular
A-122, "Cost Principles for Non -Profit Organizations", as amended from time to time.
The allowability of costs incurred for performance rendered shall be determined in
accordance with OMB Circular A-122 as supplemented by the provisions of this
Contract.
8.8 Accountinu Standards
Developer agrees to comply with OMB Circular A-110, "Uniform Administrative
Requirements for Grants and Agreements with Institutions of Higher Education,
Hospitals and other Non -Profit Organizations", and agrees to adhere to the accounting
principles and procedures required therein, utilize adequate internal controls, and
maintain necessary source documentation for all costs incurred.
8.9 Uniform Administrative Requirements.
Developer will comply with the Uniforni Administrative Requirements set forth
in 24 CFR Part 570.502, or any reasonably equivalent procedures and requirements that
City may require.
8.10 Terms Applicable to Contractors and Subcontractors.
Developer understands and agrees that all tetras of this Contract, whether
regulatory or otherwise, shall apply to any and all contractors and subcontractors of
Developer which are in any way paid with Funds or who perform any work in connection
with the Development. 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 it obligations hereunder. Developer shall monitor the services and work
perfoirned by its contractors and subcontractors on a regular basis for compliance with
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the CDBG Regulations and Contract provisions. Developer is liable for all violations of
the CDBG Regulations committed by its contractors or subcontractors. City maintains
the right to insist on Developer's full compliance with the terms of this Contract and
Developer is responsible for such compliance regardless of whether actions taken to
fulfill the requirements of this Contract are taken by Developer or by Developer's
contractors or subcontractors.
9. RECORD KEEPING. REPORTING AND DOCUMENTATION
REOUIREMENTS.
9.1 Record Keeping.
Developer shall maintain a record -keeping system as part of its perfoiuuance of
this Contract and shall promptly provide City with copies of any document City deems
necessary for the effective fulfillment of City's monitoring and evaluation
responsibilities. Specifically, Developer will keep or cause to be kept an accurate record
of all actions taken and all funds spent, with supporting and back-up documentation, and
all Tenant Documentation. Developer will maintain all records and documentation
related to this Contract for 5 years after termination of this Contract If any claim,
litigation, or audit is initiated before the expiration of the 5 year period, the records must
be retained until all such claims, litigation or audits have been resolved.
9.1.2 Access to Records.
City 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.
9.2 Reports.
Developer will submit to City all reports and documentation described in this
Contract, in such foiin as City may prescribe pertaining to the activities undertaken as a
result of this Contract. Developer may also be required to submit a final performance and
financial report if required by City, in such form and within such times as City may
prescribe, at the termination of this Contract and/or the termination of the Loan. Failure
to submit any report or documentation described in this Contract to City shall be an event
of default of this Contract and City may exercise all of it remedies for default under this
Contract and Loan Documents.
9.3 Change in Reporting Requirements and Forms.
City retains the right to change reporting requirements and forms at its discretion.
City will notify Developer in writing of such change, and the Parties shall execute an
amendment to the Contract reflecting such change.
10. REIMBURSEMENT REOUIREMENTS.
With each Reimbursement Request, Developer shall provide City with Complete
Documentation and the following reports as shown in EXHIBIT F —
REIMBURSEMENT FORMS
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10.1 Attachment I — Invoice.
This report shall contain the amount requested for reimbursement in the submitted
request and the cumulative reimbursement requested to date (inclusive of the current
request). This report must be signed by an authorized signatory of Developer. By signing
Attachment I Developer is certifying that the costs are valid, eligible, and consistent with
the terms and conditions of this Contract, and the data contained in the report is true and
correct.
10.2 Attachment II — Expenditure Worksheet.
This report shall itemize each expense requested for reimbursement by Developer.
In order for this report to be complete the following must be submitted:
10.2 1 For payroll expenses, timesheets signed by employees and approved by
supervisor for all payroll expenses listed. Timesheets must distinguish between time
spent on Contract activities and time spent on non -reimbursable activities, and must
reflect actual time spent on activities associated with this Contract.
10.2.2 For non -payroll expenses, invoices for each expense with an explanation
as to how the expense pertains to the Project, if necessary
10.2.3 Proof that each expense was paid by Developer, which proof can be
satisfied by cancelled checks wire transfer documentation, paid receipts or other
appropriate banking documentation.
10.3. Deadline for Submitting Reimbursement Requests.
All Reimbursement Requests along with Complete Documentation shall be
submitted by Developer to City within 30 days of the Completion Deadline.
10.3 Withholding Payment.
CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT ON ANY
REIMBURSEMENT REQUEST ALONG WITH COMPLETE
DOCUMENTATION THAT IS NOT RECEIVED WITHIN 30 DAYS OFTHE
COMPLETION DEADLINE. In addition, Developer's failure to timely submit
Reimbursement Requests and Complete Documentation along with any required
reports shall be an event of default.
11. DEFAULT AND TERMINATION.
11.1 Failure to Begin or Complete the Development
11.1 1 If Developer fails to begin construction on the Development within 3
months of the execution of this Contract, the Contract shall automatically terminate
without further warning or opportunity to cure, and with no penalty or liability to City.
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11.1.2 If City determines that the Development was not completed by the
Completion Deadline, City shall have the nght to terminate this Contract with no penalty
or liability to City, with such termination to be effective immediately upon written notice,
and to demand repayment of the Funds.
11.2 Failure to Submit Complete Documentation Durin2 Construction.
11.2.1 If Developer fails to submit Complete Documentation during
construction of the Development or if any report or documentation submitted as part of
Complete Documentation is not in compliance with this Contract or CDBG Regulations
as determined by City, City will notify Developer in writing and the Developer will have
15 calendar days from the date of the written notice to submit or resubmit any such report
or documentation. If Developer fails to submit or resubmit any such report or
documentation within such time, City shall have the right to withhold payments or
terminate this Contract effective immediately upon written notice of such intent with no
penalty or liability to City. Notwithstanding anything to the contrary herein, City will not
be required to pay any Funds to Developer during the period that any such report or
documentation is not in compliance with this Contract or the CDBG Regulations.
11.2.2 If any of Developer's Reimbursement Requests are incomplete or
otherwise not in compliance with this Contract or CDBG Regulations as determined by
City, Developer shall be in default of this Contract. City will notify Developer in writing
of such default and the Developer will have 10 calendar days from the date of the written
notice to resubmit any such Reimbursement Request to cure the default. If the Developer
fails to cure the default within such time, Developer shall forfeit any payments otherwise
due under such Reimbursement Request.
11.2.3 In the event of (i) an uncured default as described in Section 11.2.1 or
11.2.2, or (ii) more than 2 instances of default, cured or uncured, under such Sections,
City reserves the right at its sole option to terminate this Contract effective immediately
upon written notice of such intent with no penalty or liability to City.
11.2.4 Notwithstanding anything to the contrary herein, City will not be
required to pay any Funds to Developer during the period that any Reimbursement
Requests, reports or documentation are past due or are not in compliance with this
Contract or the CDBG Regulations, or during any period during which Developer is in
default of this Contract.
11.2.5. In the event of termination under this Section 11.2 all 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 funds already paid to Developer
must be repaid to City within 30 days of termination under this section Failure to repay
such Funds will result in City exercising all legal remedies available to City under this
Contract and the Loan Documents.
11.3 Failure to Maintain or Submit Required Reports and
Documentation Durin2 Affordability Period.
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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
construction of the Development is completed, or if the maintained or submitted report or
documentation is not in compliance with this Contract or the CDBG Regulations as
determined by City, City will notify Developer in writing and the Developer will have 15
calendar days from the date of the written notice to obtain or recreate the missing records
and documentation, or submit or resubmit any such report or documentation to City If
the Developer fails to maintain the required reports or documentation, or submit or
resubmit any such report or documentation within such time, City shall have the right to
terminate this Contract effective immediately upon written notice of such intent with no
penalty or liability to City In the event of termination under this Section 11.3, any funds
paid to Developer must be repaid to City within 30 days of termination under this section.
Failure to repay such Funds will result in City exercising all legal remedies available to
City under this Contract and the Loan Documents.
11.4 In General.
Subject to Sections 11.1, 11.2 and 11.3, and unless specifically provided
otherwise in this Contract, Developer shall be in default under this Contract if Developer
breaches any term or condition of this Contract. In the event that such a breach remains
uncured after 30 calendar days following written notice by City (or such other notice
period as may be specified herein) or, if Developer has diligently and continuously
attempted to cure following receipt of such written notice but reasonably required more
than 30 calendar days to cure, as determined by both Parties mutually and in good faith,
City shall have the right to elect, in City's sole discretion, to terminate this Contract
effective immediately upon written notice of such intent to Developer, or to pursue any
other legal remedies available to City In the event of teiuiination under this Section
11.4, all 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
Funds already paid to Developer must be repaid to City within 30 days of the termination.
Failure to repay such Funds will result in City exercising all legal remedies available to
City under this Contract and the Loan Documents.
11.5 No Funds Disbursed while in Breach.
Developer understands and agrees that no Funds will be paid to Developer until
all defaults are cured to the satisfaction of City.
11.6 No Compensation After Date of Termination.
In the event of termination, Developer shall not receive any compensation for
work undertaken after the date of the termination.
11.7 Rights of City Not Affected.
Teiniination 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 Development in accordance with the terms of the Contract. Such
termination does not terminate any applicable provisions of this Contract that have been
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expressly noted as surviving the term or termination of the Contract.
11.8 Waiver of Breach Not Waiver of Subsequent Breach.
The waiver of a breach of any Willi, 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.
City may terminate this Contract in the event of Developer's default, inability, or
failure to perform, subject to notice, grace and cure periods. Likewise Developer may
terminate this Contract if City does not provide the Funds substantially in accordance
with this Contract.
11.11 Termination for Convenience
In terminating in accordance with 24 C.F.R. 85.44 this Contract may be
teuirinated in whole or in part only as follows:
11.11.1 By City with the consent of Developer in which case the Parties shall
agree upon the termination conditions, including the effective date and in the case of
partial termination, the portion to be terminated; or
11.11.2 By the Developer upon written notification to City, setting forth the
reasons for such termination, the effective date, and in the case of partial teuurination, the
portion to be terminated. However, if in the case of a partial termination City determines
that the remaining portion of the Contract to be perfoinied or Funds to be spent will not
accomplish the purposes for which the Contract was made, City may terminate the
Contract in its entirety.
11.12 Dissolution of Developer Terminates Contract.
In the event Developer is dissolved or ceases to exist, this Contract shall
terminate.
12. REPAYMENT OF FUNDS.
All Funds are subject to repayment in the event the Project or the Development does not
meet the requirements as set out in this Contract or in the CDBG Regulations, including
but not limited to meeting the National Objective. If Developer takes any action that
(i) results in City receiving a finding from HUD about the Project or (ii) results in
the City being required to repay all or any portion of the Funds to HUD, Developer
agrees it will reimburse City for such repayment. In the event of a finding or a
request for repayment from HUD, whether or not repayment to HUD is required of
City, Developer agrees it will pay City an additional penalty of 20% of the Funds as
liquidated damages.
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13. MATERIAL OWNERSHIP CHANGE.
Subject to limited partnership transfers with City consent, if ownership of the Developer
or the Development materially changes after the date of this Contract, City may but is not
obligated to, terminate this Contract. City has 30 days to make such determination after
receipt of notice from Developer and failure to make such determination will constitute a
waiver. In the event of termination under this Section 13, all Funds awarded but not yet
paid to Developer pursuant to this Contract shall be immediately rescinded and
Developer shall have no further right to such funds. Any Funds already paid to
Developer must be repaid to City within 30 days of termination under this Section
14. GENERAL PROVISIONS
14.1 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, clients,
licensees or invitees.
14.2 Doctrine of Respondeat Superior.
The doctrine of respondeat superior shall not apply as between City and
Developer, its officers, members, agents, servants, employees, contractors, clients,
licensees or invitees, and nothing herein shall be construed as creating a partnership or
joint enterprise between City and Developer. City does not have the legal right to
control the details of the tasks performed hereunder by Developer, its officers, members,
agents, employees, contractors, licensees or invitees.
14.3 Developer Property.
City shall under no circumstances be responsible for any property belonging to
Developer, its officers, members, agents, employees, contractors clients, licensees or
invitees that may be lost, stolen or destroyed or in any way damaged and DEVELOPER
HEREBY INDEMNIFIES AND HOLDS HARMLESS CITY AND ITS OFFICERS,
AGENTS, AND EMPLOYEES FROM ANY AND ALL CLAIMS OR SUITS
PERTAINING TO OR CONNECTED WITH SUCH PROPERTY.
14.4 Religious Organization.
No portion of the Funds shall be used in support of any sectarian or religious
activity. In addition, there must be no religious or membership criteria for clients of a
CDBG-funded service.
14.5 Audit.
14.5.1 Entities that Expend $500.000 or more in Federal Funds Per Year.
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All non-federal entities that expend $500,000 or more in Federal funds within one
year, regardless of the source of the Federal award, must submit to City an annual audit
prepared in accordance with specific reference to OMB Circular A-133. The audit shall
cover the Developer's fiscal years during which this Contract is in force. The audit must
be prepared by an independent certified public accountant, be completed within 6 months
following the end of the period being audited and be submitted to City within 30 days of
its completion. Developer's audit certification is attached hereto as Exhibit "D" —
"Audit Certification Form" and "Audit Requirements". The Audit Certification Form
must be submitted to City within 60 days of the end of period being audited (Developer's
fiscal year). Entities that expend less than $500,000 a year in Federal funds are exempt
from Federal audit requirements for that year, but records must be available for review or
audit by appropriate officials of the Federal Developer, City, and General Accounting
Office
14.5.2 City Reserves the Right to Audit.
City reserves the right to perform an audit of Developer's operations and finances
at any time during the term of this Contract and for five (5) years after the termination
thereof. Developer agrees to allow access to all pertinent materials as described herein.
If such audit reveals a questioned practice or expenditure, such questions must be
resolved within 15 business days after notice to Developer of such questioned practice or
expenditure. If questions are not resolved within this period, City reserves the right to
withhold further funding under this and/or future contract(s) with Developer IF AS A
RESULT OF ANY AUDIT IT IS DETERMINED THAT DEVELOPER HAS
FALSIFIED ANY DOCUMENTATION OR MISUSED, MISAPPLIED OR
MISAPPROPRIATED FUNDS OR SPENT FUNDS ON ANY INELIGIBLE
ACTIVITIES, DEVELOPER AGREES TO REIMBURSE CITY THE AMOUNT
OF SUCH MONIES PLUS THE AMOUNT OF ANY SANCTIONS, PENALTY OR
OTHER CHARGE LEVIED AGAINST CITY BY HUD BECAUSE OF SUCH
ACTIONS.
14.6 Venue.
Venue for any action, whether real or asserted, at law or in equity, arising out of
the execution, performance, attempted performance or non-performance of this Contract,
shall he in Tarrant County, Texas.
14.7 Governing Law.
In any questions involving state law, for any action, whether real or asserted, at
law or in equity, arising out of the execution, performance or non-performance of this
Contract, in any issue not governed by federal law, the choice of law shall be the law
from the State of Texas.
14.8 Severability.
The provisions of this Contract are severable and if for any reason a clause,
sentence paragraph or other part of this Contract shall be determined to be invalid by a
court or Federal or state agency, board or commission having jurisdiction over the subject
matter thereof, such invalidity shall not affect other provisions which can be given effect
without the invalid provision.
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14.9 Written Agreement Entire Contract.
This written instrument and the Addendums, Attachments, and Exhibits attached
hereto, which are incorporated by reference and made a part of this Contract for all
purposes constitute the entire agreement by the Parties hereto 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 teams of this Contract must be in writing and must be executed by
each Party to this Contract.
14.10. Paragraph Headings for Reference Only. No Legal Significance.
The paragraph headings contained herein are for convenience in reference to this
Contract and are not intended to define or to limit the scope of any provision of this
Contract.
14.11 Compliance With All Applicable Laws and Regulations.
Developer agrees to comply fully with all applicable laws and regulations that are
currently in effect or that are hereafter amended during the perfoiinance of this Contract.
Those laws include, but are not limited to:
➢ CDBG Regulations found in 24 CFR Part 570.
➢ Title I of the Housing and Community Development Act of 1974, as amended,
(42 USC 5301 et seq.)
➢ 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 Act of 1967
➢ The Age Discrimination Act of 1975 (42 U.S.C. Sections 6101 et seq.)
➢ The Uniform Relocation Assistance and Real Property Acquisition Policies
Act of 1970 (42 U.S.C. Sections 4601 et seq. and 49 CFR Part 24) ("URA")
➢ Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. Sections 794 et seq.)
and 24 CFR Part 8 where applicable
➢ National Environmental Policy Act of 1969, as amended, 42 U.S.C. sections
4321 et seq. ("NEPA') and the related authorities listed in 24 CFR Part 58.
➢ The Clean Air Act, as amended, (42 U.S.0 Sections 1251 et seq.) and the
Clean Water Act of 1977, as amended (33 U.S.C. Sections 1251 et seq.) and
the related Executive Order 11738 and Environmental Protection Agency
Regulations at 40 CFR Part 15 In no event shall any amount of the assistance
provided under this Contract be utilized with respect to a facility that has
given rise to a conviction under the Clean Air Act or the Clean Water Act.
➢ Immigration Reform and Control Act of 1986 (8 U.S.C. Sections 1101 et seq.)
specifically including the provisions requiring employer verifications of legal
status of its employees
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➢ The Americans with Disabilities Act of 1990 (42 U.S.C. Sections 12101 et
seq.), the Architectural Barriers Act of 1968 as amended (42 U.S.C. sections
4151 et seq.) and the Uniform Federal Accessibility Standards, 24 CFR Part
40, Appendix A
➢ Regulations at 24 CFR Part 87 related to lobbying, including the requirement
that certifications and disclosures be obtained from all covered persons
➢ Drug Free Workplace Act of 1988 (41 U.S.C. Sections 701 et seq.) and 24
CFR Part 23, Subpart F
➢ Executive Order 12549 and 24 CFR Part 5.105(c) pertaining to restrictions on
participation by ineligible debarred or suspended persons or entities
➢ Section 6002 of the Solid Waste Disposal Act, as amended by the Resource
Conservation and Recovery Act
➢ Guidelines of the Environmental Protection Agency at 40 CFR Part 247
➢ For contracts and subgrants for construction or repair, Copeland "Anti -
Kickback" Act (18 U.S.C. 874) as supplemented in 29 CFR Part 5
➢ For construction contracts in excess of $2,000, and in excess of $2,500 for
other contracts which involve the employment of mechanics or laborers,
Sections 103 and 107 of the Contract Work Hours and Safety Standards Act
(40 U.S.C. 327A 300) as supplemented by 29 CFR Part 5
➢ Lead -Based Paint Poisoning Prevention Act (42 U.S.C. 4801 et seq.), as
amended by the Residential Lead -Based Paint Hazard Reduction Act of 1992
(42 U.S.C. 4851 et seq.) and implementing regulations at 24 CFR Part 35,
subparts A, B, M, and R
➢ Uniform Administration Requirements of 24 CFR Part 85
Requirement that Law Be Quoted in Covered Contracts. — Certain Requirements
Pertaining to Section 3 of the Housing and Urban Development Act of 1968 as amended
(12 U.S.C. Sections 1701 et sea.) and its related regulations at 24 CFR Part 135
If the work performed under this Contract is on a program assisted under a
program providing direct Federal financial assistance from HUD, Section 3 of 24 CFR
135.38 ("Section 3") requires that the following clause, shown in italics, be inserted in all
covered contracts ("Section 3 Clause"):
Section to be quoted in covered contracts begins:
"A. The work to be performed under this contract is subject to the
requirements of Section 3 of Housing and Urban Development Act of
1968, as amended, 12 U.S.C. section 1701u (Section 3). The purpose of
Section 3 is to ensure that employment and other economic opportunities
generated by HUD assisted or HUD -assisted programs covered by
Section 3, shall to the greatest extent feasible, be directed to low- and
very -low income persons, particularly persons who are recipients of HUD
assistance for housing.
B. The parties to this contract agree to comply with HUD's
regulations in 24 CFR Part 135, which implement Section 3. As evidenced
by their execution of this contract, the parties to this contract certify that
they are under no contractual or other impediment that would prevent
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them from complying with the Part 135 regulations.
C. The contractor agrees to send to each labor organization or
representative of workers with which it has a collective bargaining
agreement or other understanding, if any, a notice advising the labor
organization or workers' representatives of the contractor's commitments
under this Section 3 clause and will post copies of the notice in
conspicuous places at the work site where both employees and applicants
for training and employment positions can see the notice. The notice shall
describe the Section 3 preference, shall set forth minimum number and job
titles subject to hire, availability of apprentice and training positions, the
qualifications for each; and the name and location of the person(s) taking
applications for each of the positions; and the anticipated date the work
shall begin.
D. The contractor agrees that it will include this Section 3 clause in
every subcontract to comply with regulation in 24 CFR Part 135, and
agrees to take appropriate action, as provided in an applicable provision
of the subcontract or in this Section 3 clause, upon finding that the
subcontractor is in violation of the regulations in 24 CFR Part 135. The
contractor will not subcontract with any subcontractor where it has notice
or knowledge that the subcontractor has been found in violation of
regulations in 24 CFR 135.
E. The contractor will certify that any vacant employment positions,
including training positions that are filed: (1) after the contractor is
selected but before the contract is executed, and (2) with persons other
than those to whom the regulations of 24 CFR Part 135. The contractor
will not subcontract with any subcontractor where it has notice or
knowledge that the subcontractor has been found in violation of
regulations in 24 CFR 135.
F. Noncompliance with HUD 's regulation in 24 CFR Part 135 may
result in sanctions, termination of this contract for default, and debarment
or suspension from future HUD assisted contracts.
G. With respect to work performed in connection with Section 3
covered Indian housing assistance, section 7(b) of the Indian Self
Determination and Education Assistance Act (25 U.S. C. section 450e) also
applies to the work to be performed under this Contract. Section 7(b)
requires that to the greatest extent feasible (i) preference and
opportunities for training and employment shall be given to Indians, and
(ii) preference in the award of contracts and subcontracts shall be given to
Indian organizations and Indian -owned Economic Enterprises. Parties to
this contract that are subject to the provisions of Section 3 and Section
79b) agree to comply with Section 3 to the maximum extent feasible, but
not in derogation of compliance with Section 7(b)."
Section to be quoted in covered contracts ends.
City and Developer understand and agree that, if applicable to the Development,
compliance with the provisions of Section 3, the regulations set forth in 24 CFR Part 135,
and all applicable rules and orders of HUD shall be a condition of the Federal financial
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assistance provided to the Development binding upon City and Developer, and their
respective successors, assigns and the contractors. Failure to fulfill these requirements
shall subject Developer and its contractors and their respective successors and assigns to
those sanctions specified by the grant agreement through which Federal assistance is
provided and to such sanctions as are specified by 24 CFR Part 135.
14.12 Prohibition Against Discrimination.
14.12.1 General Statement.
Developer, in the execution, performance or attempted performance of this
Contract, shall comply with all non-discrimination requirements of 24 CFR 570.607 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, or Project participants to engage in such
discrimination.
This Contract is made and entered into with reference specifically to the
ordinances codified at Chapter 17, Article III, Division 3 - Employment Practices of the
City Code, and Developer hereby covenants and agrees that Developer, its officers,
members, agents, employees and contractors, have fully complied with all provisions of
same and that no employee, or applicant for employment has been discriminated against
under the terms of such ordinances by either or its officers, members, agents, employees
or contractors.
14.12.2 No Discrimination in Employment during the Performance of this
Contract.
During the performance of this Contract Developer agrees to the following
provision, and will require that its contractors and subcontractors also comply with such
provision by including it in all contracts with its contractors:
[Contractor or Subcontractor'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 or Subcontractor'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 fouls
of compensation, and selection for training, including apprenticeship. [Contractor or
Subcontractor s Namel agrees to post in conspicuous places available to employees
and applicants for employment, notices setting forth the provisions of this
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nondiscrimination clause.
[Contractor or Subcontractor s Name] will, in all solicitations or advertisements
for employees placed by or on behalf of r Contractor or Subcontractor'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 or Subcontractor'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 teams, 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 or Subcontractor's Namel further covenants that neither it nor its
officers members, agents, employees, contractors, or persons acting on their behalf, shall
specify, in solicitations or advertisements for employees to work on this Contract, a
maximum age limit for such employment unless the specified maximum age limit is
based upon a bona fide occupational qualification, retirement plan or statutory
requirement.
14.12.3 Developer s Contractors and ADA.
In accordance with the provisions of the Americans With Disabilities Act of 1990
( `ADA"), Developer warrants that it and any of its contractors 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 or any of its contractors. DEVELOPER
WARRANTS IT WILL FULLY COMPLY WITH ADA'S PROVISIONS AND
ANY OTHER APPLICABLE FEDERAL, STATE AND LOCAL LAWS
CONCERNING DISABILITY AND WILL DEFEND, INDEMNIFY AND HOLD
CITY HARMLESS AGAINST ANY CLAIMS OR ALLEGATIONS ASSERTED
BY THIRD PARTIES OR CONTRACTORS AGAINST CITY ARISING OUT OF
DEVELOPER'S AND/OR ITS CONTRACTORS', AGENTS' OR EMPLOYEES'
ALLEGED FAILURE TO COMPLY WITH THE ABOVE -REFERENCED LAWS
CONCERNING DISABILITY DISCRIMINATION IN THE PERFORMANCE OF
THIS CONTRACT.
14.13 Prohibition Against Interest / Conflict of Interest.
14.13.1 Developer shall establish safeguards to prohibit its employees, board
members, advisors and agents from using positions for a purpose that is or gives the
appearance of being motivated by a desire for private gam 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.
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14.13.2 No persons who are employees, agents, consultants, officers or elected
officials or appointed officials of City or of Developer who exercise or have exercised
any functions or responsibilities with respect to activities assisted with Funds or who are
in a position to participate in a decision -making process or gain inside information with
regard to these activities may utilize CDBG services, may obtain a financial interest or
benefit from a CDBG-assisted activity or have an interest in any contract, subcontract or
agreement with respect thereto, or the proceeds thereunder, either for themselves or those
with whom they have family or business ties, during their tenure or for 1 year thereafter,
unless they are accepted in accordance with the procedures set forth at 24 CFR 570.611.
14.13.3 Developer affirms that it will adhere to the provisions of the Texas Penal
Code which prohibits bribery and gifts to public servants.
14.13.4 In the procurement of property and services by Developer, the conflict
of interest provisions of 24 CFR Part 85.36 and 24 CFR Part 84.42, respectively, shall
apply In all cases not governed by those sections, the provisions of 24 CFR 570.611 of
the CDBG Regulations shall apply.
14.14 Labor Standards.
14.14.1 As applicable Developer agrees to comply with the requirements of the
Secretary of Labor in accordance with the Davis -Bacon Act (40 U.S.C. 276a-7) as
amended, the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C.
327 et seq.) and all other applicable Federal, state and local laws and regulations
pertaining to labor standards insofar as those acts apply to the performance of this
Contract. Developer agrees to comply with the Copeland Anti -Kick Back Act (18 U.S.C.
874 et seq.) and its implementing regulations of the United .States Department of Labor
at 29 CFR Part 5. Developer shall maintain documentation that demonstrates compliance
with hour and wage requirements of this Contract and CDBG Regulations. Such
documentation shall be made available promptly to City for review upon request.
14.14.2 Developer agrees that, where required by the CDBG Regulations, all
contractors engaged under contract for construction, renovation or repair work financed
in whole or in part with Funds, shall comply with Federal requirements adopted by City
pertaining to such contracts and with the applicable requirements of the regulations of the
Department of Labor under 29 CFR Parts 1, 3, 5 and 7 governing the payment of wages
and ratio of apprentices and trainees to journey workers; provided that, if wage rates
higher than those required under these regulations are imposed by state or local law,
nothing hereunder is intended to relieve Developer of its obligation, if any, to require
payment of the higher wage. Developer shall cause or require to be inserted in full, in all
such contracts subject to such regulations, provisions meeting the requirements of this
paragraph.
14.14.3 Developer shall provide City access to employee payrolls, contractor
and subcontractors payrolls and other wage information for persons perfoiining
construction of the Development Payrolls must be submitted to the Housing and
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Economic Development Department with each Reimbursement Request, and must be
available to Housing and Economic Development Department staff upon request In
addition, Developer shall ensure that City will have access to employees, contractors and
subcontractors and their employees in order to conduct onsite interviews with laborers
and mechanics. Developer shall infoiin its contractors and subcontractors that City staff
and/or Federal agencies may conduct periodic employee wage interview visits during the
construction of the Development to ensure compliance.
14.15 Minority and Women Business Enterprise Commitment.
Developer agrees to abide by City's policy to involve Minority and Women
Business Enterprises ("M/WBEs") in all phases of its procurement practices and to
provide them equal opportunity to compete for contracts for construction, provision of
professional services, purchase of equipment and supplies and provision of other services
required by City. Therefore, Developer agrees to incorporate City Ordinance No. 15530,
and all amendments or successor policies thereto, into all contracts and subcontracts and
will further require all persons or entities with whom it contracts to comply with said
ordinance.
14.16 Other Laws.
The failure to list any federal, state or City ordinance, law or regulation that is
applicable to Developer does not excuse or relieve Developer from the requirements or
responsibilities in regard to following the law, nor from the consequences or penalties for
Developer's failure to follow the law, if applicable.
14.17 Assignment.
Developer shall not assign all or any part of its rights, privileges, or duties under
this Contract without the prior written approval of City. Any attempted assignment of
same without approval shall be void, and shall constitute a breach of this Contract.
14.18 Right to Inspect Developer Contracts.
It is agreed that City has the right to inspect and approve in writing any proposed
contracts between Developer, its general contractors, and subcontractors, including any
lower tier subcontractors engaged in any activity that is funded as a part of the
construction of the Development prior to any charges being incurred.
14.19 Force Majeure
If Developer becomes unable either in whole or part, to fulfill its obligations
under this Contract due to acts of God, 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
Developer of the United States or of any States, civil disturbances, or explosions, or some
other reason beyond such Developer's control (collectively, "Force Majeure Event"), the
obligations so affected by such Force Majeure Event will be suspended only during the
continuance of such event. Developer will give City written notice of the existence,
extent and nature of the Force Majeure Event as soon as reasonably possible after the
occurrence of the event. Failure to give notice will result in the continuance of the
Developer's obligation regardless of the extent of any existing Force Majeure Event.
CDBG CONSTRUCTION CONTRACT Page 25
Hillside Public Facility Corp. -- Knights of Pythias Lofts
Developer will use commercially reasonable efforts to remedy its inability to perfoiini as
soon as possible.
14.20 Survival.
Any provision of this Contract that pertains to Affordability Requirements,
auditing, monitoring, tenant income eligibility, record keeping and reports, City
ordinances, or applicable CDBG requirements, and any default and enforcement
provisions necessary to enforce such provisions, shall survive the termination of this
Contract for the longer of (i) 5years after the termination date of this Contract, or (ii) 1
year after the termination of the Affordability Period, and shall be enforceable by City
against Developer.
15. Indemnification and Release.
DEVELOPER COVENANTS AND AGREES TO INDEMNIFY, HOLD
HARMLESS AND DEFEND, AT ITS OWN EXPENSE, CITY AND ITS
OFFICERS, AGENTS, SERVANTS AND EMPLOYEES FROM AND AGAINST
ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE
AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL
PERSONS, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE
EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR
NONPERFORMANCE OF THIS CONTRACT AND/OR THE OPERATIONS,
ACTIVITIES AND SERVICES OF THE DEVELOPMENT DESCRIBED
HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART, BY
ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS,
EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY AND
DEVELOPER HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY
OF CITY AND ITS OFFICERS, AGENTS SERVANTS, AND EMPLOYEES FOR
ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE
AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL
PERSONS, OF WHATSOEVER KINDS OR CHARACTER, WHETHER REAL
OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE
EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR
NONPERFORMANCE OF THIS CONTRACT AND/OR THE OPERATIONS,
ACTIVITIES AND SERVICES OF THE PROJECT OR DEVELOPMENT
DESCRIBED HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART
BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS,
EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY.
DEVELOPER LIKEWISE COVENANTS AND AGREES TO AND DOES
HEREBY INDEMNIFY AND HOLD HARMLESS CITY FROM AND AGAINST
ANY AND ALL INJURY, DAMAGE OR DESTRUCTION OF PROPERTY OF
CITY, ARISING OUT OF OR IN CONNECTION WITH ALL ACTS OR
OMISSIONS OF DEVELOPER, ITS OFFICERS, MEMBERS, AGENTS,
EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, INVITEES,
LICENSEES, OR PROJECT PARTICIPANTS OR CAUSED, IN WHOLE OR IN
PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS,
CDBG CONSTRUCTION CONTRACT Page 26
Hillside Public Facility Corp. -- Knights of Pythias Lofts
EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY.
IT IS THE EXPRESS INTENTION OF THE PARTIES, BOTH DEVELOPER
AND CITY, THAT THE INDEMNITY PROVIDED FOR THIS SECTION
INCLUDES INDEMNITY BY DEVELOPER TO INDEMNIFY AND PROTECT
CITY FROM THE CONSEQUENCES OF CITY'S OWN NEGLIGENCE,
WHETHER THAT NEGLIGENCE IS ALLEGED TO BE THE SOLE OR
CONCURRING CAUSE OF THE INJURY, DAMAGE OR DEATH.
DEVELOPER AGREES TO AND SHALL RELEASE CITY, ITS AGENTS,
EMPLOYEES, OFFICERS AND LEGAL REPRESENTATIVES FROM ALL
LIABILITY FOR INJURY, DEATH, DAMAGE OR LOSS TO PERSONS OR
PROPERTY SUSTAINED IN CONNECTION WITH OR INCIDENTAL TO
PERFORMANCE UNDER THIS CONTRACT, EVEN IF THE INJURY, DEATH,
DAMAGE OR LOSS IS CAUSED BY CITY'S SOLE OR CONCURRENT
NEGLIGENCE.
DEVELOPER SHALL REQUIRE ALL OF ITS CONTRACTORS AND
SUBCONTRACTORS TO INCLUDE IN THEIR CONTRACTS AND
SUBCONTRACTS A RELEASE AND INDEMNITY IN FAVOR OF CITY IN
SUBSTANTIALLY THE SAME FORM AS ABOVE.
16. Waiver of Immunity by Developer.
If Developer, as a charitable or nonprofit organization has or claims an immunity or
exemption (statutory or otherwise) from and against liability for damages or injury,
including death, to persons or property, Developer hereby expressly waives its rights to
plead defensively such immunity or exemption as against City. This Section shall not be
construed to affect a governmental entity s immunities under constitutional, statutory or
common law.
17. Insurance and Bondin!.
Developer will maintain blanket fidelity coverage in the form of insurance or bond in the
amount of $700,000 to insure against loss from the fraud, theft or dishonesty of any of
Developer's officers, agents, trustees, directors or employees. The proceeds of such bond
shall be used to reimburse City for any and all loss of Funds occasioned by such
misconduct. To effectuate such reimbursement, such fidelity coverage shall include a
rider stating that reimbursement for any loss or losses thereunder shall name the City as a
loss payee.
Developer shall furnish to City in a timely manner, but not later than 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 by the Effective
Date, Developer shall be in default of the Contract and City may, at its option, terminate
the Contract.
CDBG CONSTRUCTION CONTRACT Page 27
Hillside Public Facility Corp. — Knights of Pythias Lofts
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 Developer to maintain, the following
coverages and limits thereof:
Commercial General Liability (CGL) Insurance
$500,000 each occurrence
$1,000,000 aggregate limit
Non -Profit Organization Liability or Directors & Officers Liability (if applicable)
$1,000,000 Each Occurrence
$1,000,000 Annual 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.
P ending availability of the above coverage and at the discretion of City, the policy shall
be the primary responding insurance policy versus a personal auto insurance policy if or
when in the course of Developer's business as contracted herein.
Workers' Compensation Insurance
P art A: Statutory Limits
P art B: Employer's Liability
$100,000 each accident
$100,000 disease -each employee
$500,000 disease -policy limit
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
thirty (30) days following notice to Developer of such requirements.
Developer will submit to City documentation that it has obtained insurance coverage and
has executed bonds as required in this Contract prior to payment of any monies provided
hereunder.
CDBG CONSTRUCTION CONTRACT Page 28
Hillside Public Facility Corp. — Knights of Pythias Lofts
Where applicable, insurance policies required herein shall be endorsed to include City as
an additional insured as its interest may appear. Additional insured parties shall include
employees, officers, agents, and volunteers of City.
The Workers' Compensation Insurance policy shall be endorsed to include a waiver of
subrogation, also referred to as a waiver of rights of recovery, in favor of City.
Any failure on part of City to request certificate(s) of insurance shall not be construed as
a waiver of such requirement or as a waiver of the insurance requirements themselves.
Insurers of Developer's insurance policies shall be licensed to do business in the state of
Texas by the Department of Insurance or be otherwise eligible and authorized to do
business in the state of Texas. Insurers shall be acceptable to City insofar as their
financial strength and solvency and each such company shall have a current minimum
A.M. Best Key Rating Guide rating of A: VII or other equivalent insurance industry
standard rating otherwise approved by City.
Deductible limits on insurance policies shall not exceed $5,000 per occurrence unless
otherwise approved by City.
In the event there are any local, federal or other regulatory insurance or bonding
requirements for the 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.
Developer shall require its general contractor to maintain builders risk insurance at the
value of the construction.
18. Certification Regarding Lobbying.
The undersigned representative of Developer hereby certifies, to the best of his or her
knowledge and belief, that
No Federal appropriated funds have been paid or will be paid, by or on
behalf of Developer, to any person for influencing or attempting to
influence an officer or employee of any Developer, 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
CDBG CONSTRUCTION CONTRACT Page 29
Hillside Public Facility Corp. -- Knights of Pythias Lofts
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 Developer, member of Congress in connection with
this Federal contract, grant loan or cooperative agreement, Developer
shall complete and submit Standard Fonn-LLL, "Disclosure Fonnu 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.
19. Litigation and Claims
Developer shall give City immediate notice in writing of any action, including any
proceeding before an administrative Developer, filed against Developer in conjunction
with this Contract, the Development or the Project. Developer shall furnish immediately
to City copies of all pertinent papers received by Developer with respect to such action or
claim. Developer shall provide a notice to City within 10 days upon filing under any
bankruptcy or financial insolvency provision of law.
20. Notice.
All notices required or permitted by this Contract must be in writing and are deemed
delivered on the earlier date of the date actually received or the third day following
deposit in a United States Postal Service post office or receptacle; with proper postage,
certified mail return receipt requested; and addressed to the other Party at the address set
out below or at such other address as the receiving Party designates by proper notice to
the sending Party.
City:
City Attorney's Office
Attn Vicki Ganske
1000 Throckmorton Street
Fort Worth, TX 76102
Telephone* 817-392-7600
CDBG CONSTRUCTION CONTRACT Page 30
Hillside Public Facility Corp. — Knights of Pythias Lofts
Copy to:
Diiector of Housing and Economic Development Department
1000 Throckmorton Street
Fort Worth, TX 76102
Telephone: 817-392 7540
Copy to:
Project Coordinator
Housing and Economic Development Department
City of Fort Worth
1000 Throckmorton Street
Fort Worth, TX 76102
Telephone: 817-3 92-63 42
Developer:
Hillside Public Facility Corporation
CIO Housing Authority of the City of Fort Worth
Attn: Barbara Holston, President and CEO
Administration
PO Box 430
Fort Worth, TX 76101-0430
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 perfolnn the responsibilities herein required.
22. 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.
[SIGNATURES APPEAR ON NEXT PAGE]
CDBG CONSTRUCTION CONTRACT Page 31
Hillside Public Facility Corp. — Knights of Pythias Lofts
esorizatitti
EXECUTED as of the.Winikdtcdbe1ow by the Parties' signatures.
,�► 0 0oQo000
ATTEST:
City Secretan
M&C: C-2497
Date: June 14, 2011
ff#.8
4, Irao
OF FORT WORTH
off
M'6.4 atten#44
oo° 3,ernando Costa, Assistant City Manager
tz� Eflt9
APPROVED AS TO FORM AND LEGALITY:
S .OU e tax
Assistant City Attorney
DEVELOPER:
HILLSIDE PUBLIC FACILITY
CORPORATION
By:
STATE OF TEXAS
COUNTY OF TARRANT
oft I, an 0, 61e4159-ni
Barbara Holston, Vice President
This instrument was acknowledged before me on I\Ov't)• E 3 , 2012 gby
Fernando Costa, Assistant City Manager of the City of Fort Worth, on behalf the City of
/ LINDA M. HIRRLINGER Cnc 4 SIP U'1_ M
*:�. ; ; a MY COMMISSION EXPIRES NotaryPublic State of Texas
{ -,; , ► ; ', February 2, 2014 '
;Va ti....cretis. i.il.i�wr � \►:1 %t ,p,.,.t ail. it • I II ha bp...l. c ...-
STATE OF TEXAS
•
COUNTY OF TARRANT §
This instrument was acknowledged before me on Ape-; I � , 2012 by
Barbara Holston, the Vice President of Hillside Pubtic Facility Corporation, a Texas
public facility corporation, on behalf of said corporation.
q
•
ari • r , EVA C. KEY
*: �� s� MY COMMISSION EXPIRES
-.;•.....•40, August 12, 2013
.� _'tL41:...1. .4L.+•l.-4164 6.U.•.1..-I.hL•::J-.V:i•:.s-.
Notary Pub • ' at -. • exas
CDBG CONSTRUCTION CONTRACT
Hillside Public Facility Corp. — Knights of Pythias Lofts
OFFICIAL RECORD;
CITY SECRETARY Page 32
FT. WORTH, TX
EXHIBIT "A"
PROJECT SUMMARY - SCOPE OF WORK
HILLSIDE PUBLIC FACILITY CORPORATION
DESCRIPTION:
The Hillside Public Facility Corporation ("Developer") will use Community Development Block
Grant ( CDBG') funds for a portion of the costs to develop the Knights of Pythias Lofts, an 18
unit mixed income multifamily development to be located in downtown Fort Worth
("Development"). Developer will acquire three (3) lots rehabilitate an existing historic structure,
and construct a new architecturally compatible structure along with adequate surface parking.
The Development will be located at 303-307 Crump Street with an entrance to the parking lot on
East 2nd Street, Fort Worth, Texas 76102.
Developer will be entitled to make Reimbursement Requests as defined in the Contract until 30
days after the Completion Deadline.
In consideration for CDBG funds provided through this Contract, Developer agrees to provide
the following information and meet the following requirements
• Designate 10 floating units in the Development as Affordable Units as defined in the
Contract. All of the Affordable Units will be affordable to low and moderate income
tenants whose incomes are 80% or less of Area Media Income.
• Affordable Rents will be charged in accordance with the rents set forth in Exhibit A-1
attached hereto, as published annually by HUD, and shall not exceed the High HOME
Rent Limit.
• At the initial lease -up of any Affordable Unit submit Exhibit G - Tenant Household
Characteristics regarding the household income, size race, ethnicity, gender of head of
household, disability status, and rental assistance type for the mitial tenant of the
Affordable Unit
• If the 10 Affordable Units do not qualify as affordable rental housing immediately upon
lease -up or at any time during the Affordability Period, the City may invoke any remedies
provided in the Contract or the Loan Documents.
• During the Affordability Period, submit to City a copy of its annual audit.
SPECIFIC PURPOSE*
The specific purpose of this project is to increase the availability of quality, accessible, affordable
housing for low and moderate income City residents in downtown Fort Worth.
PROJECT OBJECTIVES•
The Development will restore a historically significant structure and continue to revitalize an area
of downtown Fort Worth.
CDBG CONSTRUCTION CONTRACT — EXHIBITS
Hillside Public Facility Corporation - Knights of Pythias Lofts
EXHIBIT "A-1"
HUD RENT LIMITS
HILLSIDE PUBLIC FACILITY CORPORATION
U.S. DEPARTMENT OF HUD 11/16/2011 STATE: TEXAS
2012 HOME PROGRAM RENTS
PROGRAM
EFFICIENCY 1 BR 2 BR 3 BR 4 BR 5 BR 6 BR
*Fort Worth -Arlington, TX HUD Metro FMR Area
LOW HOME RENT LIMIT 606 649 778 900 1003 1108 1211
HIGH HOME RENT LIMIT 673* 716* 871* 1136 1248 1358 1469
For Information Only:
FAIR MARKET RENT 667 709 863 1153 1277 1469 1660
50% RENT LIMIT 606 649 778 900 1003 1108 1211
65% RENT LIMIT 768 824 991 1136 1248 1358 1469
* Published rent limits established by HUD annually
CDBG CONSTRUCTION CONTRACT — EXHIBITS
Hillside Public Facility Corporation - Knights of Pythias Lofts
1
1
1
I
Source #
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
TOTAL SOURCES OF FUNDS
TOTAL USES OF FUNDS
EXHIBIT "B"
BUDGET
HILLSIDE PUBLIC FACILITY CORPORATION
SOURCES AND USES
Development Name: 1 Knights of Pythias Lofts
Funding Description
Conventional Loan
Conventional Loan/FHA
Conventional Loan/Letter of
Credit
I HOME
I Housing Trust Fund
I CDBG
Mort • a• a Revenue Bonds
Historic Tax Credit Syndication
Proceeds
USDA/ TXRD Loan(s)
Other Federal Loan or Grant
Other State Loan or Grant
Local Government Loan or Grant
Private Loan or Grant
Cash Equity
In -Kind Equity/Deferred
Developer Fee
Priority
of Lien
1
2
Construction or Rehab. Permanent Loan Stage
Loan Stage Amt.
$1,500,000
$ 700,000
$2,200,000.00
$2,200,000.00
CDBG Funds BudEet
Acquisition
Soft Costs
Framing/Siding/Mechanicals
Sheet Rock/Brick/Interior Trim/Paint
Final Punch List
TOTAL
Amount
$1,500,000
$ 700,000
$400,000
$50,000
$100,000
$80,000
$70,000
$700,000
$2,200,000.00
$2,200,000.00
FinancinPartici.ants
Capital One
City of Fort Worth
CDBG CONSTRUCTION CONTRACT — EXHIBITS
Hillside Public Facility Corporation - Knights of Pythias Lofts
PHASE I ACTIVITIES:
April 2012
PHASE I COMPLETE
by: April 24, 2012
PHASE II ACTIVIITES:
PHASE II COMPLETE
by: August 2012
PHASE III ACTIVIITES:
PHASE III COMPLETED
by: December 2012
PHASE IV ACTIVIITES:
EXHIBIT "C"
CONSTRUCTION SCHEDULE
HILLSIDE PUBLIC FACILITY CORPORATION
Activity
Contract signed
Acquisition
Soft Costs
Lot Preparation (Grading)
Plumbing
Foundation
Framing / TPW
Mechanicals / Siding / Paint
Inspections / Insulation
Sheetrock / Brick
Interior Trim / Paint
Flooring
Mechanical Trim / Grading / Landscaping
Final Trim / Appliances and Fixtures / Fencing
CDBG CONSTRUCTION CONTRACT — EXHIBITS
Hillside Public Facility Corporation - Knights of Pythias Lofts
$400,000.00
$ 50,000.00
$450,000.00
$100,000.00
$80,000.00
PHASE IV COMPLETED
by: May 2013
TOTAL
Final Inspections
Punch List
Initial Lease -up of Affordable Units
$70,000.00
$700,000.00
CDBG CONSTRUCTION CONTRACT — EXHIBITS
Hillside Public Facility Corporation - Knights of Pythias Lofts
EXHIBIT "D"
AUDIT REQUIREMENTS
HILLSIDE PUBLIC FACILITY CORPORATION
CITY OF FORT WORTH HOUSING AND ECONOMIC DEVELOPMENT DEPARTMENT
AUDIT REQUIREMENTS
Organizations expending $500,000 or more in federal awards (from City of Fort Worth and other funding
sources) during their fiscal years shall obtain either an annual single audit or a program specific audit.
Organizations may have a program specific audit in accordance with OMB Circular A-133, or other standard
set forth in the Contract if applicable, if they expended funds for only one federal program as listed in the
Catalog of Federal Domestic Assistance (CFDA). If funds are spent for more than one federal program, a
single audit is required. The audited time period is the organization's fiscal year, and not the City of Fort
Worth's funding period.
The audit shall be conducted by a certified public accountant (CPA) that is licensed at the time of the audit
by the appropriate regulatory body. The CPA shall meet all of the general standards concerning
qualifications independence, due professional care and quality control as required by Government Auditing
Standards, including the requirements for continuing professional education and external peer reviews.
Auditor selection must adhere to federal procurement requirements.
A separate supplementary schedule of revenues, expenditures and changes in fund balance for each City
of Fort Worth contract is no longer required. The Schedule of Expenditures of Federal Awards should list
City of Fort Worth 's contract numbers, the total expended for each individual federal program, and the
CFDA number (OMB A-133 § .310).
The independent auditor's report should include all of the relevant items listed on the 'Audit Report
Checklist." Additional guidance on the conduct and reporting of these audits is contained in the latest issuance
of the following publications:
Government Auditing Standards issued by the Comptroller General of the United States, 2003
OMB Circular A-133 as revised 6/30/97 and amended June 2003
OMB Circular A-133 Compliance Supplement
AICPA's Statement of Position 98-3, "Audits of States, Local Governments, and Not -for -Profit Organizations
Receiving Federal Awards"
Various AICPA audit guides for nonprofits colleges and universities and health and welfare organizations
AICPA's Audit Risk Alert "State and Local Governmental Developments"
Government Auditing Standards by the Texas Department of Housing and Community Affairs for Properties
Receiving Low Income Housing Tax Credits
All organizations that receive a City of Fort Worth award must submit the provided Audit Certification Foini
which certifies whether you are subject to a single/program audit. Organizations receiving federal awards
from the City of Fort Worth who are not required to have an audit shall certify in writing to the agency.
The organization s Chief Executive Officer or Chief Financial Officer shall make the certification within
60 days of the end of the organization's fiscal year in the year that the project was completed.
The following items should be submitted to the City of Fort Worth Housing and Economic Development
Department within the required timeframe.
CDBG CONSTRUCTION CONTRACT — EXHIBITS
Hillside Public Facility Corporation - Knights of Pythias Lofts
Due 60 days after organization's fiscal year end in the year that the oroiect was completed: (required for all
subrecipients)
Completed Audit Certification Form
Due within the earlier of 30 days after receipt of the auditor's report or nine months after the end of the audit
period.
Two copies of the entire audit report issued by the CPA
Two copies of any management letter issued by the CPA in conjunction with the audit report
Two copies of management's comments on all findings, recommendations, & questioned
costs contained in the audit report and management letter, including a detailed corrective
action plan
Failure to submit any of these items by the required due date may result in holds on current draw
requests, suspension of the organization's contract(s) and eligibility for future funding.
If the organization does not meet the requirements of having a single/program audit conducted, records
must still be kept available for review or audit by City of Fort Worth staff (OMB A-133 Subpart B Sec 200(d).
If additional information is needed concerning the audit requirements, please call (817) 392-6141.
CDBG CONSTRUCTION CONTRACT — EXHIBITS
Hillside Public Facility Corporation - Knights of Pythias Lofts
CITY OF FORT WORTH
HOUSING AND ECONOMIC DEVELOPMENT DEPARTMENT
SINGLE AUDIT REPORT CHECKLIST
The Department developed this checklist to help organizations improve the quality and completeness of
audit reports.
General Purpose or Basic Financial Statements of the Organization Opinion/Report on Organization's Financial
Statements in accordance with Government Auditing Standards
Notes to the General Purpose or Basic Financial Statements of the Organization
A Schedule of Expenditures of Federal Awards including the Department's contract numbers, the total
expended for the federal program, and the CFDA number (OMB A-133 Subpart C Sec 310).
Opinion/Report on Schedule of Expenditures of Federal and State Awards
Report on Compliance and on Internals Control Over Financial Reporting Based on an Audit of Financial
Statements Performed in Accordance With Government Auditing Standards. (OMB A-133 § 505 (b))
Report on Compliance with Requirements Applicable to Each Major Program and Internal Control over
Compliance in Accordance with OMB Circular A-133. (OMB A-133 § 505 (c))
Schedule of Findings and Questioned Costs (OMB A-133 §. 505d), including: Summary Schedule of Prior Audit
Findings reporting the status of all findings included in the prior audit's schedule of findings and questioned
costs. (OMB A-133 Sec. 315 (a) and (b))
Corrective Action Plan including (OMB A-133 Sec. 315 (c)) name of person responsible for the corrective
action, corrective action planned, anticipated completion date, and explanation and reason if auditee
does not agree with findings or believes correction is not required.
All reports are signed and dated by the auditor
Two copies of the audit reports are submitted
Two copies of the management letter, if issued in conjunction with the audit report. Two copies of
comments by management concerning all findings and recommendations included in
management letter, including a corrective action plan.
CDBG CONSTRUCTION CONTRACT — EXHIBITS
Hillside Public Facility Corporation - Knights of Pythias Lofts
CITY OF FORT WORTH HOUSING AND ECONOMIC DEVELOPMENT DEPARTMENT
Audit Certification Form
Subrecipient:
Fiscal Year Ending* / /
Month Day Year
�] We have exceeded the federal expenditure threshold of $500,000. We will have our Single Audit or
Program Specific Audit completed and will submit the audit report within nine (9) months after the end of the
audited fiscal year.
T
We did not exceed the $500,000 federal expenditure threshold required for a Single Audit or a Program
Specific Audit to be performed this fiscal year. (Fill out schedule below)
Must be filled out if Single Audit or Program Audit is not required:
Federal Grantor
Federal Expenditure Disclosure
Pass Through
Grantor
Federal Funds
Program Name &
CFDA Number
Total Federal Expenditures for this Fiscal Year $
Contract
Number
Printed Name Title (Must be CFO, CEO or equivalent)
Authorized Signature (Must be CFO, CEO or equivalent) Phone Number Date
Expenditures
Failure to submit this or a similar statement or failure to submit a completed single audit package as
described in the audit requirements by the required due date will result in suspension of funding and will affect
eligibility for future funding.
Submit this, form to the City of Fort Worth Housing and Economic Development Department within 60 days after the end of your
Fiscal year
CDBG CONSTRUCTION CONTRACT — EXHIBITS
Hillside Public Facility Corporation - Knights of Pythias Lofts
EXHIBIT "E"
LOAN DOCUMENTS
HILLSIDE PUBLIC FACILITY CORPORATION
CDBG CONSTRUCTION CONTRACT — EXHIBITS
Hillside Public Facility Corporation - Knights of Pythias Lofts
PROMISSORY NOTE
Date: April , 2012
Borrower: Hillside Public Facility Corporation, a Texas public facility corporation
Borrower's Mailing Address:
1201 E 13th Street, Fort Worth, Tarrant County, TX 76102
Lender: City of Fort Worth, Texas, a Texas municipal corporation
Place for Payment
CIO Director of Housing and Economic Development Department
1000 Throckmorton St.
Fort Worth Tarrant County, TX 76102
or at any other place that Lender may designate in writing
Principal Amount: SEVEN HUNDRED THOUSAND AND NO/100 DOLLARS
($700,000.00)
Loan Authority:
The loan evidenced by this Note (the "Loan") is being made pursuant to grant monies
from the United States Department of Housing and Urban Development ("HUD ') under
Title I of the Housing and Community Development Act of 1974, as amended, 42 USC
5301 et seq. for utilization in connection with its Community Development Block Grant
("CDBG Program') and the Community Development Block Grant Entitlement Program
Regulations, as amended, 24 CFR Part 570 et seq. (the `CDBG Regulations") with
CDBG funds.
Annual Interest Rate: Zero Percent (0%)
Maturity Date: as described in City Secretary Contract No. dated April ,
2012 between Borrower and Lender for the CDBG funds (the "Contract")
Annual Interest Rate on Matured, Unpaid Amounts: Six Percent (6%)
Terms of Payment (principal and interest):
The Principal Amount is a forgivable deferred payment loan. Payment of the Principal
Amount will only be required if Borrower does not comply with the terms of the
Contract, the requirements of the CDBG Program and the CDBG Regulations, or the
teens of this Note and any instrument evidencing or securing the Loan (collectively, the
'Loan Documents").
This Note is the Note required in the Contract and has been executed and delivered in
accordance with its terms. The funds advanced by Lender are CDBG funds and the
Contract requires that (i) the 10 Affordable Units must be rented to CDBG Ehgible
PROMISSORY NOTE — CDBG FUNDS Page 1
Hillside Public Facility Corp — Knights of Pythias Lofts Rev. 04-13 -12
Clients for the 15 year Affordability Period, and (ii) the Borrower must meet the National
Objective all as more particularly defined and described in the Contract. The Loan
evidenced by this Note and the obligations described in the Contract pertaining to the
CDBG Program and the CDBG Regulations will be in default and the Principal Amount
and any other sums due hereunder may be declared immediately payable if the 10
Affordable Units located on the Property are not rented to CDBG 1?hgible Clients for the
duration of the Affordability Period and the Borrower does not meet the National
Objective. In the event of such default, Lender may invoke any remedies provided in the
Contract or the Deed of Trust for default.
On performance of the obligations described in the Contract and the terms and conditions
of the Loan Documents, the Loan will be forgiven.
Security for Payment:
This Note is secured by a Deed of Trust of even date from Borrower to Vicki S Ganske,
Trustee, or Leann D. Guzman, Trustee, which covers the following real property:
Tract 1:
Lots 1 and 2, Block 2, Dillon & Crump Subdivision of Block 32, Original Town of Fort
Worth, Tarrant County, Texas, being the tracts as described in the Deed to the TSC K of
P, LLC recorded in Instrument No. D207449881 of the Deed Records of Tarrant County,
Texas
Tract 2:
Being a tract out of Block B-R Hillside Addition Fort Worth, Tarrant County, Texas as
shown by plat recorded as Instrument No. D197002873 of the Deed Records of Tarrant
County, Texas and as described in the Deed to Downtown Fort Worth Initiatives, Inc
recorded in Vol. 12204, Page 704 of the Deed Records of Tarrant County, Texas
Tract 1 and Tract 2 are more particularly described in the attached Exhibit "A",
incorporated herein by reference for all purposes (the "Property")
Other Security for Payment: None
If the Principal Amount is not forgiven, Borrower promises to pay to the order of Lender
the Principal Amount. In that event, this 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 maturity,
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 Note or in the performance of its obligations
under the Contract or the CDBG Program or the CDBG Regulations or any other obligation in
any instrument securing or collateral to this Note, Lender may declare the unpaid principal
balance, earned interest, and any other amounts owed on the Note immediately due and payable.
Borrower and each surety, endorser, and guarantor waive all demand for payment, presentation
PROMISSORY NOTE — CDBG FUNDS Page 2
Hillside Public Facility Corp — Knights of Pythias Lofts Rev. 04-13 -12
for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, protest,
and notice of protest, to the extent permitted by law.
Notwithstanding anything to the contrary, if a monetary event of default occurs under the
teuiis of any of the Loan Documents, prior to exercising any remedies Lender shall give Borrower
written notice of such default. Borrower shall have a period of 7 days after such notice is given
within which to cure the default prior to exercise of remedies by Lender under the Loan Documents.
Notwithstanding anything to the contrary, if a non -monetary event of default occurs under the terms
of any of the Loan Documents, prior to exercising any remedies, Lender shall give Borrower written
notice of such default. If the default is reasonably capable of being cured within 30 days, Borrower
shall have such period to effect a cure prior to exercise of remedies by Lender under the Loan
Documents. If the default is such that it is not reasonably capable of being cured within 30 days,
and if Borrower (a) initiates corrective action within said period, and (b) diligently, continually, and
in good faith works to effect a cure as soon as possible, 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 or the default is not cured within 180
days after the first notice of default is given.
Borrower also promises to pay reasonable attorney's fees and court and other costs if this
Note is placed in the hands of an attorney to collect or enforce the Note. These expenses will
bear interest from the date of advance 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 Note and will be
secured by any security for payment
Interest on the debt evidenced by this Note will not exceed the maximum rate or amount
of nonusurious 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 Note and all other instruments concerning the debt.
Each Borrower is responsible for all obligations represented by this Note.
When the context requires, singular nouns and pronouns include the plural.
The indebtedness evidenced by this Note is and shall be subordinate in right of payment to
the prior payment in full of the indebtedness to be hereafter evidenced by a promissory note ("Senior
Indebtedness") made by Borrower payable to its construction or permanent lender ("Senior Lender")
as more particularly described in a Subordination Agreement between Lender, Borrower and Senior
Lender (the "Subordination Agreement"), to the extent and in the manner provided in the
Subordination Agreement. The Deed of Trust securing this Note is and shall be subject and
PROMISSORY NOTE — CDBG FUNDS Page 3
Hillside Public Facility Corp — Knights of Pythias Lofts Rev. 04-13 -12
subordinate in all respects to the liens, terms, covenants and conditions of the mortgage securing the
Senior Indebtedness as more fully set forth in the Subordination Agreement. The rights and
remedies of the payee and each subsequent holder of this Note under the Deed of Trust securing this
Note are subject to the restrictions and limitations set forth in the Subordination Agreement. Each
subsequent holder of this Note shall be deemed, by virtue of such holder's acquisition of the Note, to
have agreed to perform and observe all of the terms, covenants and conditions to be performed or
observed by the Subordinate Lender under the Subordination Agreement
Subject to the terms of the Subordination Agreement and any cure periods provided in the
documents evidencing the Senior Indebtedness, if there is a default in payment of any part of
principal or interest of the Senior Indebtedness or a breach of any covenants contained in any
instruments securing it, the debt evidenced by this Note will immediately become payable at the
option of Lender. If Borrower fails to perform any of Borrower's obligations in the promissory
note evidencing the Senior Indebtedness or in any instruments securing same, and to the extent
allowed by the Subordination Agreement, Lender may perform those obligations and be
reimbursed by Borrower on demand, at the Place for Payment for any amounts advanced,
including attorney's fees plus interest on those amounts from the date of payment at the Annual
Interest Rate on Matured, Unpaid Amounts The amount to be reimbursed will be secured by all
instruments securing this Note.
A default exists under this Note if (1) (a) Borrower or (b) any other person liable on any
part of this Note (an "Other Obligated Party") fails to timely pay or perform any obligation or
covenant in any written agreement between Lender and Borrower or such Other Obligated Party;
(2) any warranty, covenant, or representation in this 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 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 ninety (90)
days, the party against whom the proceeding is commenced admits the material allegations of the
petition against it, or an order for relief is entered; (7) any of the following parties is dissolved,
begins to wind up its affairs, is authorized to dissolve or wind up its affairs by its governing body
or persons, or any event occurs or condition exists that pen nits 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.
PROMISSORY NOTE — CDBG FUNDS Page 4
Hillside Public Facility Corp — Knights of Pythias Lofts Rev. 04-13 -12
The execution and delivery of this Note are required under the Contract.
If any provision of this Note conflicts with any provision of the Contract the Deed of
Trust or any other document evidencing the same transaction between Lender and Borrower, the
provisions of the Contract will govern to the extent of the conflict.
This Note will be construed under the laws of the state of Texas without regard to
choice -of -law rules of any jurisdiction.
This Note is a nonrecourse obligation of Borrower. Neither Borrower nor any other party
shall have any personal liability for repayment of the Loan described in the Contract. The sole
recourse of Lender under the Loan Documents for repayment of the Loan shall be the exercise of
its rights against the Security for Payment.
THE CONTRACT, THE NOTE AND THE DEED OF TRUST 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.
PROMISSORY NOTE — CDBG FUNDS
HILLSIDE PUBLIC FACILITY CORPORATION
Barbara Holston, Vice President
•
Hillside Public Facility Corp — Knights of Pythias Lofts
Page 5
Rev. 04-13 -12
PROMISSORY NOTE — CDBG FUNDS
Exhibit "A"
Legal Description
•
Hillside Public Facility Corp — Knights of Pythias Lofts
Page 6
Rev. 04-13 -12
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON,
YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION
FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC
RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE
NUMBER
DEED OF TRUST
Ternis
Date: April , 2012
Grantor: Hillside Public Facility Corporation, a Texas public facility corporation
Grantor's Mailing Address:
1201 E 13th Street, Fort Worth, Tarrant County, TX 76102
Trustee: Vicki S Ganske or Leann D. Guzman
Trustee's Mailing Address:
CIO City Attorney's Office
City of Fort Worth
1000 Throckmorton St.
Fort Worth, Tarrant County, TX 76102
Lender: City of Fort Worth, Texas, a Texas municipal corporation
Lender's Mailing Address:
C/O Housing and Economic Development Department
1000 Throckmorton St.
Fort Worth, Tarrant County, TX 76102
Loan Authority:
The loan evidenced by the Note (the ' Loan") and secured by this Deed of Trust is being
made pursuant to grant momes from the United States Department of Housing and Urban
Development ( HUD") under Title I of the Housing and Community Development Act of
1974, as amended, 42 USC 5301 et seq. for utilization in connection with its Community
Development Block Grant ("CDBG Program") and the Community Development Block
Grant Entitlement Program Regulations as amended, 24 CFR Part 570 et seq. (the
"CDBG Regulations") with CDBG funds.
DEED OF TRUST — CDBG FUNDS
Hillside Public Facility Corporation
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Rev. 04-13-12
Obligation
Note
Date: April , 2012
Original principal amount: $700,000.00
Borrower: Hillside Public Facility Corporation, a Texas public facility
corporation
Lender: City of Fort Worth, Texas, a Texas municipal corporation
Maturity Date: as described therein
In addition, Obligation shall include compliance by Grantor with the requirements of the
CDBG Program more particularly described in Section F. below.
Property (including any improvements):
Tract 1:
Lots 1 and 2, Block 2, Dillon & Crump Subdivision of Block 32, Original Town of Fort
Worth, Tarrant County, Texas, being the tracts as described in the Deed to the TSC K of
P, LLC recorded in Instrument No. D207449881 of the Deed Records of Tarrant County,
Texas
Tract 2:
Being a tract out of Block B-R Hillside Addition Fort Worth, Tarrant County, Texas as
shown by plat recorded as Instrument No. D197002873 of the Deed Records of Tarrant
County, Texas and as described in the Deed to Downtown Fort Worth Initiatives, Inc
recorded in Vol. 12204, Page 704 of the Deed Records of Tarrant County, Texas
Tract 1 and Tract 2 are more particularly described in the attached Exhibit "A",
incorporated herein by reference for all purposes.
Together with the following personal property:
All fixtures, supplies, building materials, and other goods of every nature now or
hereafter located, used, or intended to be located or used on the Property;
All plans and specifications for development of or construction of improvements
on the Property
All contracts and subcontracts relating to the construction of improvements on the
Property;
All accounts, contract rights, instruments, documents, general intangibles, and
chattel paper arising from or by virtue of any transactions relating to the Property;
All permits, licenses, franchises, certificates, and other rights and privileges
obtained in connection with the Property;
All proceeds payable or to be payable under each policy of insurance relating to
DEED OF TRUST — CDBG FUNDS
Hillside Public Facility Corporation
Page 2
Rev. 04-13-12
the Property; and
All products and proceeds of the foregoing.
Notwithstanding any other provision in this Deed of Trust, the term "Property" does not
include personal effects used primarily for personal, family, or household purposes.
In addition to creating a deed -of -trust lien on the Property described Grantor also grants
to Lender a security interest in all of the above -described personal property pursuant to
and to the extent permitted by the Texas Uniform Commercial Code.
Prior Lien:
The lien created by this Deed of Trust is and shall be subject and subordinate in all respects
to the liens, terms, covenants and conditions of the mortgage securing that certain
Promissory Note ("Senior Note') made by Grantor payable to a construction or permanent
lender (the "Senior Lender"), to the extent and in the manner provided in that certain
Subordination Agreement to be hereinafter entered into between the Senior Lender, Grantor
and Lender (the "Subordination Agreement"). The rights and remedies of Lender and each
subsequent assignee of the lien under this Deed of Trust are subject to the restrictions and
limitations set forth in the Subordination Agreement.
Subject to waiver, notice, grace and cure period, if any, if default occurs in payment of
any part of principal or interest of the Senior Note more particularly described in the
Subordination Agreement or in observance of any covenants of the deed of trust or other
loan documents securing the Senior Note (the "Senior Indebtedness"), the entire debt
secured by this Deed of Trust will immediately become payable at the option of Lender to
the extent permitted by the Subordination Agreement.
Other Exceptions to Conveyance and Warranty:
[he Permitted Exceptions set forth on Exhibit "B" attached hereto and incorporated
herein for all purposes
For value received and to secure payment of the Obligation, Grantor conveys the Property
to Trustee in trust. Grantor warrants and agrees to defend the title to the Property, subject to the
Other Exceptions to Conveyance and Warranty. On performance of the Obligation, including
payment of the Loan and all other amounts secured by this Deed of Trust and performance of the
requirements of the CDBG Program, this Deed of Trust will have no further effect, and Lender
will release it at Grantor s expense.
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Rev. 04-13-12
Clauses and Covenants
A. Grantor's Obligations
Grantor agrees to-
1. keep the Property in good repair and condition;
2. pay all taxes and assessments on the Property before delinquency and provide proof
of payment of same upon request by Lender;
3. defend title to the Property subject to the Other Exceptions to Conveyance and
Warranty and preserve the lien's priority as it is established in this Deed of Trust;
4. maintain all insurance coverages with respect to the Property, revenues generated by
the Property, and operations on the Property that Lender reasonably requires "Required Insurance
Coverages"), issued by insurers and written on policy forms acceptable to Lender and deliver
evidence of the Required Insurance Coverages in a form acceptable to Lender at least 10 days
before expiration of the Required Insurance Coverages;
5. obey all laws, ordinances, and restrictive covenants applicable to the Property;
6. keep any buildings occupied as required by the Required Insurance Coverages;
7. if the lien of this Deed of Trust is not a first lien, pay or cause to be paid all prior
lien notes and abide by or cause to be abided by all prior lien instruments; and,
8. notify Lender of any change of address.
B. Lender's Rights
1. Lender or Lender's mortgage servicer may appoint in writing a substitute trustee,
succeeding to all rights and responsibilities of Trustee.
2. If the proceeds of the Obligation are used to pay any debt secured by prior liens,
Lender is subrogated to all the rights and liens of the holders of any debt so paid.
3. Notwithstanding the terms of the Note to the contrary, and unless applicable law
prohibits all payments received by Lender from Grantor with respect to the Obligation or this
Deed of Trust may, at Lender's discretion, be applied first to amounts payable under this Deed of
Trust and then to amounts due and payable to Lender with respect to the Obligation, to be applied
to late charges, principal, or interest in the order Lender in its discretion determines.
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Hillside Public Facility Corporation
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Rev. 04-13-12
4. If Grantor fails to perform any of Grantor's obligations, subject to prior notice and
cure period, Lender may perform those obligations and be reimbursed by Grantor on demand for
any amounts so paid, including attorney's fees, plus interest on those amounts from the dates of
payment at the rate stated in the Note for matured, unpaid amounts. The amount to be reimbursed
will be secured by this Deed of Trust
5. If there is a default on the Obligation or if Grantor fails to perform any of Grantor's
obligations and the default continues after any required notice of the default and the time allowed
to cure, Lender may
a. declare the unpaid principal balance and earned interest on the Obligation
immediately due;
b. direct Trustee to foreclose this lien, in which case Lender or Lender's
agent will cause notice of the foreclosure sale to be given as provided by
the Texas Property Code as then in effect; and
c. purchase the Property at any foreclosure sale by offering the highest bid
and then have the bid credited on the Obligation.
Notwithstanding anything to the contrary, if a monetary event of default occurs under the
terms of any of the Loan documents, prior to exercising any remedies Lender shall give Grantor
written notice of such default. Grantor shall have a period of 7 days after such notice is given
within which to cure the default prior to exercise of remedies by Lender under the Loan documents.
Notwithstanding anything to the contrary, if a non -monetary event of default occurs under the terms
of any of the Loan documents, prior to exercising any remedies, Lender shall give Grantor written
notice of such default. If the default is reasonably capable of being cured within 30 days, Grantor
and each of the general and limited partners on behalf of Grantor shall have such period to effect a
cure prior to exercise of remedies by Lender under the Loan documents. If the default is such that it
is not reasonably capable of being cured within 30 days, and if Grantor (a) initiates corrective action
within said period, and (b) diligently, continually, and in good faith works to effect a cure as soon
as possible, then Grantor 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 or the default is not cured within 180 days after the first notice of default is
given
6. Lender may remedy any default without waiving it and may waive any default
without waiving any prior or subsequent default.
7. If the Property is acquired by Lender by foreclosure, Grantor's right to any
insurance policies and proceeds resulting from damage to the Property prior the acquisition shall
pass to Lender to the extent of the sums secured by this Deed of Trust immediately prior to the
acquisition.
8. Lender or its agents may make reasonable entries upon and inspections of the
DEED OF TRUST — CDBG FUNDS
Hillside Public Facility Corporation
Page 5
Rev. 04-13-12
Property. Lender shall give Borrower notice at the time of or prior to an inspection giving
reasonable cause for the inspection.
C. Trustee's Rights and Duties
If directed by Lender to foreclose this lien, Trustee will-
1. either personally or by agent give notice of the foreclosure sale as required by the
Texas Property Code as then in effect;
2. sell and convey all or part of the Property "AS IS" to the highest bidder for cash
with a general warranty binding Grantor, subject to the Prior Lien and to the Other Exceptions to
Conveyance and Warranty and without representation or warranty, express or implied, by
Trustee;
3. from the proceeds of the sale, pay, in this order
a. expenses of foreclosure, including a reasonable commission to Trustee;
b. to Lender, the full amount of principal, interest, attorney's fees, and other
charges due and unpaid;
c. any amounts required by law to be paid before payment to Grantor; and
d. to Grantor, any balance; and
4. be indemnified, held harmless, and defended by Lender against all costs, expenses,
and liabilities incurred by Trustee for acting in the execution or enforcement of the trust created
by this Deed of Trust, which includes all court and other costs, including attorney's fees, incurred
by Trustee in defense of any action or proceeding taken against Trustee in that capacity.
D. General Provisions
1. If any of the Property is sold under this Deed of Trust, Grantor must immediately
surrender possession to the purchaser. If Grantor fails to do so, Grantor will become a tenant at
sufferance of the purchaser, subject to an action for forcible detainer.
2. Recitals in any trustee's deed conveying the Property will be presumed to be true.
3. Proceeding under this Deed of Trust, filing suit for foreclosure, or pursuing any
other remedy will not constitute an election of remedies.
4. This lien will remain superior to liens later created even if the time of payment of
all or part of the Obligation is extended or part of the Property is released.
5. If any portion of the Obligation cannot be lawfully secured by this Deed of Trust,
payments will be applied first to discharge that portion.
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Rev. 04-13-12
6. Subject to the rights of senior lienholders, Grantor assigns to Lender all amounts
payable to or received by Grantor from condemnation of all or part of the Property, from private
sale in lieu of condemnation, and from damages caused by public works or construction on or
near the Property. After deducting any expenses incurred, including attorney's fees and court and
other costs, Lender will either release any remaining amounts to Grantor or apply such amounts
to reduce the Obligation Lender will not be liable for failure to collect or to exercise diligence in
collecting any such amounts. Grantor will immediately give Lender notice of any actual or
threatened proceedings for condemnation of all or part of the Property.
Notwithstanding the above, in the event of any fire or other casualty to the Property or
eminent domain proceedings resulting in condemnation of the Property or any part thereof, Grantor
shall have the right to rebuild the Property, and to use all available insurance or condemnation
proceeds therefor, provided that (a) such proceeds are sufficient to keep the Obligations in balance
and rebuild the Property in a manner that provides adequate security to Lender for repayment or
performance of the Obligations or if such proceeds are insufficient then Grantor shall have funded
any deficiency, (b) Lender shall have the right to approve plans and specifications for any major
rebuilding and the right to approve disbursements of insurance or condemnation proceeds for
rebuilding under a construction escrow or similar arrangement, and (c) no material default then
exists under the Loan documents. If the casualty or condemnation affects only part of the Property
and total rebuilding is infeasible, then proceeds may be used for partial rebuilding and partial
repayment of the Obligations in a manner that provides adequate security to Lender for repayment
of the remaining balance of the Obligations, and any excess proceeds shall be paid to Grantor.
7. Subject to rights of senior lienholders, Grantor assigns to Lender absolutely, not
only as collateral, all present and future rent and other income and receipts from the Property.
Grantor warrants the validity and enforceability of the assignment. Grantor may as Lender's
licensee collect rent and other income and receipts as long as Grantor is not in default with
respect to the Obligation or this Deed of Trust. Grantor will apply all rent and other income and
receipts to payment of the Obligation and performance of this Deed of Trust, but if the rent and
other income and receipts exceed the amount due with respect to the Obligation and the Deed of
Trust, Grantor may retain the excess If Grantor defaults in payment of the Obligation or
perfozinance of this Deed of Trust, Lender may terminate Grantor's license to collect rent and
other income and then as Grantor's agent may rent the Property and collect all rent and other
income and receipts. Lender neither has nor assumes any obligations as lessor or landlord with
respect to any occupant of the Property Lender may exercise Lender's rights and remedies under
this paragraph without taking possession of the Property Lender will apply all rent and other
income and receipts collected under this paragraph first to expenses incurred in exercising
Lender's rights and remedies and then to Grantor s obligations with respect to the Obligation and
this Deed of Trust in the order deteiruined by Lender Lender is not required to act under this
paragraph, and acting under this paragraph does not waive any of Lender's other rights or
remedies. If Grantor becomes a voluntary or involuntary debtor in bankruptcy, Lender's filing a
proof of claim in bankruptcy will be deemed equivalent to the appointment of a receiver under
Texas law.
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Hillside Public Facility Corporation Rev. 04-13-12
8. Interest on the debt secured by this Deed of Trust will not exceed the maximum
amount of nonusurious 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 of
the debt or, if that has been paid, refunded. On any acceleration or required or permitted
prepayment, any such excess will be canceled automatically as of the acceleration or prepayment
or, if already paid credited on the principal of the debt or, if the principal of the debt has been
paid, refunded. This provision overrides any conflicting provisions in this and all other
instruments concerning the debt.
9. In no event may this Deed of Trust secure payment of any debt that may not
lawfully be secured by a hen on real estate or create a lien otherwise prohibited by law.
10. When the context requires, singular nouns and pronouns include the plural.
11. The term Note includes all extensions, modifications, and renewals of the Note
and all amounts secured by this Deed of Trust.
12. Grantor agrees to (a) keep at Grantor's address, or such other place as Lender may
approve, accounts and records reflecting the operation of the Property and copies of all written
contracts, leases, and other instruments that affect the Property; (b) prepare financial accounting
records in compliance with generally accepted accounting principles consistently applied; and
(c), at Lender's request on reasonable notice from time to time, permit Lender to examine and
make copies of such books, records, contracts, leases, and other instruments at any reasonable
time.
13. Grantor agrees to deliver to Lender, at Lender's request from time to time,
internally prepared financial statements of Grantor and any guarantor of the Note prepared in
accordance with generally accepted accounting principles consistently applied in detail
reasonably satisfactory to Lender and certified to be materially true and correct by the chief
financial officer of Grantor or its certified public accountant, as applicable.
14. If Lender orders an appraisal of the Property while a default exists or to comply
with legal requirements affecting Lender, Grantor, at Lender's request, agrees to reimburse
Lender for the reasonable cost of any such appraisal. If Grantor fails to reimburse Lender for any
such appraisal within 20 days of Lender's written request, that failure is a default under this Deed
of Trust.
15. Grantor agrees to allow Lender or Lender's agents to enter the Property at
reasonable times and inspect it and any personal property in which Lender is granted a security
interest by this Deed of Trust.
16. Grantor may not sell, transfer, or otherwise dispose of any Property, whether
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Hillside Public Facility Corporation Rev. 04-13-12
voluntarily or by operation of law, except for condemnation or to obtain utility easements,
without the prior written consent of Lender. If granted, consent may be conditioned upon (a) the
grantee's integrity, reputation, character, creditworthiness, and management ability being
satisfactory to Lender and (b) the grantee's executing, before such sale, transfer, or other
disposition, a written assumption agreement containing any terms Lender may reasonably
require, such as a principal pay down on the Obligation, an increase in the rate of interest payable
with respect to the Obligation, a transfer fee, or any other modification of the Note, this Deed of
Trust , or any other instruments evidencing or securing the Obligation.
Grantor may not cause or permit any Property to be encumbered by any liens, security
interests, or encumbrances other than the liens securing the Obligation and the liens securing ad
valorem taxes not yet due and payable and the Permitted Exceptions without the prior written
consent of Lender. If granted, consent may be conditioned upon Grantor s executing, before
granting such lien, a written modification agreement containing any reasonable terms Lender may
require, such as a principal pay down on the Obligation, an increase in the rate of interest payable
with respect to the Obligation, an approval fee, or any other modification of the Note, this Deed
of Trust or any other instruments evidencing or securing the Obligation.
Grantor may not grant any lien, security interest, or other encumbrance (a "Subordinate
Instrument") covering the Property that is subordinate to the liens created by this Deed of Trust
without the prior written consent of Lender. If granted, consent .may be conditioned upon the
Subordinate Instrument's containing express covenants to the effect that -
a. the Subordinate Instrument is unconditionally subordinate to this Deed of Trust;
b. if any action is instituted to foreclose or otherwise enforce the Subordinate
Instrument, no action may be taken that would terminate any occupancy or
tenancy without the prior written consent of Lender, and that consent, if granted,
may be conditioned in any manner Lender determines;
c. rents, if collected by or for the holder of the Subordinate Instrument, will be
applied first to the payment of the Obligation then due and to expenses incurred in
the ownership, operation, and maintenance of the Property in any order Lender
may determine, before being applied to any indebtedness secured by the
Subordinate Instrument,
d. written notice of default under the Subordinate Instrument and written notice of
the commencement of any action to foreclose or otherwise enforce the
Subordinate Instrument must be given to Lender concurrently with or immediately
after the occurrence of any such default or commencement; and
e. in the event of the bankruptcy of Grantor, all amounts due on or with respect to
the Obligation and this Deed of Trust will be payable in full before any payments
on the indebtedness secured by the Subordinate Instrument.
Grantor may not cause or permit any of the following events to occur without the prior
written consent of Lender: if Grantor is (a) a corporation, the dissolution of the corporation or the
sale, pledge, encumbrance, or assignment of any shares of its stock; (b) a limited liability
DEED OF TRUST — CDBG FUNDS
Hillside Public Facility Corporation
Page 9
Rev. 04-13-12
company, the dissolution of the company or the sale, pledge, encumbrance, or assignment of any
of its membership interests; (c) a general partnership or joint venture, the dissolution of the
partnership or venture or the sale, pledge, encumbrance, or assignment of any of its partnership
or joint venture interests, or the withdrawal from or admission into it of any general partner or
joint venturer; or (d) a limited partnership, (1) the dissolution of the partnership, (2) the sale,
pledge, encumbrance, or assignment of any of its general partnership interests, or the withdrawal
from or admission into it of any general partner, or (3) the withdrawal from or admission into it
of any controlling limited partner or partners If granted, consent may be conditioned upon (a) the
integrity, reputation, character, creditworthiness, and management ability of the person
succeeding to the ownership interest in Grantor (or security interest in such ownership) being
reasonably satisfactory to Lender; and (b) the execution, before such event, by the person
succeeding to the interest of Grantor in the Property or ownership interest in Grantor (or security
interest in such ownership) of a written modification or assumption agreement containing such
terms as Lender may reasonably require, such as a principal pay down on the Obligation an
increase in the rate of interest payable with respect to the Obligation, a transfer fee, or any other
modification of the Note, this Deed of Trust, or any other instruments evidencing or securing the
Obligation.
Notwithstanding anything to the contrary herein, neither the withdrawal, removal,
replacement, and/or addition of a general partner of the Grantor pursuant to the terms of its
partnership agreement nor the withdrawal, replacement, and/or addition of any of Grantor's limited
partners or its limited partner's general partners or members, shall constitute a default under any of
the Loan documents and any such actions shall not accelerate the maturity of the Loan, provided
that any required substitute Grantor's general partner is reasonably acceptable to Lender and is
selected with reasonable promptness. Any substitute general partner that is an affiliate of Grantor's
limited partner is hereby deemed acceptable to Lender.
17. Grantor agrees not to grant any lien or security interest in the Property or to permit
any jumor encumbrance to be recorded or any claim to otherwise become an encumbrance
against the Property. If an involuntary encumbrance is filed against the Property, Grantor agrees
within 30 days of actual notice, to either remove the involuntary encumbrance or insure against it
or provide a bond acceptable to Lender against the involuntary encumbrance.
18. This Deed of Trust binds, benefits, and may be enforced by the successors in
interest of all parties.
19. If Grantor and Borrower are not the same person, the term Grantor includes
Borrower.
20. Grantor and each surety, endorser, and guarantor of the Obligation 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.
DEED OF TRUST — CDBG FUNDS
Hillside Public Facility Corporation
Page 10
Rev. 04-13-12
21. Grantor agrees to pay reasonable attorney's fees, trustee's fees, and court and
other costs of enforcing Lender's rights under this Deed of Trust if this Deed of Trust is placed in
the hands of an attorney.
22. If any provision of this Deed of Trust is determined to be invalid or
unenforceable, the validity or enforceability of any other provision will not be affected.
23. Grantor represents that this Deed of Trust and the Note are given for the following
purposes•
The debt evidenced the Note is in payment of the purchase price of the Property and
represents funds advanced by Lender at Grantor's request to be used in the remodeling of
the improvements located on the Property. This Deed of Trust does not waive the
vendor's lien and the two liens and the rights created by this Deed of Trust are
cumulative. Lender may elect to enforce either of the liens without waiving the other or
may enforce both.
24. Grantor agrees to furnish on Lender's request evidence satisfactory to Lender that
all taxes and assessments on the Property have been paid when due.
25. If the Property is transferred by foreclosure, the transferee will acquire title to all
insurance policies on the Property including all paid but unearned premiums.
26. The term Lender includes any mortgage servicer for Lender.
27. The debt and the performance secured by this Deed of Trust is a nonrecourse
obligation of Borrower. Neither Borrower nor any of its General and Limited Partners nor any
other party shall have any personal liability for repayment of the Loan described in the Contract
(as hereafter defined). The sole recourse of Lender under the Loan documents for repayment of
the Loan or performance of any of the Obligation shall be the exercise of its right against the
security for payment as defined in the Note.
E. Construction Loan Mortgage
1. This Deed of Trust is a "construction mortgage" within the meaning of section
9.334 of the Texas Business and Commerce Code. The liens and security interests created and
granted by this Deed of Trust secure an obligation incurred for the construction of improvements
on land.
2. Grantor agrees to comply with the terms, covenants and conditions of City
Secretary Contract No. between Grantor and Lender dated April , 2012
(the "Contract ') which required the Note and this Deed of Trust. All advances made by Lender
under the Contract will be indebtedness of Grantor secured by the liens created by this Deed of
Trust, and such advances are conditioned as provided in the Contract.
DEED OF TRUST — CDBG FUNDS Page 11
Hillside Public Facility Corporation Rev. 04-13-12
3. All amounts disbursed by Lender before completion of the improvements to
protect the security of this Deed of Trust up to the principal amount of the Note will be treated as
disbursements under the Contract. All such amounts will bear interest from the date of
disbursement at the rate stated in the Note, unless collections from Grantor of interest at that rate
would be contrary to applicable law, in which event such amounts will bear interest at the rate
stated in the Note for matured, unpaid amounts and will be payable on notice from Lender to
Grantor requesting payment.
4. From time to time as Lender deems reasonably necessary to protect Lender's
interests, Grantor will, on request of Lender, execute and deliver to Lender, in such form as
Lender directs but subject to the rights of any senior lien holders, assignments of any and all
rights or claims that relate to the construction of improvements on the Property.
5. In case of breach by Grantor of the terms, covenants and conditions of the
Contract, Lender, at its option, subject to applicable notice, grace and cure periods, with or
without entry on the Property, may (a) invoke any of the rights or remedies provided in the
Contract, (b) accelerate the amounts secured by this Deed of Trust and invoke the remedies
provided in this Deed of Trust, or (c) do both.
F. CONTRACT AND CDBG REQUIREMENTS
THIS CONVEYANCE IS MADE AND ACCEPTED SUBJECT TO THE
FOLLOWING CONDITIONS AND RESTRICTIONS:
The Note is the Note required in the Contract and has been executed and delivered
in accordance with its terms. The funds advanced by Lender are CDBG funds and the
Contract requires that (i) the 10 Affordable Units must be rented to CDBG Eligible Clients
for the 15 year Affordability Period, and (ii) the Borrower must meet the National
Objective, all as more particularly defined and described in the Contract. The Obligations
described in the Contract pertaining to the CDBG Program and the CDBG Regulations
evidenced by the Note and secured by this Deed of Trust will be in default and the
Principal Amount and any other sums due thereunder may be declared immediately
payable if the 10 Affordable Units are not rented to CDBG Eligible Clients for the 15 year
Affordability Period and the Borrower does not meet the National Objective.
This Deed of Trust has also been executed and delivered pursuant to the terms of
the Contract. Grantor agrees to perform each and every obligation set forth therein and
will not permit a default to occur thereunder. Any default in the performance of Grantor's
obligations under the terms of the Contract or the CDBG Program or CDBG Regulations
shall be deemed a default in the terms of the Note and Lender may declare the debt secured
by this Deed of Trust immediately payable and invoke any remedies provided herein for
default.
DEED OF TRUST — CDBG FUNDS Page 12
Hillside Public Facility Corporation Rev. 04-13-12
THE CONTRACT, THE NOTE AND THE DEED OF TRUST 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.
HILLSIDE PUBLIC FACILITY
CORPORATION
Barbara Holston, Vice President
STATE OF TEXAS }
}
COUNTY OF TARRANT }
This instrument was acknowledged before me on , 2012 by
Barbara Holston, the Vice President of the Hillside Public Facility Corporation, a Texas public
facility corporation, on behalf of said corporation.
NOTARY PUBLIC, STATE OF TEXAS
AFTER RECORDING RETURN TO:
City of Fort Worth
C/O Housing and Economic Development Department, Attn: Avis Chaisson
1000 Throckmorton St.
Fort Worth, Tarrant County, TX 76102
DEED OF TRUST — CDBG FUNDS
Hillside Public Facility Corporation
Page 13
Rev. 04-13-12
Exhibit "A '
Legal Description
DEED OF TRUST — CDBG FUNDS
Hillside Public Facility Corporation
Page 14
Rev. 04-13-12
Exhibit "B"
Permitted Encumbrances
DEED OF TRUST — CDBG FUNDS
Hillside Public Facility Corporation
Page 15
Rev. 04-13-12
EXHIBIT "F"
REIMBURSEMENT FORMS
HILLSIDE PUBLIC FACILITY CORPORATION
CDBG CONSTRUCTION CONTRACT — EXHIBITS
Hillside Public Facility Corporation - Knights of Pythias Lofts
Agency:
Address:
City, State, Zip•
Project:
Period of Service:
Program
INVOICE
Hillside Public Facility Corporation
Fort Worth, TX, 76113
Knights of Pythias Lofts
This Invoice
Amoun
Attachment I
umulative tv Date
Contractor's Certification: I certify that the costs incurred are valid and consistent with the terms and
conditions of the contract between City and Agency By signing this invoice, I certify that to the best of my
knowledge and belief the data included in this report is true and accurate It is acknowledged that the
provision of false information could leave the certifying official subject to the penalties of federal, state,
and local law.
Signature and Date:
Name.
Title:
CDBG CONSTRUCTION CONTRACT — EXHIBITS
Hillside Public Facility Corporation - Knights of Pythias Lofts
Line
No;
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
City of Fort Worth
Housing and Economic Development Department
Expenditure Worksheet
Developer:
Project:
Hillside Public Facility Corporation
Knights of Pythias Lofts
Attachment II
Date Check No. Payee or Beneficiary* Description*`; Amoun
*Payroll must identify employee. Rent must identify tenant. Other payments should identify individuals, if
applicable
CDBG CONSTRUCTION CONTRACT — EXHIBITS
Hillside Public Facility Corporation - Knights of Pythias Lofts
EXHIBIT "G"
TENANT HOUSEHOLD CHARACTERISTICS
HILLSIDE PUBLIC FACILITY CORPORATION
CDBG CONSTRUCTION CONTRACT — EXHIBITS
Hillside Public Facility Corporation - Knights of Pythias Lofts
Tenant Household Characteristics. (use codes indicated below)
Unit # # of Occupant
Bdrms
# of Bdrms
0 —SRO/Efficiency
1 —1 bedroom
2 — 2 bedrooms
3 — 3 bedrooms
4 — 4 bedrooms
5 — 5 or more bedrooms
Household Size
1 — 1 parson
2 —2 persons
3 — 3 persons
4-4 persons
5 — 5 persons
6 — 6 persons
7 — 7 persons
8 — 8 or more persons
Total Monthly
Rent
Occupant
1 —Tenant
2 — Owner
9 — Vacant Unit
Household Tyne
1 — Single, non -elderly
2 — Elderly
3 — Single parent
4 — Two parents
5 — Other
% Med
Household
Hispanic? Race
YIN
Household % of Med
1-0 to30%
30+ to 50Vo
3 — 50+ to 60%
4-60+ to 80%
Assistance Type
1 — Section 8
2 — HOME TBRA
3 — Other federal, state,
or local assistance
4 — no assistance
Size
Exhibit "G"
Type Assistance Type
Household Race
11 —White
12 — Black or African American
13 — Asian
14 — American Indian or Alaska Native
15 — Native Hawaiian or Other Pacific Islander
16 — American Indian or Alaska Native & White
17 — Asian & White
18 — Black or African American & White
19 — American Indian or Alaska Native & Black or African American
20 — Other Multi Racial
EXHIBIT "H"
FEDERAL LABOR STANDARD PROVISIONS (DAVIS-BACON REQUIREMENTS)
HILLSIDE PUBLIC FACILITY CORPORATION
•
CDBG CONSTRUCTION CONTRACT — EXHIBITS
Hillside Public Facility Corporation - Knights of Pythias Lofts
Federal Labor Standards Provisions
Applicability
The Project or Program to which the construction work
covered by this contract pertains is being assisted by the
U nited States of America and the following Federal Labor
S tandards Provisions are included in this Contract
pursuant to the provisions applicable to such Federal
assistance.
A. 1. (I) Minimum Wages. All laborers and mechanics
e mployed or working upon the site of the work, will be paid
u nconditionally and not less often than once a week, and
without subsequent deduction or rebate on any account
(except such payroll deductions as are permitted by
regulations issued by the Secretary of Labor under the
Copeland Act (29 CFR Part 3), the full amount of wages
and bona fide fringe benefits (or cash equivalents thereof)
due at time of payment computed at rates not less than
those contained in the wage determination of the
S ecretary of Labor which is attached hereto and made a
part hereof, regardless of any contractual relationship
which may be alleged to exist between the contractor and
such laborers and mechanics. Contributions made or
costs reasonably anticipated for bona fide fringe benefits
u nder Section I(b)(2) of the Davis -Bacon Act on behalf of
laborers or mechanics are considered wages paid to such
laborers or mechanics, subject to the provisions of 29 CFR
5.5(a)(1)(iv); also, regular contributions made or costs
incurred for more than a weekly period (but not less often
than quarterly) under plans, funds, or programs, which
cover the particular weekly period, are deemed to be
constructively made or incurred during such weekly period.
Such laborers and mechanics shall be paid the appropriate
wage rate and fringe benefits on the wage determination
for the classification of work actually performed, without
regard to skill, except as provided in 29 CFR 5.5(a)(4).
Laborers or mechanics performing work in more than one
classification may be compensated at the rate specified for
e ach classification for the time actually worked therein:
P rovided, That the employer's payroll records accurately
set forth the time spent in each classification in which
work is performed. The wage determination (including any
additional classification and wage rates conformed under
29 CFR 5.5(a)(1)(ii) and the Davis -Bacon poster (WH-
1321) shall be posted at all times by the contractor and its
subcontractors at the site of the work in a prominent and
accessible, place where it can be easily seen by the
workers.
(11) (a) Any class of laborers or mechanics which is not
listed in the wage determination and which is to be
e mployed under the contract shall be classified in
conformance with the wage determination. HUD shall
approve an additional classification and wage rate and
fringe benefits therefor only when the following criteria
have been met:
Previous editions are obsolete
U.S. Department of Housing
and Urban Development
Office of Labor Relations
(1) The work to be performed by the classification
requested is not performed by a classification In the wage
determination; and
(2) The classification is utilized in the area by the
construction industry; and
(3) The proposed wage rate, including any bona fide
fringe benefits, bears a reasonable relationship to the
wage rates contained in the wage determination.
(b) If the contractor and the laborers and mechanics to be
e mployed in the classification (if known), or their
representatives, and HUD or its designee agree on the
classification and wage rate (including the amount
designated for fringe benefits where appropriate), a report
o f the action taken shall be sent by HUD or its designee to
the Administrator of the Wage and Hour Division,
Employment Standards Administration, U.S. Department of
Labor, Washington, D.C. 20210. The Administrator. or an
authorized representative, will approve, modify, or
disapprove every additional classification action within 30
days of receipt and so advise HUD or its designee or will
n otify HUD or its designee within the 30-day period that
additional time is necessary. (Approved by the Office of
Management and Budget under OMB control number 1215-
0140.)
(c) In the event the contractor, the laborers or mechanics
to be employed in the classification or their
representatives, and HUD or its designee do not agree on
the proposed classification and wage rate (including the
amount designated for fringe benefits, where appropriate),
HUD or its designee shall refer the questions, including
the views of all interested parties and the recommendation
o f HUD or its designee, to the Administrator for
determination. The Administrator, or an authorized
representative, will issue a determination within 30 days of
receipt and so advise HUD or its designee or will notify
HUD or its designee within the 30-day period that
additional time is necessary. (Approved by the Office of
Management and Budget under OMB Control Number
1215-0140.)
(d) The wage rate (including fringe benefits where
appropriate) determined pursuant to subparagraphs
(1)(ii)(b) or (c) of this paragraph, shall be paid to all
workers performing work in the classification under this
contract from the first day on which work is performed in
the classification.
(III) Whenever the minimum wage rate prescribed in the
contract for a class of laborers or mechanics includes a
fringe benefit which is not expressed as an hourly rate, the
contractor shall either pay the benefit as stated in the
wage determination or shall pay another bona fide fringe
benefit or an hourly cash equivalent thereof.
(iv) If the contractor does not make payments to a trustee
or other third person, the contractor may consider as pars
form HUD4010 (06/2009)
Page 1 of 5 ref. Handbook 1344.1
of the wages of any laborer or mechanic the amount of any
costs reasonably anticipated in providing bona fide fringe
benefits under a plan or program, Provided, That the
Secretary of Labor has found, upon the written request of
the contractor, that the applicable standards of the Davis -
Bacon Act have been met. The Secretary of Labor may
require the contractor to set aside in a separate account
assets for the meeting of obligations under the plan or
program. (Approved by the Office of Management and
Budget under OMB Control Number 1215-0140.)
2, Withholding. HUD or its designee shall upon its own
action or upon written request of an authorized
representative of the Department of Labor withhold or
cause to be withheld from the contractor under this
contract or any other Federal contract with the same prime
contractor, or any other Federally -assisted contract
subject to Davis -Bacon prevailing wage requirements,
which is held by the same prime contractor so much of the
accrued payments or advances as may be considered
n ecessary to pay laborers and mechanics, including
apprentices, trainees and helpers, employed by the
contractor or any subcontractor the full amount of wages
required by the contract In the event of failure to pay any
laborer or mechanic, including any apprentice, trainee or
helper, employed or working on the site of the work, all or
part of the wages required by the contract, HUD or its
designee may, after written notice to the contractor,
sponsor, applicant, or owner, take such action as may be
n ecessary to cause the suspension of any further
payment, advance, or guarantee of funds until such
violations have ceased. HUD or its designee may, after
written notice to the contractor, disburse such amounts
withheld for and on account of the contractor or
subcontractor to the respective employees to whom they
are due. The Comptroller General shall make such
disbursements in the case of direct Davis -Bacon Act
contracts.
3. (I) Payrolls and basic records. Payrolls and basic
records relating thereto shall be maintained by the
contractor during the course of the work preserved for a
period of three years thereafter for all laborers and
mechanics working at the site of the work. Such records
shall contain the name, address, and social security
n umber of each such worker, his or her correct
classification, hourly rates of wages paid (including rates
o f contributions or costs anticipated for bona fide fringe
benefits or cash equivalents thereof of the types described
in Section I(b)(2)(B) of the Davis -bacon Act), daily and
weekly number of hours worked, deductions made and
actual wages paid. Whenever the Secretary of Labor has
found under 29 CFR 5.5 (a)(1)(iv) that the wages of any
laborer or mechanic include the amount of any costs
reasonably anticipated in providing benefits under a plan
o r program described in Section I(b)(2)(B) of the Davis -
Bacon Act, the contractor shall maintain records which
show that the commitment to provide such benefits is
e nforceable, that the plan or program is financially
responsible, and that the plan or program has been
Previous editions are obsolete
communicated in writing to the laborers or mechanics
affected, and records which show the costs anticipated or
the actual cost incurred in providing such benefits.
Contractors employing apprentices or trainees under
approved programs shall maintain written evidence of the
registration of apprenticeship programs and certification of
trainee programs, the registration of the apprentices and
trainees, and the ratios and wage rates prescribed in the
applicable programs. (Approved by the Office of
Management and Budget under OMB Control Numbers
1215-0140 and 1215-0017.)
(11) (a) The contractor shall submit weekly for each week
in which any contract work is performed a copy of all
payrolls to HUD or its designee if the agency is a party to
the contract, but if the agency is not such a party, the
contractor will submit the payrolls to the applicant
sponsor, or owner, as the case may be, for transmission to
HUD or its designee. The payrolls submitted shall set out
accurately and completely all of the information required
to be maintained under 29 CFR 5.5(a)(3)(i) except that full
social security numbers and home addresses shall not be
included on weekly transmittals. Instead the payrolls shall
o nly need to include an individually identifying number for
e ach employee (e.g., the last four digits of the employee's
social security number). The required weekly payroll
information may be submitted in any form desired.
Optional Form WH-347 is available for this purpose from
the Wage and Hour Division Web site at
htto://www.dot.00v/esa/whd/forms/wh347instr.htm or its
successor site. The prime contractor is responsible for
the submission of copies of payrolls by all subcontractors.
Contractors and subcontractors shall maintain the full
social security number and current address of each
covered worker, and shall provide them upon request to
HUD or its designee if the agency is a party to the
contract, but if the agency is not such a party, the
contractor will submit the payrolls to the applicant
sponsor, or owner, as the case may be, for transmission to
HUD or its designee, the contractor, or the Wage and Hour
Division of the Department of Labor for purposes of an
investigation or audit of compliance with prevailing wage
requirements. It is not a violation of this subparagraph for
a prime contractor to require a subcontractor to provide
addresses and social security numbers to the prime
contractor for its own records, without weekly submission
to HUD or its designee. (Approved by the Office of
Management and Budget under OMB Control Number
1215-0149.)
(b) Each payroll submitted shall be accompanied by a
"Statement of Compliance," signed by the contractor or
subcontractor or his or her agent who pays or supervises
the payment of the persons employed under the contract
and shall certify the following:
(1) That the payroll for the payroll
information required to be provided
(a)(3)(ii), the appropriate information
under 29 CFR 5.5(a)(3)(i), and that
correct and complete;
period contains the
under 29 CFR 5.5
is being maintained
such information is
form HUD-4010 (06/2009)
Page 2 of 5 ref. Handbook 1344.1
(2) That each laborer or mechanic (including each helper,
apprentice, and trainee) employed on the contract during
the payroll period has been paid the full weekly wages
e arned, without rebate, either directly or indirectly, and
that no deductions have been made either directly or
indirectly from the full wages earned, other than
permissible deductions as set forth in 29 CFR Part 3;
(3) That each laborer or mechanic has been paid not less
than the applicable wage rates and fringe benefits or cash
e quivalents for the classification of work performed, as
specified in the applicable wage determination
incorporated into the contract.
(c) The weekly submission of a properly executed
certification set forth on the reverse side of Optional Form
WH-347 shall satisfy the requirement for submission of the
"Statement of Compliance" required by subparagraph
A.3.(ii)(b).
(d) The falsification of any of the above certifications may
subject the contractor or subcontractor to civil or criminal
prosecution under Section 1001 of Title 18 and Section
231 of Title 31 of the United States Code.
(III) The contractor or subcontractor shall make the
records required under subparagraph A.3.(i) available for
inspection, copying, or transcription by authorized
representatives of HUD or its designee or the Department
o f Labor, and shall permit such representatives to
interview employees during working hours on the job. If
the contractor or subcontractor fails to submit the required
records or to make them available, HUD or its designee
may, after written notice to the contractor, sponsor,
applicant or owner, take such action as may be necessary
to cause the suspension of any further payment, advance,
o r guarantee of funds. Furthermore, failure to submit the
required records upon request or to make such records
available may be grounds for debarment action pursuant to
29 CFR 5.12.
4. Apprentices and Trainees.
(I) Apprentices. Apprentices will be permitted to work at
less than the predetermined rate for the work they
performed when they are employed pursuant to and
individually registered in a bona fide apprenticeship
program registered with the U.S. Department of Labor,
Employment and Training Administration, Office of
Apprenticeship Training, Employer and Labor Services, or
with a State Apprenticeship Agency recognized by the
Office, or if a person is employed in his or her first 90
days of probationary employment as an apprentice in such
an apprenticeship program, who is not individually
registered in the program, but who has been certified by
the Office of Apprenticeship Training, Employer and Labor
Services or a State Apprenticeship Agency (where
appropriate) to be eligible for probationary employment as
an apprentice. The allowable ratio of apprentices to
journeymen on the job site in any craft classification shall
not be greater than the ratio permitted to the contractor as
to the entire work force under the registered program. Any
worker listed on a payroll at an apprentice wage rate, who
Previous editions are obsolete
is not registered or otherwise employed as stated above,
shall be paid not less than the applicable wage rate on the
wage determination for the classification of work actually
performed. In addition, any apprentice performing work on
the job site in excess of the ratio permitted under the
registered program shall be paid not less than the
applicable wage rate on the wage determination for the
work actually performed. Where a contractor is performing
construction on a project in a locality other than that in
which its program is registered, the ratios and wage rates
(expressed in percentages of the journeyman's hourly
rate) specified in the contractor's or subcontractor's
registered program shall be observed. Every apprentice
must be paid at not less than the rate specified in the
registered program for the apprentice's level of progress,
expressed as a percentage of the journeymen hourly rate
specified in the applicable wage determination,
Apprentices shall be paid fringe benefits in accordance
with the provisions of the apprenticeship program. If the
apprenticeship program does not specify fringe benefits,
apprentices must be paid the full amount of fringe benefits
listed on the wage determination for the applicable
classification. If the Administrator determines that a
different practice prevails for the applicable apprentice
classification, fringes shall be paid in accordance with that
determination. In the event the Office of Apprenticeship
Training, Employer and Labor Services, or a State
Apprenticeship Agency recognized by the Office,
withdraws approval of an apprenticeship program, the
contractor will no longer be permitted to utilize
apprentices at less than the applicable predetermined rate
for the work performed until an acceptable program is
approved.
(ID Trainees. Except as provided in 29 CFR 5.16,
trainees will not be permitted to work at less than the
predetermined rate for the work performed unless they are
e mployed pursuant ',to and individually registered in a
program which has received prior approval, evidenced by
formal certification by the U.S. Department of Labor,
Employment and Training Administration. The ratio of
trainees to journeymen on the job site shall not be greater
than permitted under the plan approved by the
Employment and Training Administration. Every trainee
must be paid at not less than the rate specified in the
approved program for the trainee's level of progress,
e xpressed as a percentage of the journeyman hourly rate
specified in the applicable wage determination. Trainees
shall be paid fringe benefits in accordance with the
provisions of the trainee program. If the trainee program
d oes not mention fringe benefits, trainees shall be paid
the full amount of fringe benefits listed on the wage
determination unless the Administrator of the Wage and
Hour Division determines that there is an apprenticeship
program associated with the corresponding journeyman
wage rate on the wage determination which provides for
less than full fringe benefits for apprentices. Any
e mployee listed on the payroll at a trainee rate who is not
registered and participating in a training plan approved by
form HUD-4010 (06/2009)
Page 3 of 5 ref. Handbook 1344.1
the Employment and Training Administration shall be paid
n ot less than the applicable wage rate on the wage
determination for the work actually performed. In addition,
any trainee performing work on the job site in excess of
the ratio permitted under the registered program shall be
paid riot less than the applicable wage rate on the wage
determination for the work actually performed. In the
e vent the Employment and Training Administration
withdraws approval of a training program, the contractor
will no longer be permitted to utilize trainees at less than
the applicable predetermined rate for the work performed
u ntil an acceptable program is approved.
(III) Equal employment opportunity, The utilization of
apprentices, trainees and journeymen under 29 CFR Part 5
shall be in conformity with the equal employment
o pportunity requirements of Executive Order 11246, as
amended, and 29 CFR Part 30,
5. Compliance with Copeland Act requirements. The
contractor shall comply with the requirements of 29 CFR
P art 3 which are incorporated by reference in this contract
6. Subcontracts. The contractor or subcontractor will
insert in any subcontracts the clauses contained in
subparagraphs 1 through 11 in this paragraph A and such
o ther clauses as HUD or its designee may by appropriate
instructions require, and a copy of the applicable
prevailing wage decision, and also a clause requiring the
subcontractors to include these clauses in any lower tier
subcontracts. The prime contractor shall be responsible
for the compliance by any subcontractor or lower tier
subcontractor with all the contract clauses in this
paragraph.
7. Contract termination; debarment. A breach of the
contract clauses in 29 CFR 5.5 may be grounds for
termination of the contract and for debarment as a
contractor and a subcontractor as provided in 29 CFR
5,12.
8. Compliance with Davis -Bacon and Related Act Requirements.
All rulings and interpretations of the Davis -Bacon and
Related Acts contained in 29 CFR Parts 1, 3, and 5 are
herein incorporated by reference in this contract
9. Disputes concerning labor standards. Disputes
arising out of the labor standards provisions of this
contract shall not be subject to the general disputes
clause of this contract. Such disputes shall be resolved in
accordance with the procedures of the Department of
Labor set forth in 29 CFR Parts 5, 6, and 7. Disputes
within the meaning of this clause include disputes between
the contractor (or any of its subcontractors) and HUD or
its designee, the U.S. Department of Labor, or the
employees or their representatives.
10. (I) Certification of Eligibility. By entering into this
contract the contractor certifies that neither it (nor he or
she) nor any person or firm who has an interest in the
contractor's firm is a person or firm ineligible to be
awarded Government contracts by virtue of Section 3(a) of
the Davis -Bacon Act or 29 CFR 5.12(a)(1) or to be
Previous editions are obsolete
awarded HUD contracts or participate in HUD programs
pursuant to 24 CFR Part 24.
(II) No part of this contract shall be subcontracted to any
person or firm ineligible for award of a Government
contract by virtue of Section 3(a) of the Davis -Bacon Act
or 29 CFR 5.12(a)(1) or to be awarded HUD contracts or
participate in HUD programs pursuant to 24 CFR Part 24.
(III) The penalty for making false statements is prescribed
in the U.S. Criminal Code, 18 U.S.C. 1001. Additionally,
U.S. Criminal Code, Section 1 01 0, Title 18, U.S.C.,
"Federal Housing Administration transactions", provides in
part: "Whoever, for the purpose of . . . influencing in any
way the action of such Administration makes, utters or
publishes any statement knowing the same to be false
shall be fined not more than $5,000 or imprisoned not
more than two years, or both."
11. Complaints, Proceedings, or Testimony by
Employees. No laborer or mechanic to whom the wage,
salary, or other labor standards provisions of this Contract
are applicable shall be discharged or in any other manner
discriminated against by the Contractor or any
subcontractor because such employee has filed any
complaint or instituted or caused to be instituted any
proceeding or has testified or is about to testify in any
proceeding under or relating to the labor standards
applicable under this Contract to his employer.
B. Contract Work Hours and Safety Standards Act. The
provisions of this paragraph B are applicable where the amount of the
prime contract exceeds $100,000. As used in this paragraph, the
terms "laborers" and "mechanics" include watchmen and guards.
(1) Overtime requirements. No contractor or subcontractor
contracting for any part of the contract work which may require or
involve the employment of laborers or mechanics shall require or
permit any such laborer or mechanic in any workweek in which the
individual is employed on such work to work in excess of 40 hours in
such workweek unless such laborer or mechanic receives
compensation at a rate not less than one and one-half times the basic
rate of pay for all hours worked in excess of 40 hours in such
workweek.
(2) Violation; 'lability for unpald wages; liquidated
damages. In the event of any violation of the clause set
forth in subparagraph (1) of this paragraph, the contractor
and any subcontractor responsible therefor shall be liable
for the unpaid wages. In addition, such contractor and
subcontractor shall be liable to the United States (in the
case of work done under contract for the District of
Columbia or a territory, to such District or to such
territory), for liquidated damages. Such liquidated
damages shall be computed with respect to each individual
laborer or mechanic, including watchmen and guards,
employed in violation of the clause set forth in
subparagraph (1) of this paragraph, in the sum of $10 for each
calendar day on which such individual was required or permitted to
work in excess of the standard workweek of 40 hours without payment
of the overtime wages required by the clause set forth in sub
paragraph (1) of this paragraph.
form HUD-4010 (06/2009)
Page 4 of 5 ref. Handbook 1344.1
(3) Withholding for unpaid wages and liquidated
damages. HUD or its designee shall upon its own action
or upon written request of an authorized representative of
the Department of Labor withhold or cause to be withheld,
from any moneys payable on account of work performed by
the contractor or subcontractor under any such contract or
any other Federal contract with the same prime contract.
or any other Federally -assisted contract subject to the
Contract Work Hours and Safety Standards Act which Is
held by the same prime contractor such sums as may be
determined to be necessary to satisfy any liabilities of
such contractor or subcontractor for unpaid wages and
liquidated damages as provided in the clause set forth in
subparagraph (2) of this paragraph.
(4) Subcontracts. The contractor or subcontractor shall
insert in any subcontracts the clauses set forth In
subparagraph (1) through (4) of this paragraph and also a
clause requiring the subcontractors to include these
clauses in any lower tier subcontracts. The prime
contractor shall be responsible for compliance by any
subcontractor or lower tier subcontractor with the clauses
set forth in subparagraphs (1) through (4) of this
paragraph.
C. Health and Safety. The provisions of this paragraph C are
applicable where the amount of the prime contract exceeds $100,000.
(1) No laborer or mechanic shall be required to work in
surroundings or under working conditions which are
unsanitary, hazardous, or dangerous to hls health and
safety as determined under construction safety and health
standards promulgated by the Secretary of Labor by
regulation.
(2) The Contractor shall comply with all regulations
Issued by the Secretary of Labor pursuant to Title 29 Part
1926 and failure to comply may result in imposition of
sanctions pursuant to the Contract Work Hours and Safety
S tandards Act, (Public Law 91-54, 83 Stat 96). 40 USG
3701 et sea,
(3) The contractor shall include the provisions of this
paragraph In every subcontract so that such provisions will
be binding on each subcontractor. The contractor shall
take such action with respect to any subcontractor as the
S ecretary of Housing and Urban Development or the
S ecretary of Labor shall direct as a means of enforcing
such provisions.
Previous editions are obsolete form HUD-4010 (06/2009)
Page 5 of 5 ref. Handbook 1344.1
M&C Review
DATE:
CODE: C
SUBJECT:
6/14/2011 NO.:
TYPE:
Page 1 of 2
Official site of the City of Fort Worth, Texas
FORT WORT iI
COUNCIL ACTION: Approved on 6/14/2011
REFERENCE
C-24974
NON -
CONSENT
LOG 17FWHA-
NAME* KNIGHTSOFPYTHIASLODGELOFTS
PUBLIC
HEARING:
NO
Authorize Expenditure of $700,000.00 of Community Development Block Grant Funds to
the Fort Worth Housing Authority or its Designated Affiliate, in the Form of a Subordinate
Forgivable Loan for the Knights of Pythias Lodge Lofts Development Authorize
Execution of a Contract and Authorize a Substantial Amendment to the City's 2005-2006
Action Plan (COUNCIL DISTRICT 9)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize a substantial amendment to the City's 2005-2006 Action Plan;
2. Authorize the City Manager, or his designee, to substitute funding years in order to meet United
States Department of Housing and Urban Development commitment, disbursement and expenditure
deadlines;
3. Authorize an expenditure of $700,000 00 of Community Development Block Grant funds to the
Fort Worth Housing Authority, or its designated affiliate, in the form of a subordinate forgivable loan
for the development of the Knights of Pythias Lodge Lofts located in the 300 block of Crump Street in
downtown Fort Worth,
4. Authorize the City Manager, or his designee, to execute a contract with the Fort Worth Housing
Authority, or its designated affiliate, for the development for a term beginning on the date of execution
of the Contract and expiring at the end of the 15 year Affordability Period; and
5. Authorize the City Manager, or his designee, to amend the Contract if necessary to achieve
project goals provided that the amendment is within the scope of the project and in compliance with
City policies and applicable laws and regulations governing the use of federal grant funds.
DISCUSSION:
The Fort Worth Housing Authority (Developer) proposes to develop the Knights of Pythias Lodge
Lofts in downtown Fort Worth. Project partners include the City and Downtown Fort Worth, Inc.
(DFWI). The Developer will acquire two lots located at 303 and 307 Crump Street and lease or
purchase a portion of a lot for parking located at East 2nd Street owned by DFWI. The development
will consist of the rehabilitation of the Knights of Pythias Lodge which will contain ten units and the
new construction of an adjacent structure that will contain eight units for a total of eighteen units.
Total development costs are approximately $1,900,000.00. Community Development Block Grant
funds will provide for acquisition costs up to $400,000.00 with the remaining funds being used for soft
and hard costs related to the rehabilitation of the Knights of Pythias Lodge.
Staff recommends the following loan terms:
http.//www.fortworthgov.org/council_packet/mc review.asp?ID=15290&councildate=6/... 04/12/2012
M&C Review Page 2 of 2
i. Designate 51 percent of units to be affordable for a 15 Year Affordability period;
ii. Secure performance and repayment of CDBG funds with a recorded deed of trust on land and all
improvements;
Hi. Zero percent interest rate; and
iv. Loan is forgiven once the 15 Year Affordability period expires and contract terms are met.
The expenditure of CDBG funds is conditioned upon the following:
i. Satisfactory completion of an environmental review per 24 CFR Part 58;and
ii. Authorization to use grant funds from the United States Department of Housing and Urban
Development.
Staff recommends the change in use and expenditure of $700,000.00 in CDBG funds for the
development, which is to benefit low and very low income citizens by providing them with affordable
housing. The Action Plan funding years selected may vary and be substituted based on the Principle
of First In, First Out (FIFO) in order to expend oldest grant funds first. A public comment period on
the change in use of these CDBG funds was held from May 6, 2011, to June 6, 2011. Any comments
are maintained by the Housing and Economic Development Department in accordance with federal
regulations.
This project is located in COUNCIL DISTRICT 9.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that funds are available in the current operating
budget, as appropriated, of the Grants Fund.
TO Fund/Account/Centers
GR76 539120 005206005910 $700.000.00
Submitted for City Manager's Office bv:
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
KOPM&CMap.pdf
FROM Fund/Account/Centers
GR76 539120 003206005700 $185.953.00
GR76 538070 003206005700 $514.047.00
Thomas Higgins (6192)
Jay Chapa (5804)
Cynthia Garcia (8187)
Avis F. Chaisson (6342)
http://www.fortworthgov.org/council_packet/mc review.asp?ID=15290&councildate=6/... 04/12/2012