HomeMy WebLinkAboutContract 44640 (2)STATE OF TEXAS
COUNTY OF TARRANT
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This contract ("Contract") is made and entered into by and between the City of
Fort Worth (hereafter "City") and Lancaster Corridor Redevelopment, LLC (hereafter
"Developer"), a Texas limited liability company. City and Developer may be referred to
individually as a"Party" and jointly as "the Parties".
The Parties state as follows:
WHEREAS, City has received a grant from the United States Department of
Housing and Urban Development through the HOME Investment Partnerships Program,
Catalog of Federal Domestic Assistance No. 14.239, with which City desires to promote
activities that expand the supply of affordable housing and the development of
partnerships among City, local governments, local lenders, private industry and
neighborhood-based nonprofit housing organizations;
WHEREAS, the primary purpose of the HOME program pursuant to the HOME
Investment Partnerships Act at Title II of the Cranston Gonzales National Affordable
Housing Act of 1990, as amended, 42 U.S.C. 12701 et seq. and the HOME Investment
Partnerships Program Final Rule, as amended, 24 CFR Part 92 et seq. is to benefit low
income citizens by providing them with affordable housing;
WHEREAS, Developer's sole member is the Fort Worth Local Development
Corporation, a Texas nonprofit corporation, organized by the City to support the City's
economic development and revitalization efforts;
WHEREAS, Developer proposes to use HOME funds for an eligible project under
the HOME Regulations whereby Developer will construct, develop, own and operate a
new 5-story mixed use multifamily development in downtown Fort Worth including
commercial/retail space on the ground floor and 130 mixed income rental units to be
commonly known as the Lancaster Place Apartments;
WHEREAS, Developer will construct a 5 story parking garage adjacent to the
apartments with funds from Tax Increment Reinvestment Zone Number Eight; and
WHEREAS, City citizens and the City Council have determined that the
development of quality, accessible, and affordable housing is needed for moderate, low,
and very low-income City citizens.
NOW, THEREFORE, in consideration of the mutual covenants and obligations
and responsibilities contained herein, including all Exhibits and Attachments, and subject
to the terms and conditions hereinafter stated, the Parties understand and agree as
follows:
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RECEIV�D JUi� 19 2�i�
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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 lien releases signed by the general contractor
or subcontractors, if applicable; (ii) copies of all City permits and City-issued
"pass" inspections for such work; (iii) documentation to show compliance
with BDE or DBE bidding process for procurement or Contract activities, if
applicable; (iv) proof of subcontractor eligibility as described in Section 6.6;
and (v) any other documents or records reasonably necessary to verify costs
spent for the Project.
Completion means the substantial completion of the Required Improvements, as
evidenced by a HED Department Minimal Acceptable Standard Inspection report, HUD
Compliance Inspection Report and any other applicable final inspection approval from
the City.
Completion Deadline means Apri130, 2016. (
DBE means disadvantaged business enterprise.
Deed of Trust means any deed of trust from Developer in favor of City covering the
Property and securing the indebtedness evidenced therein and Developer's performance
of the requirements of this Contract and the of the HOME 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 fully executed by the Parties as shown by
their respective signatures.
HED Department means the City's Housing and Economic Development Department.
HOME means the HOME Investment Partnerships Program.
HOME Eligible Household means a household whose annual income adjusted for
family size does not exceed 80% of AMI using the most current HUD Income Guidelines
and Technical Guidance for Determining Income and Allowances. The definition of
annual income to determine tenant income eligibility shall be the definition contained in
24 CFR Part 5.609, as amended from time to time.
HOME Funds means the HOME Program grant funds supplied by City to Developer
under the terms of this Contract.
HOME Regulations means the HOME Investment Partnerships Program Final Rule
found at 24 CFR Part 92 et seq.
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Lancaster Corridor Redevelopment, LLC Page 3
HOME Unit means a housing unit subject to the HOME Regulations leased to a HOME
Eligible Household at Affordable Rent for the duration of the Affordability Period as
further described in Exhibit A— Project Summary. The HOME Units can be
designated as either High and/or Low HOME units. The HOME Units are floating.
This project contains 21 HOME Units. Of these 21 HOME Units, 4 are
efficiencies, 11 are one-bedroom units, and 6 are two-bedroom units.
High HOME Unit means a unit that must be leased to High HOME Eligible Tenant for
High HOME Rent. High HOME Units can float among units that are materially similar
in number of bedrooms, square footage, and amenities; however, if the units are not
materially similar, then the High HOME units must be fixed.
This project contains 16 High HOME Units.
High HOME Eligible Tenant means (i) for a tenant who is the first to occupy a High
HOME Unit, a tenant whose annual income adjusted for family size does not exceed 60%
of AMI, and (ii) for a tenant who is not the first to occupy a High HOME Unit, a tenant
whose annual income adjusted for family size does not exceed 80% of AMI. Tenant
income must be verified using the most current HUD Income Guidelines and Technical
Guidance for Determining Income and Allowances subject to the income verification
requirements of Section 7.2 of this Contract.
High HOME Rent means a rent amount that is the lesser of (i) the HUD-established Fair
Market Rent for existing comparable housing units in the area, or (ii) 30% of the adjusted
income of a family whose annual income equals 65% of AMI with applicable adjustment
for the bedroom size of the relevant housing unit. High HOME Rents may not exceed the
maximum rent limitations established by HUD minus utility allowances. For the purpose
of this Contract, "utility allowances" are those monthly allowances for utilities (excluding
telephone) published annually by the Fort Worth Housing Authority.
HUD means the United States Department of Housing and Urban Development.
Intercreditor Agreement means the Intercreditor and Subordination Agreement among
Developer's construction and/or permanent lenders, Developer and City outlining the
relative priorities of Developer's construction and permanent loans and the City's Loan
for the project.
Loan Documents means security instruments including without limitation, the City's
Promissory Note and Deed of Trust, or any other similar security instruments evidencing,
securing or guaranteeing City's interest in the Required Improvements constructed under
this Contract and further evidencing, securing, or guaranteeing Developer's performance
of the Affordability Requirements during the Affordability Period, as the same may from
time to time be extended, amended, restated, supplemented or otherwise modified.
Low HOME Eligible Tenant means a tenant whose annual income adjusted for family
size does not exceed 50% of AMI established by HUD. Tenant income must be verified
HOME DEVELOPER RENTAL CONTRACT Rev 7-17-13
Lancaster Corridor Redevelopment, LLC Page 4
y,
using the most current HUD Income Guidelines and Technical Guidance for Determining
Income and Allowances subject to Section 7.2 of this Contract.
Low HOME Rent means a rent amount that is no more than 30% of the annual income
of a family at 50% of AMI adjusted for family size. Low HOME Rents may not exceed
the maximum rent limitations established by HUD minus utility allowances. For the
purposed of this Contract, "utility allowances" are those monthly allowances for utilities
(excluding telephone) published annually by the Fort Worth Housing Authority.
Low HOME Unit means a unit that must be leased to Low HOME Eligible Tenant for
Low HOME Rent. Low HOME Units can float among units that are materially similar in
number of bedrooms, square footage, and amenities; however, if the units are not
materially similar, then the Low HOME units must be fixed. If there are more than 5
HOME Units, then 20% of the total HOME units must be designated as Low.
This project contains 5 Low HOME Units.
Member means the Fort Worth Local Development Corporation, the sole member of
Developer.
Promissory Note means any note in the amount of the HOME 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 Required Improvements shall be constructed as
more particularly described in and encumbered by the Deed of Trust.
Required Improvements or the project means all the improvements to the Property for
a mixed use, mixed income rental housing development to be constructed on the
Property, together with all fixtures, tenant improvements and appurtenances now or later
to be located on the Property and/or in such improvements. The Required Improvements
will be commonly known as the Lancaster Place Apartments. The project will be located
in the 200-300 blocks of West Lancaster Avenue, Fort Worth, TX 76102.
Reimbursement Request means all reports and other documentation described in
Section 10.
Section 504 requirements means the requirements of Section 504 of the Rehabilitation
Act 1973 to provide accessible housing to persons with disabilities. Section 504 requires
that 5% of the units (but not less than 1 unit) in a newly constructed multifamily project
must be accessible to individuals with mobility impairments, and an additional 2% of the
units (but not less than 1 unit) must be accessible to individuals with sensory
impairments.
Tenant Documentation means any documentation allowed under the definition of
annual income in 24 CFR Part 5.609 sufficient to show that a tenant is a HOME Eligible
Household. Documentation may include but is not limited to pay check stubs, Social
HOME DEVELOPER RENTAL CONTRACT Rev 7-17-13
Lancaster Corridor Redevelopment, LLC Page 5
Security statements, W-2 forms, and/or payments in lieu of earnings (unemployment) for
initial tenant income eligibility verifications and the tenant income verification required
ever 6th year of the Affordability Period. Documentation for tenant income eligibility
verifications for other than the initial lease and the 6th year of the Affordability Period
shall be a City approved income self-certification form.
3. TERM AND EXTENSION.
3.1 Term of Contract.
The term of this Contract begins on the Effective Date and terminates in 3 years
unless otherwise terminated as provided in this Contract.
3.2 Extension of Contract.
This Contract may be extended for 1 year upon Developer submitting a request
for an extension in writing at least 60 days prior to the end of the Contract term. The
request for extension shall include the reasons for the extension and Developer's
anticipated budget, construction schedule and goals and objectives for the extended term.
It is specifically understood that it is within City's sole discretion whether to approve or
deny Developer's request for an additional term. Any such extension must be in writing
as an amendment to this Contract.
3.3 Term of Loan.
The term of the Loan shall commence on the date of the Promissory Note and
terminate at the expiration of the Affordability Period so long as the terms and conditions
of this Contract and the Loan Documents have been met.
4. DUTIES AND RESPONSIBILITIES OF CITY.
4.1 Provide HOME Funds.
City shall provide up to Two Million and No/100 Dollars ($2,000,000.00) of
HOME Funds in the form of a subordinate forgivable deferred payment loan to complete
the construction of the Required Improvements, under the terms and conditions described
herein (the "Loan").
4.2 City Will Monitor.
City will monitor the activities and performance of Developer and any of its
contractors or subcontractors throughout the Affordability Period, but no less than
annually as required by 24 CFR Part 92.504.
5. DUTIES AND RESPONSIBILITIES OF DEVELOPER.
5.1 Construction and Permanent Financin�.
Developer shall close on Developer's construction loan and obtain a firm
commitment for permanent financing for the Required Improvements within 1 year from
the Effective Date of the Contract. If Developer does not close on the construction loan
and obtain a firm commitment for permanent financing within 1 year of the Effective
HOME DEVELOPER RENTAL CONTRACT
Lancaster Corridor Redevelopment, LLC
Rev 7-17-13
Page 6
Date, then Developer will be in default of this Contract as further described in Section
11.1.
5.2 Required Improvements.
Developer shall construct the Required Improvements as described in Exhibit
��A" — Project Summary and in accordance with the schedule set forth in Exhibit "C" —
Construction and Reimbursement Schedule and in accordance with the terms and
conditions of this Contract.
5.3 Use of HOME Funds.
5.3.1 Compliance with HOME Re�ulations and Contract.
Developer shall be reimbursed for eligible project costs with HOME Funds only if
City determines in its sole discretion that:
5.3.1.1 Costs are eligible expenditures in accordance with HOME
Regulations.
5.3.1.2 Costs are in compliance with this Contract and are reasonable
and consistent with industry norms.
5.3.1.3 Complete Documentation is submitted by Developer.
5.3.2 Bud�et•
Developer agrees that the HOME Funds will be paid on a reimbursement basis in
accordance with Exhibit "B" — Budget and Exhibit "C" — Construction and
Reimbursement Schedule. Developer may not increase or decrease line item amounts
in the Budget without Director's prior written approval, which approval shall be in the
Director's sole discretion.
5.3.3 Change in Proiect Bud�et.
5.3.3.1 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.
5.3.3.2 Developer agrees to utilize the HOME Funds to supplement
rather than supplant funds otherwise available for the project.
5.4 Pavment of HOME Funds to Developer.
HOME 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 in compliance with Section 10. It is expressly agreed
by the Parties that any HOME Funds not reimbursed to Developer upon the completion
of the Required Improvements shall remain with City.
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5.5 Distin�uish Proiect Expenses Paid with HOME Funds.
Developer will keep accounts and records in such a manner that City may readily
identify and account for project expenses reimbursed with HOME funds. These records
shall be made available to City for audit purposes and shall be retained as required
hereunder.
5.6 Acknowledgement of Citv Pavment of HOME Funds.
Within 90 days of Completion, Developer shall sign an acknowledgement that
City has paid all HOME Funds due under this Contract, or shall deliver a document
executed by an officer of Developer identifying all or any portion of the HOME Funds
that City has not paid to Developer. Once City has met all of its obligations for payment
of HOME Funds hereunder, an officer of Developer shall sign an acknowledgement of
same.
5.7. Securitv for Citv's Interest.
To secure City's interest in the Required Improvements and the performance of
Developer's obligations hereunder, Developer shall execute the Loan Documents and
record the Deed of Trust encumbering the Property at the closing of the acquisition of the
Property. No HOME Funds will be paid or reimbursed for hard construction costs for the
project until the Deed of Trust is recorded.
5.7.1 Loan Terms and Conditions.
Developer will be required to:
5.7.1.1 Execute the Promissory Note along with any other Loan
Documents required by City.
5.7.1.2 Provide City with a copy of a firm commitment for
Developer's permanent financing for the project at least 10
business days prior to the closing of Developer's construction
loan and provide City with a copy of an estimated settlement
statement at least 1 business day before closing of Developer's
construction loan.
5.7.1.3 Pay all costs associated with closing the Loan.
5.7.1.4 Provide City with a Mortgagee's Policy of title insurance in the
amount of the Loan upon the closing of the Developer's
construction loan. If requested by City, provide an updated
title policy at the conversion of Developer's construction loan
to permanent financing.
5.7.1.5 Contemporaneously with the closing of Developer's
construction loan, execute, deliver and record the Deed of
Trust along with any other Loan Documents required by City.
HOME DEVELOPER RENTAL CONTRACT
Lancaster Corridor Redevelopment, LLC
Rev 7-17-13
Page 8
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5.7.1.6 Ensure City's lien is subordinate only to the senior
indebtedness described in the Intercreditor Agreement. City
must approve in writing any secured financing that is to be
subordinate to the Loan.
5.7.1.7 The term of the Loan shall be as specified in Section 3.3.
5.7.1.8 No interest shall accrue on the Loan provided that Developer
complies with the terms and conditions of the Promissory Note.
The Loan is a forgivable deferred payment loan. The Loan will
be forgiven at the rate of 5% of the outstanding principal
balance per each year of the Affordability Period provided that
all Affordability Requirements are met and Developer is not
otherwise in default of the Loan terms or Contract provisions.
Payment will be required only if the Affordability
Requirements are not maintained or Developer does not
comply with the other terms of the Contract or the Loan
Documents, and provided that Developer complies with the
tertns of the Contract and the Loan Documents, any
outstanding principal balance shall be forgiven at the end of the
Affordability Period.
5.7.1.9 Early repayment of the Loan shall not relieve Developer of its
obligations under this Contract or the HOME Regulations
including but not limited to the Affordability Requirements and
other HOME requirements. The Deed of Trust shall secure
both repayment of the HOME funds and performance by
Developer of its obligations under this Contract during the
Affordability Period.
5.7.1.10 Except for 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,
which approval shall not be unreasonably withheld.
5.7.1.11 Any failure by Developer to comply with this Section 5.7.1
will be an Event of Default under this Contract and the Loan
Documents.
5.7 Maintain Affordability Requirements.
Developer shall ensure that the HOME Units shall be occupied by HOME
Eligible Households throughout the Affordability Period as required by the HOME
Regulations. Developer must notify the City in writing within 30 days of either of the
following occurrences: (i) a HOME Unit is occupied by a tenant who is not a HOME
Eligible Household or, (ii) a HOME Unit remains vacant for more than 90 days. In the
HOME DEVELOPER RENTAL CONTRACT
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Rev 7-17-13
Page 9
event that a HOME Unit is occupied by a tenant who is not a HOME Eligible Household,
Developer shall have 30 days to determine if a market rate tenant qualifies as a HOME
Eligible Household or fill an empty market rate unit with a HOME Eligible Household.
If either (i) or (ii) takes place and is not cured within the time limits described in this
Section, then Developer shall pay to City 10% of the Loan amount as liquidated damages.
The Parties agree that City's actual damages in the event of either (i) or (ii) happening
and remaining uncured are uncertain and would be difficult to ascertain and may include
a finding by HUD, a repayment of funds to HUD by City or otherwise impact the City's
HOME grant or other federal grant funds. Therefore, the Parties agree that payment
under this Section of 10% of the Loan amount by Developer to City is liquidated
damages and not a penalty.
5.8 Affordability Requirements Survive Transfer.
The HOME Units must remain affordable without regard to the term of any
mortgage or transfer of ownership, pursuant to the terms of the Loan Documents, any
deed restrictions or other mechanism provided by HUD. Any sale or transfer of the
project during the Affordability Period, excluding a transfer due to condemnation or to
obtain utility services, may at City's sole discretion require the repayment of the HOME
Funds unless the new owner or transferee affirmatively assumes in writing the obligations
established hereunder for the HOME Units for the remainder of the Affordability Period.
Failure of the transferee to assume Developer's obligations under this Contract and the
Loan Documents will result in termination of the Contract. In addition, City may pursue
any of its remedies under the Loan documents if the transferee fails to assume
Developer's obligations to maintain the Affordability Requirements throughout the
Affordability Period.
6. CONSTRUCTION.
6.1. Construction Schedule.
Developer will construct the Required Improvements in accordance with the
schedule set forth in the attached Exhibit "C" — Construction and Reimbursement
Schedule. Developer shall not begin construction until City sends a Notice to Proceed.
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 project must pass a HED Department Minimal Acceptable
Standard Inspection report, a HUD Compliance Inspection Report and any other
applicable HUD-required inspections during the construction period, along with any
applicable final inspection approval from the City at the completion of the construction of
the project.
6.2 Applicable Laws, Buildin� Codes and Ordinances.
All plans, specifications and construction for the Required Improvements shall (i)
conform to all applicable Federal, state, City and other local laws, ordinances, codes,
rules and regulations, including the HOME Regulations; (ii) meet all City building codes;
HOME DEVELOPER RENTAL CONTRACT Rev 7-17-13
Lancaster Corridor Redevelopment, LLC Page 10
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(iii) meet the Energy Conservation requirements as required by the State of Texas in
Chapter 11 of the International Residential Code; (iv) if new construction, must 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 HED
Department inspectors.
6.3 Propertv Standards During Construction.
Developer shall comply with the following as applicable during the Construction
of the Required Improvements: (i) the Property Standards and Housing Quality
Standards (HQS) contained in 24 CFR Part 92.251 ,(ii) Accessibility Standards under 24
CFR Part 92.251(a)(3), (iii) City property standards, and (iv) all accessibility standards
for the project.
6.4 Lead-Based Paint Repuirements.
If applicable, Developer will comply with any applicable Federal lead-based paint
requirements including lead screening in housing built prior to 1978 in accordance with
24 CFR Part 92.355 and 24 CFR Part 35, subparts A, B, J, K, M, and R, and the Lead:
Renovation, Repair and Painting Program Final Rule, 40 CFR Part 745 in the
construction and/or rehabilitation of the Required Improvements.
6.5 Approval of Plans and Specifications bv Citv Not Release of
Responsibility.
Approval of any plans and specifications relating to the Required Improvements
by City shall not constitute or be deemed (i) to be a release of the responsibility or
liability of Developer or any of its contractors or subcontractors, or their respective
officers, agents, employees and lower tier 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 or subcontractors, and their respective officers, agents,
employees and lower tier subcontractors.
6.6 Contractor, Vendor and Subcontractor Requirements.
Developer will use commercially reasonable efforts to ensure that all contractors
or vendors utilized by Developer or subcontractors utilized by Developer's general
contractor are appropriately licensed and such licenses are maintained throughout the
construction of the Required Improvements and the operation of the project when
applicable. Developer shall ensure that all subcontractors utilized by Developer or
subcontractors utilized by Developer's general contractor in the construction of the
Required Improvements, or vendors utilized by Developer in the operation of the project
are not debarred or suspended from performing the contractor's, subcontractor's or
vendor's work by the City, the State of Texas, or the Federal government. Developer
must confirm that all contractors, subcontractors or vendors are not listed on the Federal
System for Award Management, www.sam.gov, and must submit printed verification of
such searches (i) with the first Reimbursement Request which include invoices from any
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Lancaster Corridor Redevelopment, LLC Page 11
contractor or subcontractor, or (ii) prior to hiring any vendor during the operation of the
project during the Affordability Period. Failure to submit such proof search shall be an
event of default. In the event that City determines that any contractor, subcontractor or
vendor has been debarred, suspended, or is not properly licensed, Developer or
Developer's general contractor shall immediately cause the contractor, subcontractor or
vendor to stop work on the project. In the event that any contractor, subcontractor or
vendor has been debarred, suspended, or is not properly licensed, Developer shall not
reimburse for any work performed by such contractor, subcontractor or vendor.
However, this Section should not be construed to be an assumption of any responsibility
or liability by City for the determination of the legitimacy, quality, ability, or good
standing of any contractor, subcontractor or vendor. Developer acknowledges that the
provisions of this Section pertaining to the Federal System Award Management shall
survive the tertnination of this Contract and be applicable for the length of the
Affordability Period.
6.7 Furnish Complete Set of "As Built" Plans
Developer shall finish City a complete set of "as built" plans for the project at
completion of construction after all final approvals have been obtained.
7. TENANT AND LEASE REQUIRMENTS; PROPERTY STANDARDS
DURING AFFORDABILITY PERIOD.
7.1 Income Eligibility.
Developer must use the definition of annual income used by 24 CFR 5.609 to
establish tenant income eligibility. Developer shall use the most current HUD Income
Guidelines. Developer shall maintain Tenant Documentation sufficient to show that the
HOME Units are occupied by HOME Eligible Households.
7.2 Income Verification.
7.2.1 Developer must verify that all tenants of HOME Units are HOME Eligible
Households with full Tenant Documentation at the time the initial lease for a HOME Unit
is executed. Tenants must certify the number of people in tenant's household along with
such person's names and ages. Developer shall obtain financial information on all
members of a tenant's household.
7.2.2 Developer must verify the income of the tenants of the HOME Units
annually after the initial lease is executed, but may use a City-approved tenant self-
certification form as Tenant Documentation. Notwithstanding the foregoing, Developer
must verify the income eligibility of all HOME Eligible Households with full Tenant
Documentation every 6th year of the Affordability Period.
7.2.3 Developer must maintain copies of Tenant Documentation as required
under this Contract.
7.2.4 As part of its monitoring, City will review Tenant Documentation during
the Affordability Period.
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7.3 Tenant Lease.
7.3.1 Developer shall submit to City the form of its tenant lease prior to leasing
any HOME Unit. Such lease shall comply with the provisions of 24 CFR Part 92.253
regarding the following issues:
7.3.1.1 Length of lease term shall not exceed 2 years and may not be
shorter than 1 year.
7.3.1.2 Lease may not include agreement by tenant to allow landlord to
take, hold or sell tenant's property without notice.
7.3.1.3 Lease may not include agreement by the tenant to excuse
owner from responsibility for intentional or negligent acts.
7.3.1.4 Lease may not authorize landlord to institute a lawsuit without
notice to the tenant.
7.3.1.5 Lease may not include agreement by tenant to waive a jury trial
or right of appeal.
7.3.1.6 Lease may not include an agreement by tenant to pay legal
costs of court proceeding even if the tenant prevails in those
proceedings regardless of outcome.
7.3.2 Developer shall provide City copies of revised lease forms within 30 days
of any change to its lease form. All changes to Developer's lease form shall comply with
the requirements of Section 7.3.1.
7.4 Tenant Household Characteristics.
Developer shall provide City with the information about the household
characteristics of the first tenant renting a HOME Unit on Exhibit "G" — Project
Compliance Report.
7.5 Tenant Rent.
Rents charged to tenants in HOME Units are subject to 24 CFR 92.252 (a) and (b)
and are subject to review and approval by City at initial lease up and prior to any rent
increases. Under no circumstances may the maximum rent charged to tenants of HOME
Units exceed the High Home Rent minus monthly utility allowances (excluding
telephone). Developer agrees to abide by HUD-approved schedules of HOME rent levels
and the locally adopted utility allowances published annually by the Fort Worth Housing
Authority.
7.6 Tenant Selection.
Within 30 days of the Effective Date, Developer must submit to City for City's
approval Developer's tenant selection policy and criteria that address the following:
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7.6.1 The tenant selection policy must be consistent with the purpose of
providing housing for very low and low income persons.
7.6.2 The tenant selection policy must provide for:
7.6.2.1 Selection of tenants from a written waiting list
chronological order of their application, insofar
practicable;
in the
as is
7.6.2.2 Prompt written notification to any rejected applicant of the
grounds for such rejection; and
7.6.2.3 Bi-lingual leasing and management assistance.
7.6.3 Holders of rental assistance subsidies (such as HUD's Housing Choice
Voucher or similar subsidy) must not be excluded from renting a unit in the project.
7.6.4 The tenant selection policy must address non-discrimination and
affirmative marketing as discussed in Section 7.7.
7.6.5
7.6.6
in Section 7.3.
Developer must market Accessible Units in the following order:
7.6.5.1
7.6.5.2
7.6.5.3
Unit.
7.6.5.4
Within the project to persons requiring an Accessible Unit.
Persons on the waiting list requiring an Accessible Unit.
To the general community for persons requiring Accessible
Persons that do not require an Accessible Unit.
The tenant selection policy must address lease requirements as described
7.6.7 The tenant selection policy must address managing HOME Unit mix
requirements.
7.6.8 The tenant selection policy must comply with state and local
tenant/landlord laws.
7.7 Af�rmative Marketing.
Developer must adopt and implement affirmative marketing procedures as
required by 24 CFR 92.351 if the project involves the construction of 5 or more HOME
Units. The procedures and requirements must include methods for informing the public,
owners and potential tenants about fair housing laws and policies so as to ensure that all
individuals are given an equal opportunity to participate in the project without regard to
HOME DEVELOPER RENTAL CONTRACT Rev 7-17-13
Lancaster Corridor Redevelopment, LLC Page 14
sex, age, race, color, creed, nationality, national origin, religion, handicap status,
disability, familial status, sexual orientation, gender identity, gender expression or
transgender. The procedures and requirements must designate an individual who will be
responsible for marketing the project and must establish a clear application screening
plan. They must also provide for the maintenance of documentation and records to
evidence that affirmative marketing procedures have been implemented. Developer's
affirmative marketing procedures must be submitted to City for approval prior to
implementation; provided however, City shall have no responsibility for affirmative
marketing of the project.
7.8 Property Inspections During Initial Lease Up of HOME Units.
City shall inspect all units in the project before they are placed into services. City
shall inspect the HOME Units prior to a HOME Eligible Household occupying such unit
to ensure that each HOME Unit meets the appropriate HOME standards. Thereafter, City
will inspect the HOME Units annually.
7.9 Propertv Maintenance and Inspections Durin� Affordability Period.
Developer shall ensure that the project is maintained in accordance with all
applicable HUD property standards for the duration of the Affordability Period, which at
a minimum shall be those property standards required in 24 CFR Part 92. City will verify
maintenance of the project to these standards through on-site inspections every year.
8. ADDITIONAL HOME REQUIREMENTS.
Developer agrees to comply with all requirements of the HOME Program as
stated in the HOME Regulations, including, but not limited to the following:
8.1 Environmental Review.
HOME Funds will not be paid and costs cannot be incurred until City has
conducted and completed an environmental review 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 ar commit any funds to physical or choice
limiting actions, including if applicable, property acquisition, demolition, movement,
rehabilitation, conversion, repair or construction prior to the environmental clearance.
Any violation of this Section will (i) cause this Contract to terminate immediately; (ii)
require Developer to repay any HOME Funds received to City and forfeit any future
payments of HOME Funds; and (iii) Developer must pay 10% of the HOME Funds to
City as liquidated damages. The Parties agree that City's actual damages in the event of
Developer violating this Section are uncertain and would be difficult to ascertain and may
include a finding by HUD, a repayment of funds to HUD by City or otherwise impact the
City's HOME grant or other federal grant funds. Therefore, the Parties agree that
payment under this Section of 10% of the Loan amount by Developer to City is
liquidated damages and not a penalty.
8.1.2 Mitigation.
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Developer must take the mitigation actions outlined in Exhibit "A-2" —
Environmental Mitigation Action. Failure to complete the required mitigation action is
an event of default under this Contract.
8.2 Intentionallv Omitted.
8.3. Monitorin�.
8.3.1 Developer understands and agrees that it will be subject to monitoring by
City for compliance with the HOME Regulations for the duration of the Affordability
Period. Developer will provide reports and access to project files as requested by City
during the Affordability Period and for 5 years after the end of the Affordability Period.
This Section shall survive the earlier termination or expiration of this Contract.
8.3.2 City, HUD and the United States Comptroller General or their respective
representatives shall have access during regular business upon 48 hours prior notice hours
to Developer's offices and records that are related to the use of the HOME Funds that is
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.
After each monitoring visit, City shall provide Developer with a written report of the
monitor's findings. If the monitoring report notes deficiencies in Developer's
performance, the report shall include requirements for the timely correction of said
deficiencies by Developer. Failure by Developer to take the action specified in the
monitoring report may be cause for suspension or termination of this Contract as
provided herein or City may take all actions allowed in the Loan Documents.
8.4 Compliance with the Uniform Relocation Act.
If applicable, Developer shall comply with the relocation requirements of 24 CFR
Part 92.353 and all other applicable Federal and state laws and City ordinances and
requirements pertaining to relocation.
8.5 Compliance with Davis-Bacon Act.
Developer and its general contractor and all lower tier subcontractors will comply
with the Davis-Bacon Act as described in Section 14.14 and Exhibit "H" — Davis-Bacon
Requirements - Federal Labor Standards Provisions of this Contract.
8.6 Developer Procurement Standards.
Developer shall ensure that procurement of materials and services is done in a
cost effective manner. Developer shall comply with all applicable federal, state and local
laws, regulations, and ordinances for making procurements under this Contract.
8.7 Copvri�ht and Patent Rights.
No reports, maps, or other documents produced in whole or in part under this
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Contract shall be the subject of an application for copyright by or on behalf of Developer.
HUD and City shall possess all rights to invention or discovery, as well as rights in data
which may arise as a result of Developer's performance under this Contract.
8.8 Terms Applicable to Contractors, Vendors and Subcontractors.
Developer understands and agrees that all terms of this Contract, whether
regulatory or otherwise, shall apply to any and all contractors, vendors and subcontractors
of Developer which are in any way paid with HOME Funds or who perform any work in
connection with the project. Developer shall cause all applicable provisions of this
Contract to be included in and made a part of any contract or subcontract executed in the
performance of its obligations hereunder, including its obligations regarding the
Affordability Requirements and the HOME Regulations during the Affordability Period.
Developer shall monitor the services and work performed by its contractors, vendors and
subcontractors on a regular basis for compliance with the Affordability Requirements, the
HOME Regulations and Contract provisions. Developer must cure all violations of the
HOME Regulations committed by its contractors, vendors or subcontractors. City
maintains the right to insist on Developer's full compliance with the terms of this
Contract and the HOME Regulations and Developer is responsible for such compliance
regardless of whether actions to fulfill the requirements of this Contract or the HOME
Regulations are taken by Developer or by Developer's contractors, vendors or
subcontractors. Developer acknowledges that the provisions of this Section shall survive
the earlier termination or expiration of this Contract and be applicable for the length of
the Affordability Period.
8.9 Payment and Performance Bonds.
Subject to the requirements of 24 CFR Part 85.36, Developer shall furnish City
with payment and performance bonds in a form acceptable to City in the amount of the
construction cost for the Development but not less than $2,000,000.
9. RECORD KEEPING. REPORTING AND DOCUMENTATION
REQUIREMENTS, RIGHT TO AUDIT.
9.1 Record Keepin�.
Developer shall maintain a record-keeping system as part of its performance of
this Contract and shall promptly provide City with copies of any document City deems
necessary for the effective fulfillment of City's monitoring and evaluation
responsibilities. Specifically, Developer will keep or cause to be kept an accurate record
of all actions taken and all funds spent, with supporting and back-up documentation as
well as all Tenant Documentation. Developer will maintain all records and
documentation related to this Contract for 5 years after the end of the Affordability
Period. If any claim, litigation, or audit is initiated before the expiration of the 5 year
period, the relevant records and documentation must be retained until all such claims,
litigation or audits have been resolved.
9.1.2 Access to Records.
City 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
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recards pertaining to all matters covered by this Contract throughout the Affordability
Period and for 5 years thereafter. Such access shall be during regular business hours and
upon at least 48 hours prior notice.
9.2 Reports.
Developer will submit to City all reports and documentation described in this
Contract in such form as City may prescribe. Developer may also be required to submit a
final performance and/or final financial report if required by City at the termination of
this Contract and/or the termination of the Loan in such form and within such times as
City may prescribe. Failure to submit any report or documentation 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 Reportin� Requirements and Forms.
City retains the right to change reporting requirements and forms at its discretion.
City will notify Developer in writing at least 30 days prior to the effective date of such
change, and the Parties shall execute an amendment to the Contract reflecting such
change if necessary.
9.4 Citv Reserves the Right to Audit.
City reserves the right to perform an audit of Developer's project operations and
finances at any time during the term of this Contract or the Affordability Period, if City
determines that such audit is necessary for City's compliance with the HOME
Regulations or other City policies, and Developer agrees to allow access to all pertinent
materials as described herein. If such audit reveals a questioned practice or expenditure,
such questions must be resolved within 15 business days after notice to Developer of
such questioned practice or expenditure. If questions are not resolved within this period,
City reserves the right to withhold further funding under this and/or future contract(s)
with Developer. IF AS A RESULT OF ANY AUDIT IT IS DETERMINED THAT
DEVELOPER HAS FALSIFIED ANY DOCUMENTATION OR MISUSED,
MISAPPLIED OR MISAPPROPRIATED HOME FUNDS OR SPENT HOME
FUNDS ON ANY INELIGIBLE ACTIVITIES, DEVELOPER AGREES TO
REIMBURSE CITY THE AMOUNT OF SUCH MONIES PLUS THE AMOUNT
OF ANY SANCTIONS, PENALTY OR OTHER CHARGE LEVIED AGAINST
CITY BY HUD BECAUSE OF SUCH ACTIONS.
10. REIMBURSEMENT REQUIREMENTS.
Developer shall provide City with Complete Documentation and the following
reports as shown in Exhibit "F" — Reimbursement Forms with each Reimbursement
Request:
10.1 Attachment I — Invoice.
This report shall contain the amount requested for reimbursement in the submitted
request, and the cumulative reimbursement requested to date (inclusive of the current
request). 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
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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 Invoices for each expense with an explanation as to how the expense
pertains to the project, if necessary; and
10.2.2 Proof that each expense was paid by Developer, which proof can be
satisfied by cancelled checks, wire transfer documentation, paid receipts or other
appropriate banking documentation.
10.3. Deadline for Submitting Reimbursement Requests.
All Reimbursement Requests along with Complete Documentation shall be
submitted by Developer to City within 60 days from each of the deadlines as shown in
Exhibit "C" — Construction and Reimbursement Schedule.
10.4 Withholdin� Pavment.
CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT ON ANY
REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 60 DAYS
OF THE DEADLINES SHOWN IN Exhibit "C" — Construction and
Reimbursement Schedule. In addition, Developer's
Reimbursement Requests and Complete Documentatio
reports shall be an event of default.
11. DEFAULT AND TERMINATION.
failure to timely submit
n along with any required
11.1 Failure to Close Construction and Permanent Financin�.
11.1.1 If Developer fails to close its construction and permanent financing far
the project within 1 year of the Effective Date, this Contract shall automatically terminate
without further warning or opportunity to cure, and with no penalty or liability to City.
11.1.2 In the event of termination under this Section 11.1, all HOME Funds
awarded but unpaid to Developer pursuant to this Contract shall be immediately forfeited
and Developer shall have no further right to such funds. Any HOME Funds already paid
to Developer must be repaid to City within 30 days of termination under this Section.
Failure to repay such HOME Funds will result in City exercising all legal remedies
available to City under this Contract and the Loan Documents.
11.2 Failure to Be�in or Complete the Required Improvements
11.2.1 If Developer fails to begin construction within 3 months of the
execution of the construction loan documents, this Contract shall automatically terminate
without further warning or opportunity to cure, and with no penalty or liability to City.
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11.2.2 If City determines that the Required Improvements were not
completed by the Completion Deadline or have failed to pass any of the inspections
described in Section 6.1.1, City shall have the right to terminate this Contract with no
penalty or liability to City, with such termination to be effective immediately upon
written notice. City shall also be entitled to demand repayment of the HOME Funds and
enforce any of the provisions of Loan documents for default.
11.3 Failure to Submit Complete Documentation Durin� Construction.
11.3.1 If Developer fails to submit Complete Documentation during
construction of the Required Improvements in accordance with Exhibit "C" —
Construction and Reimbursement Schedule, or if any report or documentation
submitted as part of Complete Documentation is not in compliance with this Contract or
the HOME Regulations as determined by City, City will notify Developer in writing and
Developer will have 15 calendar days from the date of the written notice to submit or
resubmit any such report or documentation. If Developer fails to submit or resubmit any
such report or documentation within such time, City shall have the right to withhold
payments. If such failure continues for an additional 15 days (a total of 30 days), City
shall have the right to terminate this Contract effective immediately upon written notice
of such intent with no penalty or liability to City. Notwithstanding anything to the
contrary herein, City will not be required to pay any HOME Funds to Developer during
the period that any such report or documentation is not in compliance with this Contract
or the HOME Regulations.
11.3.2 If any of Developer's Reimbursement Requests are incomplete or
otherwise not in compliance with this Contract or the HOME Regulations as determined
by City, City will notify Developer in writing of such default and Developer will have 15
calendar days from the date of the written notice to resubmit any such Reimbursement
Request to cure the default. If Developer fails to cure the default within such time,
Developer shall forfeit any payments otherwise due under such Reimbursement Request.
If such failure to resubmit such Reimbursement Request continues for an additional 15
days (a total of 30 days), City shall have the right to terminate this Contract effective
immediately upon written notice of such intent with no penalty or liability to City.
Notwithstanding anything to the contrary herein, City will not be required to pay any
HOME Funds to Developer during the period that any such Reimbursement Request is
not in compliance with this Contract or the HOME Regulations.
11.3.3 In the event of more than 2 instances of default, cured or uncured,
under Sections 11.31 or 11.3.2, 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.
11.3.4 Notwithstanding anything to the contrary herein, City will not be
required to pay any HOME Funds to Developer during the period that any
Reimbursement Requests, reports or documentation are past due or are not in compliance
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with this Contract or the HOME Regulations, or during any period during which
Developer is in default of this Contract.
11.3.5 In the event of termination under this Section 11.3, all HOME Funds
awarded but unpaid to Developer pursuant to this Contract shall be immediately forfeited
and Developer shall have no further right to such funds. Any HOME Funds already paid
to Developer must be repaid to City within 30 days of termination under this Section.
Failure to repay such HOME Funds will result in City exercising all legal remedies
available to City under this Contract and the Loan Documents.
11.4 Failure to Submit Required Reports and Documentation During
Affordability Period.
If Developer fails to maintain all records and documentation as required in
Section 9, or fails to submit any report or documentation required by this Contract after
the Required Improvements are completed, or if the submitted report or documentation is
not in compliance with this Contract or the HOME Regulations as determined by City,
City will notify Developer in writing and Developer will have 15 calendar days from the
date of the written notice to obtain or recreate the missing records or documentation, or
submit or resubmit any such report or documentation to City. If Developer 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 11.4, any HOME Funds paid to
Developer must be repaid to City within 30 days of termination under this Section.
Failure to repay such HOME Funds will result in City exercising all legal remedies
available to City under this Contract and the Loan Documents.
11.5 In General.
Subject to Sections 11.1, 11.2, 11.3 and 11.4, 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 termination under this Section
11.5, all HOME Funds awarded but unpaid to Developer pursuant to this Contract shall
be immediately rescinded and Developer shall have no further right to such funds and any
HOME Funds already paid to Developer must be repaid to City within 30 days of
termination. Failure to repay such HOME Funds will result in City exercising all legal
remedies available to City under this Contract or the Loan Documents.
11.6 No Funds Disbursed while in Breach.
Developer understands and agrees that no HOME Funds will be paid to Developer
until all defaults are cured to the satisfaction of City.
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ll.7 No Compensation After Date of Termination.
Developer shall not receive any HOME Funds for work undertaken after the date
of the termination.
11.8 Ri�hts of City Not Affected.
Termination shall not affect or terminate any of the existing rights of City against
Developer, or which may thereafter accrue because of such default, and this provision
shall be in addition to any and all other rights and remedies available to City under the
law and Loan Documents including, but not limited to, compelling Developer to
complete the Required Improvements in accordance with the terms of the Contract. Such
termination does not terminate any applicable provisions of this Contract that have been
expressly noted as surviving the term or termination of this Contract.
11.9 Waiver of Breach Not Waiver of Subsequent Breach.
The waiver of a breach of any term, covenant, or condition of this Contract shall
not operate as a waiver of any subsequent breach of the same or any other term, covenant
or condition hereof.
11.10 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.
1 l.l 1 Termination for Cause.
11.11.1 City may terminate this Contract in the event of Developer's default,
inability, or failure to perform subject to notice, grace and cure periods. In the event City
terminates this Contract for cause, all HOME Funds awarded but unpaid to Developer
pursuant to this Contract shall be immediately rescinded and Developer shall have no
further right to such funds and any HOME Funds already paid to Developer must be
repaid to City within 30 days of termination. Failure to repay such HOME Funds will
result in City exercising all legal remedies available to City under this Contract or the
Loan Documents.
11.11.2 Developer may terminate this Contract if City does not provide the
HOME Funds substantially in accordance with this Contract.
11.12 Termination for Convenience.
In terminating in accordance with 24 C.F.R. 85.44, this Contract may be
terminated in whole or in part only as follows:
11.12.1 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
11.12.2 By Developer upon written notification to City setting forth the
reasons for such termination, the effective date, and in the case of partial termination, the
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portion to be terminated. In the case of a partial termination, if City determines that the
remaining portion of the Contract to be performed or HOME Funds to be spent will not
accomplish the purposes for which the Contract was made, City may terminate the
Contract in its entirety.
11.13 Dissolution of Developer Terminates Contract.
In the event Developer is dissolved or ceases to exist, this Contract shall
terminate. In the event of termination under this Section, all HOME Funds are subject to
repayment and/or City may exercise all of its remedies under this Contract and the Loan
Documents.
11.14 Notice of Termination under Intercreditor A�reement.
City shall not terminate this Contract without first giving notice and opportunity
to cure to the senior lender as required in the Intercreditor Agreement.
12. REPAYMENT OF HOME FUNDS.
All HOME Funds are subject to repayment in the event the project does not meet
the requirements as set out in this Contract or in the HOME Regulations. If Developer
takes any action that results in the City being required to repay all or any portion
of the HOME Funds to AUD, Developer agrees it will reimburse City for such
repayment If Developer takes any action that results in City receiving a fmding
from HUD, whether or not repayment of all or any portion of the HOME Funds to
HUD is required of City, Developer agrees it will pay City 10% of the HOME Funds
as liquidated damages. The Parties agree that City's damages in the event of either
repayment to HUD being required or receiving a finding from HUD are uncertain and
would be difficult to ascertain and may include an impact on City's HOME grant or other
federal grant funds, in addition to a finding by HUD or a repayment of funds to HUD by
City. Therefore, the Parties agree that payment under this Section of 10% of the Loan
amount by Developer to City is liquidated damages and not a penalty.
13. MATERIAL OWNERSHIP CHANGE.
Subject to Member transfers in accordance with Developer's Company
Agreement with City consent, if ownership of Developer materially changes after the
date of this Contract, City may but is not obligated to, terminate this Contract. City has
30 days to make such determination after receipt of notice from Developer and failure to
make such determination will constitute a waiver. In the event of termination under this
Section 13, all HOME Funds awarded but not yet paid to Developer pursuant to this
Contract shall be immediately rescinded and Developer shall have no further right to such
funds. Any HOME Funds already paid to Developer must be repaid to City within 30
days of termination under this Section.
14. GENERAL PROVISIONS
14.1 Developer an Independent Contractor.
Developer shall operate hereunder as an independent contractor and not as an
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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, tenants,
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,
subcontractors, tenants, licensees or invitees, and nothing herein shall be construed as
creating a partnership or joint enterprise between City and Developer. City does not have
the legal right to control the details of the tasks performed hereunder by Developer, its
officers, members, agents, employees, contractors, subcontractors, licensees or invitees.
14.3 Developer Property.
City shall under no circumstances be responsible for any property belonging to
Developer, its officers, members, agents, employees, contractors, subcontractors, tenants,
licensees or invitees that may be lost, stolen or destroyed or in any way damaged and
DEVELOPER HEREBY INDEMNIFIES AND HOLDS HARMLESS CITY AND
ITS OFFICERS, AGENTS, AND EMPLOYEES FROM ANY AND ALL CLAIMS
OR SUITS PERTAINING TO OR CONNECTED WITH SUCH PROPERTY.
14.4 Religious Or�anization.
No portion of the HOME Funds shall be used in support of any
religious activity. In addition, there must be no religious or membership
tenants of a HOME-funded property.
14.5 Venue.
sectarian or
criteria for
Venue for any action, whether real or asserted, at law or in equity, arising out of
the execution, performance, attempted performance or non-performance of this Contract,
shall lie in Tarrant County, Texas.
14.6 Governin� Law.
In any questions involving state law, for any action,
law or in equity, arising out of the execution, performance
Contract, in any issue not governed by federal law, the chc
from the State of Texas.
whether real or asserted, at
or non-performance of this
ice of law shall be the law
14.7 Severability.
The provisions of this Contract are severable, and, if for any reason a clause,
sentence, paragraph or other part of this Contract shall be determined to be invalid by a
court or Federal or state agency, board or commission having jurisdiction over the subject
matter thereof, such invalidity shall not affect other provisions which can be given effect
without the invalid provision.
14.8 Written Agreement Entire A�reement.
This written instrument and the Exhibits, Addendums and Attachments attached
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hereto, which are incorporated by reference and made a part of this Contract for all
purposes, constitutes the entire agreement by the Parties hereto concerning the work and
services to be performed under this Contract. Any prior or contemporaneous oral or
written agreement, which purports to vary the terms of this Contract, shall be void. Any
amendments to the terms of this Contract must be in writing and must be executed by
each Party to this Contract.
14.9 Paragraph Headin�s for Reference Onlv, No Legal Si�nificance;
Number.
The paragraph headings contained herein are for convenience in reference to this
Contract and are not intended to define or to limit the scope of any provision of this
Contract. When context requires, singular nouns and pronouns include the plural.
14.10 Compliance With All Applicable Laws and Regulations.
Developer agrees to comply fully with all applicable laws and regulations that are
currently in effect or that are hereafter amended during the performance of this Contract.
Those laws include, but are not limited to:
➢ HOME Investment Partnership Act as set out above
➢ Title VI of the Civil Rights Act of 1964 (42 U.S.C. Sections 2000d et seq.)
including provisions requiring recipients of federal assistance to ensure
meaningful access by person of limited English proficiency
➢ The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C.
Sections 3601 etseq.)
➢ Executive Orders 11063, 11246 as amended by 11375 and 12086 and as
supplemented by Department of Labor regulations 41 CFR, Part 60
➢ The Age Discrimination in Employment of 1967
➢ The Age Discrimination Act of 1975 (42 U.S.C. Sections 6101 et seq.)
➢ The Uniform Relocation Assistance and Real Property Acquisition Policies
Act of 1970 (42 U.S.C. Sections 4601 et seq. and 49 CFR Part 24) ("URA")
➢ Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. Sections 794 et seq.)
and 24 CFR Part 8 where applicable
➢ National Environmental Policy Act of 1969, as amended, 42 U.S.C. sections
4321 et seq. ("NEPA") and the related authorities listed in 24 CFR Part 58.
➢ The Clean Air Act, as amended, (42 U.S.C. Sections 1251 et seq.) and the
Clean Water Act of 1977, as amended (33 U.S.C. Sections 1251 et seq.),
related Executive Order 11738 and Environmental Protection Agency
Regulations at 40 CFR Part 15. In no event shall any amount of the assistance
provided under this Contract be utilized with respect to a facility that has
given rise to a conviction under the Clean Air Act or the Clean Water Act.
➢ Immigration Reform and Control Act of 1986 (8 U.S.C. Sections 1101 et seq.)
specifically including the provisions requiring employer verifications of legal
status of its employees
➢ The Americans with Disabilities Act of 1990 (42 U.S.C. Sections 12101 et
seq.), the Architectural Barriers Act of 1968 as amended (42 U.S.C. sections
4151 et seq.) and the Uniform Federal Accessibility Standards, 24 CFR Part
40, Appendix A
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➢ 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, debar�ed or suspended persons or entities
➢ Regulations at 24 CFR Part 882.708(c) pertaining to site and neighborhood
standards for new construction projects
➢ Regulations at 24 CFR Part 983.6 for Site and Neighborhood Standards
Review
➢ Section 6002 of the Solid Waste Disposal Act, as amended by the Resource
Conservation and Recovery Act
➢ Guidelines of the Environmental Protection Agency at 40 CFR Part 247
➢ For contracts and subgrants for construction or repair, Copeland "Anti-
Kickback" Act (18 U.S.C. 874) as supplemented in 29 CFR Part 5
➢ For construction contracts in excess of $2,000, and in excess of $2,500 for
other contracts which involve the employment of inechanics or laborers,
Sections 103 and 107 of the Contract Work Hours and Safety Standards Act
(40 U.S.C. 327A 300) as supplemented by 29 CFR Part 5
➢ Lead-Based Paint Poisoning Prevention Act (42 U.S.C. 4801 et seq.), as
amended by the Residential Lead-Based Paint Hazard Reduction Act of 1992
(42 U.S.C. 4851 et seq.) and implementing regulations at 24 CFR Part 35,
subparts A, B, M, and R
➢ Regulations at 24 CFR Part 92, Home Investment Partnerships Program Final
Rule
14.11 HUD-Assisted Proiects and Emplovment and other Economic
Opportunities; Section 3 Requirements.
14.1 l.l Requirement that Law Be Quoted in Covered Contracts. — Certain
Requirements Pertaining to Section 3 of the Housin� and Urban
Development Act of 1968 as Amended (12 U.S.C. Sections 1701 et
seq.) and its Related Re�ulations at 24 CFR Part 135
If the construction of the Required Improvements will cause the creation of new
employment, training, ar contracting opportunities on a contractor or subcontractor level
resulting from the expenditure of the HOME Funds, Developer shall comply with the
following and will ensure that its contractors also comply. If the work performed under
this Contract is on a project assisted under a program providing direct Federal financial
assistance from HUD, Section 3 of 24 CFR 135.38 ("Section 3") requires that the
following
Clause"):
clause, shown in italics, be inserted in all covered contracts ("Section 3
Section to be quoted in covered contracts begins:
"A. The work to be performed under this contract is sa�bject to the
requirements of Section 3 of Hozcsing and Urban Development Act of
1968, as amended, 12 U.S. C. section 1701 u(Section 3). The purpose of
Section 3 is to enszcre that employment and other economic opportz�nities
HOME DEVELOPER RENTAL CONTRACT Rev 7-17-13
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generated by HUD assisted or HUD-assisted projects covered by Section
3, shall to the greatest extent feasible, be directed to low- and very-low
income persons, particularly persons who are recipients of HUD
assistance for housing.
B. The paYties 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 contractiial or other impediment that would prevent
them from complying with the Part 135 regulations.
C. The contractor agrees to send to each labor organization or
f�epresentative 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, zcpon 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 szcbcontractor has been found in violation of
f�egulations 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 contrczctor
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
Yesult 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 Eclucation Assistance Act (25 U.S.C. section 450e) also
czpplies to the work to be performed under this Contract. Section 7(b)
i�eqzcires that to the greatest extent feasible (i) preference and
opportunities for t��aining and employment shall be given to Indians, and
(ii) preference in the award of contracts and sasbcontracts shall be given to
Indian organizations and Indian-owned Economic Enterprises. Parties to
HOME DEVELOPER RENTAL CONTRACT Rev 7-17-13
Lancaster Corridor Redevelopment, LLC Page 27
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.
14.11.2 Developer Responsibilities for Section 3 Requirements.
City and Developer understand and agree that compliance with the provisions of
Section 3, the regulations set forth in 24 CFR Part 135, and all applicable rules and orders
of HUD shall be a condition of the Federal financial assistance provided to the project
binding upon City and Developer, and their respective successors, assigns, contractors
and subcontractors. Failure to fulfill these requirements shall subject Developer and its
contractors and subcontractors and their respective successors and assigns to those
sanctions specified by the grant agreement through which Federal assistance is provided
and to such sanctions as are specified by 24 CFR Part 135. In order to comply with the
Section 3 requirements, Developer must submit the forms attached hereto as Exhibit "I"
- Section 3 Reporting Forms. Developer's responsibilities include:
14.11.2.1 Implementing procedures to notify Section 3 residents
and business concerns about training, employment, and
contracting opportunities generated by Section 3 covered
assistance;
14.11.2.2
Notifying potential contractors working on Section 3
covered projects of their responsibilities;
14.11.2.3 Facilitating the training and employment of Section 3
residents and the award of contracts to Section 3 business
concerns;
14.11.2.4 Assisting and actively cooperating with the HED
Department in making contractors and subcontractors
comply;
14.11.2.5 Refraining from entering into contracts with contractors
that are in violation of Section 3 regulations;
14.11.2.6 Documenting actions taken to comply with Section 3; and
14.11.2.7 Submitting Section 3 Annual Summary Reports (form
HUD-60002) in accordance with 24 CFR Part 135.90.
14.11.3 Section 3 Reporting Requirements.
In order to comply with the Section 3 requirements, Developer must submit the
forms attached hereto as Exhibit "I" - Section 3 Reporting Forms and take the
following actions:
HOME DEVELOPER RENTAL CONTRACT Rev 7-17-13
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14.11.2.1 Report to the City on a quarterly basis all applicants for
employment, and all applicants for employrnent by
contractors and any subcontractors. This shall include
name, address, zip code, date of application, and status
(hired/not-hired) as of the date of the report.
14.12
14.11.2.2 Advertise available positions to the public for open
competition, and provide documentation to City with the
quarterly report that demonstrates such open
advertisement, in the form of printout of Texas
Workforce Commission posting, copy of newspaper
advertisement, copy of flyers and listing of locations
where flyers were distributed, and the like.
14.11.2.3 Report to the City on a quarterly basis all contracts
awarded by contractors and any subcontractors. This
shall include name of contractor and/or subcontractor,
address, zip code, and amount of award as of the date of
the report.
Prohibition A�ainst 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 92.350 and
the ordinances codified at Chapter 17, Article III, Division 4— Fair Housing of the City
Code. Developer may not discriminate against any person because of race, color, sex,
gender, religion, national origin, familial status, disability or perceived disability, sexual
orientation, gender identity, gender expression, or transgender, nor will Developer permit
its officers, members, agents, employees, 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- Employrrcent Practices of the
City Code, and Developer hereby covenants and agrees that Developer, its officers,
members, agents, employees and contractors, have fully complied with ali 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 Emplovment durin� 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:
(ContYactor's or Subcontractor's Namel_ will not unlawfully discriminate against any
HOME DEVELOPER RENTAL CONTRACT Rev 7-17-13
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employee or applicants for employment because of race, color, sex, gender, religion,
national origin, familial status, disability or perceived disability, sexual orientation,
gender identity, gender expression or transgender. �Contractor's 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 forms of compensation, and selection for training,
including apprenticeship. f Contractor's or Subcontractor's Namel agrees to post in
conspicuous places, available to employees and applicants for employrnent, notices
setting forth the provisions of this nondiscrimination clause.
[Contractor's or Subcontractor's Namel will, in all solicitations or
advertisements for employees placed by or on behalf of f Contractor's or
Sccbcontractor'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.
jContractor's or Subcontractor's Nczmel covenants that neither it nor any
of its officers, members, agents, employees, or contractors, while engaged in performing
this Contract, shall, in connection with the employment, advancement or discharge of
employees or in connection with the terms, conditions or privileges of their employment,
discriminate against persons because of their age or because of any disability or
perceived disability, except on the basis of a bona fide occupational qualification,
retirement plan or statutory requirement.
jContractor's oY 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
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CITY HARMLESS AGAINST ANY CLAIMS OR ALLEGATIONS ASSERTED
BY THIRD PARTIES, CONTRACTORS OR SUBCONTRACTORS AGAINST
CITY ARISING OUT OF DEVELOPER'S AND/OR ITS CONTRACTORS',
SUBCONTRACTORS' AGENTS' OR EMPLOYEES' ALLEGED FAILURE TO
COMPLY WITH THE ABOVE-REFERENCED LAWS CONCERNING
DISABILITY DISCRIMINATION IN THE PERFORMANCE OF THIS
CONTRACT.
14.13. Prohibition A�ainst 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 gain for themselves or others,
particularly those with whom they have family, business or other ties. Developer shall
disclose to City any conflict of interest or potential conflict of interest described above,
immediately upon discovery of such.
14.13.2 No persons who are employees, agents, consultants, officers or elected
officials or appointed officials of City or of Developer who exercise or have exercised
any functions or responsibilities with respect to activities assisted with HOME funds or
who are in a position to participate in a decision-making process or gain inside
information with regard to these activities may occupy a HOME Unit, may obtain a
financial interest or benefit from a HOME-assisted activity, or have an interest in any
contract, subcontract or agreement with respect thereto, or the proceeds thereunder, either
for themselves or those with whom they have family or business ties, during their ter�ure
or for 1 year thereafter, unless they are accepted in accordance with the procedures set
forth at 24 C.F.R. Part 92.356.
14.13.3 Developer affirms that it will adhere to the provisions of the Texas
Penal Code which prohibits bribery and gi$s to public servants.
14.13.4 If applicable, the conflict of interest provisions of 24 CFR Part 85.36
and 24 CFR Part 84.42, respectively, shall apply in the procurement of property and
services by Developer. In all cases not governed by those sections, the provisions of 24
CFR Part 92.356 of the HOME 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
HOME DEVELOPER RENTAL CONTRACT Rev 7-17-13
Lancaster Corridor Redevelopment, LLC Page 31
with hour and wage requirements of this Contract and HOME Regulations
documentation shall be made available promptly to City for review upon request.
Such
14.14.2 Developer agrees that, except with respect to the rehabilitation or
construction of residential property containing less than 12 units assisted with HOME
funds, all contractors engaged under contract for construction, renovation or repair work
financed in whole or in part with assistance provided under this Contract, shall comply
with Federal requirements adopted by City pertaining to such contracts and with the
applicable requirements of the regulations of the Department of Labor under 29 CFR
Parts 1, 3, 5 and 7 governing the payment of wages and ratio of apprentices and trainees
to journey workers; provided that, if wage rates higher than those required under these
regulations are imposed by state or local law, nothing hereunder is intended to relieve
Developer of its obligation, if any, to require payment of the higher wage. Developer
shall cause or require to be inserted in full, in all such contracts subject to such
regulations, provisions meeting the requirements of this paragraph.
14.14.3 If Davis-Bacon is applicable, Developer shall provide City access to
employee payrolis, contractor and subcontractor payrolls and other wage information for
persons performing construction of the Required Improvements. Payrolls must be
submitted to the HED 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 respective employees in order to conduct onsite interviews with
laborers and mechanics. Developer shall inform its contractors and subcontractors that
City staff or Federal agencies may conduct periodic employee wage interview visits
during construction of the project to ensure compliance.
14.15 Subcontractin� with Small and Minoritv Firms, Women's
Business Enterprises and Labor 5urplus Areas.
14.15.1 For procurement contracts $50,000.00 or larger, Developer agrees to
abide by City's policy to involve Minority Business Enterprises and Small Business
Enterprises and to provide them equal opportunity to compete for contracts for
construction, provision of professional services, purchase of equipment and supplies and
provision of other services required by City. Developer agrees to incorporate the City's
BDE Ordinance, and all amendments or successor policies or ordinances thereto, into all
contracts and subcontracts for procurement $50,000.00 or larger, and will further require
all persons or entities with which it so contracts to comply with said ordinance.
14.15.2 It is national policy to award a fair share of contracts to disadvantaged
business enterprises ("DBEs"), small business enterprises ("SBEs"), minority business
enterprises ("MBEs"), and women's business enterprises ("WBEs"). Accordingly,
affirmative steps must be taken to assure that DBEs, SBEs, MBEs, and WBEs are utilized
when possible as sources of supplies, equipment, construction and services.
14.16 Other Laws.
The failure to list any federal, state or City ordinance, law or regulation that is
HOME DEVELOPER RENTAL CONTRACT Rev 7-17-13
Lancaster Corridor Redevelopment, LLC Page 32
applicable to Developer does not excuse or re�ieve 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 contractor and subcontractors, including any
lower tier subcontractors engaged in any activity that is funded as part of the construction
of the Required Improvements prior to any charges being incurred.
14.19 Force Maieure
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
agency of the United States or of any States, civil disturbances, or explosions, or some
other reason beyond Developer's control (collectively, "Force Majeure Event"), the
obligations so affected by such Force Majeure Event will be suspended only during the
continuance of such event and the completion date for such obligations shall be extended
for a like period. Developer will give City written notice of the existence, extent and
nature of the Force Majeure Event as soon as reasonably possible after the occurrence of
the event. Failure to give notice will result in the continuance of Developer's obligation
regardless of the extent of any existing Force Majeure Event. Developer will use
commercially reasonable efforts to remedy its inability to perform as soon as possible.
14.20 Survival.
Any provision of this Contract that pertains to Affordability Requirements,
auditing, monitoring, tenant income eligibility, record keeping and reports, City
ordinances, the provisions of Section 6.6 pertaining to the Federal System Award
Management, or any HOME requirements, and any default and enforcement provisions
necessary to enforce such provisions, shall survive the termination of this Contract for the
longer of (i) Syears 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
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PERSONS, OF WHATSOEVER HIND OR CHARACTER, WHETHER REAL OR
ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE
EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR
NONPERFORMANCE OF THIS CONTRACT AND/OR THE OPERATIONS,
ACTIVITIES AND SERVICES OF THE PROJECT DESCRIBED HEREIN,
WHETHER OR NOT CAUSED IN WHOLE OR IN PART, BY ALLEGED
NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS OR SUBCONTRACTORS OF CITY, AND DEVELOPER
HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY OF CITY AND
ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES FOR ANY AND
ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR
PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF
WHATSOEVER KINDS OR CHARACTER, WHETHER REAL OR ASSERTED,
ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION,
PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE
OF THIS CONTRACT AND AGREEMENT AND/OR THE OPERATIONS,
ACTIVITIES AND SERVICES OF THE PROJECT DESCRISED HEREIN,
WHETHER OR NOT CAUSED IN WHOLE OR IN PART BY ALLEGED
NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS OR SUBCONTRACTORS OF CITY. DEVELOPER
LIKEWISE COVENANTS AND AGREES TO AND DOES HEREBY
INDEMNIFY AND HOLD HARMLESS CITY FROM AND AGAINST ANY AND
ALL INJURY, DAMAGE OR DESTRUCTION OF PROPERTY OF CITY,
ARISING OUT OF OR IN CONNECTION WITH ALL ACTS OR OMISSIONS
OF DEVELOPER, ITS OFFICERS, MEMBERS, AGENTS, EMPLOYEES,
CONTRACTORS, SUBCONTRACTORS, INVITEES, LICENSEES, OR
PROJECT PARTICIPANTS, OR CAUSED, IN WHOLE OR IN PART, BY
ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS,
EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY.
IT IS THE EXPRESS INTENTION OF THE PARTIES, BOTH
DEVELOPER AND CITY, THAT THE INDENINITY 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
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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 BONDING.
Developer will maintain coverage in the form of insurance or bond in the amount
of $2,000,000.00 to insure against loss from the fraud, theft or dishonesty of any of
Developer's officers, agents, trustees, directors or employees. The proceeds of such
insurance or bond shall be used to reimburse City for any and all loss of HOME Funds
occasioned by such misconduct. To effectuate such reimbursement, such fidelity
coverage shall include a rider stating that reimbursement for any loss or losses shall name
the City as a Loss Payee.
Developer shall furnish to City, in a timely manner, but not later than 10 days
after the Effective Date, certificates of insurance as proof that it has secured and paid for
policies of commercial insurance as specified herein. If City has not received such
certificates as set forth herein, Developer shall be in default of the Contract and City may
at its option, terminate the Contract.
Such insurance shall cover all insurable risks incident to or in connection with the
execution, performance, attempted performance or nonperformance of this Contract.
Developer shall maintain, or require its general contractor to maintain, the following
coverages and limits thereof:
Commercial General Liabilitv (CGL) Insurance
$1,000,000 each occurrence
$2,000,000 aggregate limit
Business Automobile Liabilitv 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 Autd' defined as autos owned,
hired and non-owned. Pending availability of the above coverage and at the discretion
of City, the policy shall be the primary responding insurance policy versus a personal
auto insurance policy if or when in the course of Developer's business as contracted
herein.
HOME DEVELOPER RENTAL CONTRACT Rev 7-17-13
Lancaster Corridor Redevelopment, LLC Page 35
Workers' Compensation Insurance
Part A: Statutory Limits
Part B: Employer's Liability
$100,000 each accident
$100,000 disease-each employee
$500,000 disease-policy limit
Note: Such insurance shall cover employees performing work on any and all
projects including but not limited to construction, demolition, and rehabilitation.
Developer or its contractors shall maintain coverages, if applicable. In the event
the respective contractors do not maintain coverage, Developer shall maintain the
coverage on such contractor, if applicable, for each applicable contract.
Additional Requirements
Such insurance amounts shall be revised upward at City's reasonable option and no more
frequently than once every 12 months, and Developer shall revise such amounts within
30 days following notice to Developer of such requirements.
Developer will submit to City documentation that it, and its general contractor, have
obtained insurance coverage and have executed bonds as required in this Contract prior to
payment of any monies provided hereunder.
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.
HOME DEVELOPER RENTAL CONTRACT Rev 7-17-13
Lancaster Corridor Redevelopment, LLC Page 36
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.
Professional Liability coverage shall be in force and may be provided on a claim's made
basis. This coverage may also be referred to as Management Liability, and shall protect
the insured against claims arising out of alleged errors in judgment, breaches of duty and
wrongful acts arising out of their management duties.
Developer shall require its builder to maintain builders risk insurance at the value of the
construction.
18. CERTIFICATION REGARDING LOBBYING.
Developer hereby certifies, to the best of its knowledge and belief, that:
No Federal appropriated funds have been paid or will be paid, by or on
behalf of Developer, to any person for influencing or attempting to
influence an officer or employee of any agency, a member of Congress, an
officer or employee of Congress in connection with the awarding of any
Federal contract, the making of any Federal grant, the making of any
Federal loan, the entering into of any cooperative agreement and the
extension, continuation, renewal, amendment, or modification of any
Federal contract, grant, loan or cooperative agreement.
If any funds other than federally appropriated funds have been paid or will
be paid to any person for influencing or attempting to influence an officer
or employee of any agency, member of Congress in connection with this
Federal contract, grant, loan or cooperative agreement, Developer shall
complete and submit Standard Form-LLL, "Disclosure Form to Report
Lobbying," in accordance with its instructions.
This certification is a material representation of fact upon which reliance
was placed when this Contract was made or entered into. Submission of
this certificate is a prerequisite for making or entering into this Contract
imposed by 31 U.S.C. Section 1352. Any person who fails to file the
required certification shall be subject to a civil penalty of not less than
$10,000.00 and not more than $100,000.00 for each such failure.
Developer shall require that the language of this certification be included in
all subcontracts or agreements involving the expenditure of Federal funds.
19. LITIGATION AND CLAIMS.
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Developer shall give City immediate notice in writing of any action, including
any proceeding before an administrative agency, filed against Developer in conjunction
with this Contract or the project. Developer shall furnish immediately to City copies of
all pertinent papers received by Developer with respect to such action or claim.
Developer shall provide a notice to City within 10 days upon filing under any bankruptcy
or financial insolvency provision of law.
20. NOTICE.
All notices required or permitted by this Contract must be in writing and shall be
effective upon receipt when (i) sent by U.S. Mail with proper postage, certified mail
return receipt requested or by a nationally recognized overnight delivery service; and (ii)
addressed to the other Party at the address set out below or at such other address as the
receiving Party designates by proper notice to the sending Party.
Citv
City Attorney's Office
1000 Throckmorton Street
Fort Worth, TX 76102
Attention: Leann Guzman
Telephone: 817-3 92-8973
Copy to:
Housing and Economic Development Department
1000 Throckmorton Street
Fort Worth, TX 76102
Attention: Assistant Director
Telephone: 817-3 92-7540
Copy to:
Housing and Economic Development Deparhnent
1000 Throckmorton Street
Fort Worth, TX 76102
Attention: Leticia Rodriguez, Project Coordinator
Telephone: 817-3 92-7319
Developer:
Lancaster Corridor Redevelopment, LLC
1000 Throckmorton Street
Fort Worth, TX 76102
Attn: Jesus Chapa, Manager
Telephone: 817-3 92-7540
Copy to:
Fort Worth Local Development Corporation
1000 Throckmorton Street
HOME DEVELOPER RENTAL CONTRACT Rev 7-17-13
Lancaster Corridor Redevelopment, LLC Page 38
Fort Worth, TX 76102
Attn: Jesus Chapa, Administrator
Telephone: 817-3 92-7540
21. DEVELOPER HAS LEGAL AUTHORITY TO ENTER INTO
CONTRACT.
Developer represents that it possesses the legal authority, pursuant to any proper,
appropriate and official motion, resolution or action passed or taken, to enter into this
Contract and to perform the responsibilities herein required.
22. MEMBER'S RIGHT TO CURE.
The Parties agree that Developer's Member shall have the right, but not the
obligation, to cure any default by or complete any obligation of Developer under this
Contract or the Loan Documents during the cure period or completion period provided
therein, and the Parties hereto agree to accept any such cure or completion tendered by
the Member.
23. COUNTERPARTS.
This Contract may be executed in multiple counterparts, each of which shall be
considered an original, but all of which shall constitute one instrument.
[SIGNATURES APPEAR ON NEXT PAGE]
HOME DEVELOPER RENTAL CONTRACT Rev 7-17-13
Lancaster Corridor Redevelopment, LLC Page 39
IN WITNESS
7S$'�
to be effective on the last
ATTEST:
� '
�1����� : � �` �i'1'1
City Secretary
M&C: G24976
APPR � VED AS
� iL�'�'�.,�
�
Parties have executed 4 copies of this Contract
the Parties' signatures.
OF FORT WORTH
�F'ernando Costa, Assistant City Manager
V A� `-
o�
►�A'� ��� � 1 ! 3
�r�'C�1.'�
AND LEGALITY:
-C-��, Senior Assistant City Attorney
LANCASTER CORRIDOR
REDEVELOPMENT, LLC, a Texas limited
liability company
� �
By: -G��'""
Jesus Chapa, Manager
Date: �^ % �� � 3
STATE OF TEXAS
COUNTY OF TARRANT
�.
This instrument was acknowledged before me on
Fernando Costa, Assistant City Manager of the C�i
Fort Worth. /'�
EVONIA DANIELS
Notary Public. Sfate �f Texas
My Commissfon Explres
July 10, 2017
Public, State of Texas
STATE OF TEXAS §
COUNTY OF�� �y,�y�.� §
This instrument was acknowledged before me on
;bv Jesus Chapa, Manager of Lancaster Con
limited liability company, on behalf of said lin�;
Notary
SARAH J. ODLE
MY COMMISSION EXPIRES
November 5, 2015
HOME DEVELOPER RENTAL CONTRACT
Lancaster Corridar Redevelopment, LLC
J ��1� 1� ,2013by
:y of Fort orth, on behalf the City of
J
/ �
�I V I I �
State
- � . � ��
,
;� ' .
,.�,
� i
. 2013
a Texas
Rev 7-17-13
Page 40
EXHIBITS:
Exhibit "A" — Project Summary
Exhibit "A-1" — HUD Rent Limits
Exhibit "A-2" — Environmental Mitigation Action
Exhibit "B" — Budget
Exhibit "C" — Construction and Reimbursement Schedule
Exhibit "D" — Audit Requirements
Exhibit "E" — Loan Documents
Exhibit "F" — Reimbursement Forms
Exhibit "G" — HOME Compliance Report (Multi-Family)
Exhibit "H" — Davis-Bacon Requirements - Federal Labor Standards Provisions
Exhibit "I" — Section 3 Reporting Forms
HOME DEVELOPER RENTAL CONTRACT Rev 7-17-13
Lancaster Corridor Redevelopment, LLC Page 41
ExxIBIT «A��
PROJECT SUMMARY - SCOPE OF WORK
LANCASTER CORRIDOR REDEVELOPMENT, LLC
DESCRIPTION:
The Lancaster Corridor Redevelopment, LLC. ("Developer") will use HOME Funds for a portion of the
costs to develop the Lancaster Place Apartments located in the 200 and 300 blocks of West Lancaster
Avenue, Fort Worth, Texas 76102, a new mixed use, mixed income multifamily rental development. The
project consists of the construction of a 5-story multifamily building with approximately 22,000 square
feet of commerciaUretail space on the iirst floor. The 130 rental units on the second through iifth floars
are comprised of 26 affordable units and 104 market rate units. The complex will also include the
construction of a 5-level parking garage with up to 450 spaces that will be funded by Tax Increment
Reinvestment Fund Number 8.
Developer will be entitled to make Reimbursement Requests as defined in the Contract unti130 days after
the Completion Deadiine.
In consideration for HOME Funds provided through this Contract, Developer agrees to provide the
following information and meet the following requirements:
• Designate 10 Accessible Units in accardance with Section 504 requirements. Of these 10 units, 7
must be accessible to individuals with mobility impairments, and the other 3 must be accessible to
individuals with visual or hearing impairments.
• Designate 21 floating units as HOME Units comprised of 16 High HOME Units and 5 Low
HOME Units. All of the HOME Units will be affordable to low and moderate income tenants
whose incomes are 60% or less of Area Median Income.
• HOME Rents will be charged in accordance with the rents set forth in E�ibit A-1 as published
annually by HCTD, and shall not exceed the High HOME Rent Limit.
• Submit Exhibit G- Project Compliance Report: Rental Housing regarding the household income,
size, race, ethnicity, gender of head of household, disability status, and rental assistance type at the
initial lease-up of any HOME Unit. CITY WILL WITHHOLD $50,000 OF THE HOME
FUNDS UNTIL CITY VERIFIES TFIAT AT LEAST 1 HOME UNIT IS LEASED TO A
HOME ELIGIBLE HOUSEHOLD.
• If the 21 HOME Units do not qualify as affordable rental housing immediately upon lease-up or at
any time during the Affordability Period, City may invoke any remedies provided in the Contract
or the Loan Documents.
• Submit to City a copy of its annual audit during the Affordability Period,.
SPECIFIC PURPOSE:
The specific purpose of this Development 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 provide 130 housing units of which 80% will be market rate and 20% will be
affordable to households earning at or below 80% of AMI. Twenty-one units will be designated as HOME-
assisted units.
HOME DEVELOPER RENTAL CONTRACT —Lancaster Corridor Redevelopment, LLC
n EXHIBIT "A-1"
HUD RENT LIMITS
LANCASTER CORRIDOR REDEVELOPMENT, LLC
U.S. DEPARTMENT OF HUD 04/20/2013 STATE: TEXAS
Fort Worth-Arlington, TX IIUD Metro FMR Area
2013 HOME PROGRAM RENTS
LOW HOME RENT
LIMIT
HIGH HOME RENT
LIMIT
For Information Only:
FAIIZ MARKET RENT
50% RENT LIMIT
65% RENT LIMIT
Efiiciency 1-Bdrm 2-Bdrm 3-Bdrm 4-Bdrm 5-Bdrm 6-Bdrm
606 649 778 900 1003 1108 1211
639*
517
606
768
700*
..:
.�
.,
865* 1136
865 1160
778 900
991 1136
1248 1358
1381 1588
1003 1108
1248 1358
1469
1795
1211
1469
*Rent limits are published at least annually by HUD.
HOME CONSTRUCTION CONTRACT —Lancaster Corridor Redevelopment, LLC
EXHIBIT "A-2"
ENVIRONMENTAL MITIGATION ACTION
LANCASTER CORRIDOR REDEVELOPMENT, LLC
ENERCON performed a HUD Environmental Noise Assessment (assessment) associated with
vehicular, aircraft and railroad traffic near the project site. The site currently consists of vacant grassy
ground cover lots. The assessment was requested by the City's Environmental Services Division.
Results of this assessment were in accordance with HUD's Office of Community Planning and
Development's "Noise Guidebook", and HUD's web-based application of the existing Noise
Assessment Guidelines (NAG) that calculates the Day/Night Noise Level (DNL) from roadway and
railway traffic (see �http://www.hud.�ov/offices/cpd/environment/dnlcalculatortool.cfm). The assessment
complies with the noise regulation at 24 CFR Part 51 Subpart B.
RESULTS/REQUIREMENTS :
The combined DNL result for the large tract of land is 71.50 dB, which is in the Normally Unacceptable
Range recommending 6.5 dB of additional noise attenuation. The combined DNL result for the small tract
of land is 70.57 dB, which is in the Normally Unacceptable Range recommending 5.57 dB of additional
noise attenuation.
See the attached HUD Environmental Noise Assessment.
HOME CONSTRUCTION CONTRACT —Lancaster Corridor Redevelopment, LLC
�� z'�,
October 18, 2011
Mr. Roger Grantham
Supervisor
T/PW — Environmental Services Division
City of Fort Worth
1000 Throckmorton Street
Fort Worth, Texas 76102
Re: HUD Environmental Noise Assessment
Lancaster Mixed Use Project
Lancaster Avenue and Jennings Street Area
Fort Worth, Tarrant County, Texas
ENERCON Project No. FWTHNS020
Dear Mr. Grantham:
Enercon Services, Inc. (ENERCON) is pleased to present the following letter report presenting
the findings of the noise assessment performed at the above referenced sites. The intent of the
noise assessment is to meet United States Department of Housing and Urban Development
(HUD) requirements.
PURPOSE AND SCOPE
ENERCON performed a HUD Environmental Noise Assessment (assessment) associated with
vehicular, aircraft and railroad traffic near the proposed Mixed Use Project located at Lancaster
Avenue and Jennings Street area. The site currently consists of vacant grassy ground cover lots.
The assessment was requested by Mr. Roger Grantham, supervisor with the City of Fort Worth's
Environmental Services Division, and was conducted by Mr. John Anderson, Environmental
Specialist with ENERCON.
Results of this assessment were guided by the HUD Office of Community Planning and
Development, "Noise Guidebook", and HUD's web-based application of the existing Noise
Assessment Guidelines (NAG) that calculates the Day/Night Noise Level (DNL) from roadway
and railway traffic (http://www.hud.gov/offices/cpd/environmenbdnlcalculatortool.cfm). The
assessment complies with the noise regulation 24 CFR Part 51 Subpart B.
GENERAL OBSERVATIONS AND EVALUATION PROCEDURES
The assessment was conducted for the �roposed mixed use property of office, residential, and
retail faeilities which are bound by 15` Street to the north, Throckmorton Street to the east,
Lancaster Avenue to the south, and by Monroe Street to the west. The site was visited on
October 4, 2011 by ENERCON. ENERCON was provided a proposed site plan for the new
facility fronting Lancaster Avenue, between Throckmorton Street to the east and Monroe Street
to the west. Distances to roads and stop signs from the site property line were measured based on
F.2Pr3t3 Fczr�.t7vcrd ,Srttte ZD�t.� .l�atlQs, TX�.7.S234. , x ��-� �)T2;4tiq�:33a4 '=�:.t 9?.2�:4A�F.�A33�. �nercafi.cc�m �.
the proposed site plan. Because the proposed facility consists of two tracts of land separated by
Jennings Avenue, ENERCON determined distances to roads, stop signs, and railroad
crossings/tracks from the two areas. The areas were also observed for barriers, traffic patterns,
road grade, railroad crossings and general noise activity. The data presented in this report
represents a collection of information accumulated from phone and personal contacts as well as
access to governmental agency and industrial association websites.
NOISE SOURCES
1. There were no contributing Airport Noise Sources
2. Contributing Road Sources consisted of Lancaster Avenue, Throckmorton Street,
Jennings Avenue, Monroe Street, Taylor Street, Lamar Street, and 13'h Street.
3. Information far Railroad Sources located approximately 600 feet to the south were
provided by Mr. Clint Schelbitzki, Director of Public Affairs for the Union Pacific
Railroad.
TRAFFIC COUNT DATA
Year 2030 traffic count projections were obtained from the North Central Texas Council of
Governments (NCTCOG) far Lancaster Avenue, Throckmorton Street, Jennings Avenue,
Monroe Street, Taylor Street, Lamar Street, Houston Street and 13`h Street. Traffic count
projections and historical data were not available for IH-30, located approximately 775 feet to
the south of the subject site from NCTCOG, the City of Fort Worth Transportation and Public
Works Department (TPW), ar the Texas Deparhnent of Transportation (TXDOT). The data
obtained from NCTCOG did not specify the percentage of traf�c by vehicle type; therefore,
medium trucks were counted as automobiles. Based on previous vehicle classification studies
conducted on behalf of the City of Fort Worth, heavy truck traffic represents 3 percent of the
average daily traffic in the study area.
RESULTS
The combined DNL result for the large tract of land is 71.50 dB, which is in the Normally
Unacceptable Range recommending 6.5 dB of additional noise attenuation. The combined
DNL result for the small tract of land is 70.57 dB, which is in the Normally Unacceptable
Range recommending 5.57 dB of additional noise attenuation.
ENERCON appreciates this opporlunity to provide the City of Fort Worth our professional
environmental consulting services. If you have any questions or comments, please do not
hesitate to call me at (972) 484-3854.
r� � � �
John G. Anderson
Environmental Specialists
�
Darren D. Lovvorn, P.G.
Project Manager
2
EXHIBIT "B"
BUDGET
LANCASTER CORRIDOR REDEVELOPMENT, LLC
SOURCES AND USES
I I Lancaster Corridor Redevelopment,
Development Name: LLC
HOME Funds Budget
Pre-Development Costs $50,000.00
Soft Costs $1,300,000.00
Hard Construction Costs $550,000.00
Final Punch List/Final HED Inspection $50,000.00
Holdback* $50,000.00
TOTAL $2,000,000.00
* The City will withhold $50,000 of its HOME Funds until the City verifies a HOME Unit is leased to a HOME Eligible Household.
These costs will be associated with Hard Construction Cost and/or Final Punch List identified in Exhibit "C".
HOME CONSTRUCTION CONTRACT — EXHIBITS
Lancaster Corridor Redevelopment, LLC
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EXHIBIT "D"
AUDIT REQUIREMENTS
LANCASTER CORRIDOR REDEVELOPMENT, LLC
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 Aa+diting 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 CYedits
All organizations that receive a City of Fort Worth award must submit the provided Audit Certification Form
which certifies whether you are subject to a single/program audit. Organizations receiving federal awards
from the City of Fort Worth who are not required to have an audit shall certify in writing to the agency.
The organization's Chief Executive Officer or Chief Financial Officer shall make the certification within
60 days of the end of the organization's fiscal year in the year that the project was completed.
The following items should be submitted to the City of Fort Worth Housing and Economic Development
Deparhnent within the required timeframe:
HOME CONSTRUCTION CONTRACT — EXHIBITS
Lancaster Corridor Redevelopment, LLC
" Due 60 days after organization's fiscal year end in the year that the project was completed: (required for all
subrecipients)
Completed Audit Certification Form
Due within the earlier of 30 days after recei�t of the auditor's report or nine months after the end of the audit
ep r�od•
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, 8i questioned
costs contained in the audit report and management letter, including a detailed corrective
action plan
Failure to submit any of these items by the required due date may result in holds on current draw
requests, suspension of the organization's contract(s) and eligibility for future funding.
If the organization does not meet the requirements of having a single/program audit conducted, records
must still be kept available for review or audit by City of Fort Worth staff (OMB A-133 Subpart B Sec 200(d).
If additional information is needed concerning the audit requirements, please call (817) 392-6141.
HOME CONSTRUCTION CONTRACT — EXHIBITS
Lancaster Corridor Redevelopment, LLC
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 Aacditing 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 Reportin� Based on an Audit of Financial
Statements Performed in Accordance With GovernmentAuditing Standards. (OMB A-133 § 505 (b))
Report on Compliance with Requirements Applicable to Each Major Program and Internal Control over
Compliance in Accordance with OMB Circular A-133. (OMB A-133 § 505 (c))
Schedule of Findin sg and Questioned Costs (OMB A-133 §. SOSd), including: Summary Schedule of Prior Audit
Findin�s 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 recomrnendations included in
management letter, including a corrective action plan.
HOME CONSTRUCTION CONTRACT — EXHIBITS
Lancaster Corridor Redevelopment, LLC
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.
❑ We did not exceed the $500,000 federal expenditure threshold required for a Singie Audit or a Program
Speci�c Audit to be performed this fiscal year. (Fill out schedule below)
Must be filled otct if Single Audit or Program Audit is not required:
Federal Expenditure Disclosure
Federal Funds
Pass Through
Federal Grantor Grantor
Total Federal Expenditur•es for this Fiscal Year
Printed Name
Authorized Signature (Must be CFO, CEO or equivalent)
Program Name & Contract
CFDA Number Number Expenditures
�
Title (Must be CFO, CEO or equivalent)
Phone Number
Date
Failure to submit this or a similar statement or failure to submit a completed single audit package as
described in the audit requirements by the required due date will result in suspension of funding and will affect
eligibility for future funding.
Sc�bmit this form to the City of Fort Worth Housing and Economic Developrnent Department within 60 days after the end of yoa�r
Fiscal year
HOME CONSTRUCTION CONTRACT — EXHIBITS
Lancaster Corridor Redevelopment, LLC
EXHIBIT "E"
LOAN DOCUMENTS
LANCASTER CORRIDOR REDEVELOPMENT, LLC
HOME CONSTRUCTION CONTRACT — EXHIBITS
Lancaster Corridor Redevelopment, LLC
Promissory Note
HOME Funds
Date: July �, 2013
Borrower: Lancaster Corridor Redevelopment, LLC
Borrower's Mailing Address:
Lancaster Corridor Redevelopment, LLC
1000 Throckmorton Street
Fort Worth, TX 76102
With a copy to:
Fort Worth Local Development Corporation
1000 Throckmorton Street
Fort Worth, TX 76102
Attention: Jesus Chapa
Lender: City of Fort Worth, a T
Place for Payment:
City of Fort Worth Housing and
Attention: Assistant Director
1000 Throckmorton Street
Fort Worth, Tarrant County, Texas
designate in writing.
Principal
$2,000,000.00
pal corporation
Department
102, or any other place that Lender may
►utnority: ��
Tfi loan eviderice�by this Note (the "Loan") is being made pursuant to the
HCS ��'� �. Investment ��Partnerships Program authorized under Title II of the
Cranstt� �aGonzalez l�ational Affordable Housing Act of 1990, as amended, 42
�.
USC 12 �et seq; ,�"HOME Program") and the HOME Investment Partnerships
�
�
Program F�n��<�iile, as amended, 24 CFR Part 92 et seq. (the "HOME
Re�ulations"1 `�%ith HOME funds.
Annual Interest Rate: 0%
Maturity Date: The expiration of the Affordability Period described in City
Secretary Contract No. dated July _, 2013 between the
Borrower and Lender (the "Contract") for the Lancaster Place
Apartments subject to the requirements of the Subordination
Agreement described below.
PROMISSORY NOTE — HOME FiTNDS Page 1
Lancaster Corridor Redevelopment, LLC rev7-18-13
Annual Interest Rate on Matured, Unpaid Amounts: 12%
Terms of Payment:
The Principal Amount is a forgivable deferred payment loan. The Principal
Amount will be forgiven at the rate of 5% per year for each year of the
Affordability Period provided that all Affordability Requirements described in the
Contract are met and Borrower is not otherwise in default of the terms of this
Note or the Deed of Trust described below. Payment of the Principal Amount
will only be required if any of the following conditions occur: The project is not
maintained and operated as affordable housing as described in the Contract for the
duration of the Affordability Period or Borrower does not comply with the other
terms of this Note.
This Note is the Note required in the Cc���ct and has been executed and
delivered in accordance with the Contrac�� �The funds advanced by Lender are
HOME funds and the Contract reqmres t��t the 21��residential rental units assisted
with HOME funds located on the Properf��'�d mo�r���articularly described in the
Contract (the "HOME Units") must qualify �n�. ��inain affordable rental housing
in accordance with the HOME Program and th� �IOME Regulations for the 20
year Affordability Period as defined in the Contrac� ��'he obligations described in
the Contract pertaining to the HOME Program a�zt� ��e HOME Regulations
including the Affordability Period as well as the Loan �videnced by this Note will
be in default if HOME Units do not remain affordable rental housing for the
duration of the �.��ck�bility Period. In the event of such default, Lender may
invoke any x���edies��p��vided in the Contract or the Deed of Trust Security
AQreemen� F�'� .�.ncin� ��tement for default.
Security for Payment: �
This Note will be secu
Statement from Borrower to V�
"Deed of Trust") as set forth in
by a Deed of Trust Security Agreement - Financing
��Ganske, Trustee or Leann D. Guzman, Trustee (the
C�tract which covers the following real property:
Being 0.531 of an acre of land situated in and being a portion of Lots 1-17, Block
W, Daggett's Addition (unrecorded) to the City of Fort Worth, Tarrant County,
Texas, and also being a portion of Lot 3 and all of Lot 4, Block 4, Jennings East
Addition (unrecorded), all being conveyed to the City of Fort Worth, according to
the following deeds; Lots 2-4 of said Block 4, being conveyed in County Clerk's
(C.C.) #D211138647, Deed Records of Tarrant County, Texas (D.R.T.C.T.); Lots
1-2 of said Block W, being conveyed in Volume 2630, Page 337, D.R.T.C.T; Lots
3-6 of said Block W, being conveyed in Volume 2473, Page 156, D.R.T.C.T; Lot
7 of said Block W, Being conveyed in Volume 2458, Page 73, D.R.T.C.T.; Lots
8-11 of said Block W, being conveyed in Volume 2606, Page 54, D.R.T.C.T.;
Lots 12-14 of said Block W, being conveyed in Volume 2510, Page 569,
D.R.T.C.T.; and Lots 15-17 of said Block W, being conveyed in C.C.
#D2ll 138647, D.R.T.C.T; said 0.531 of an acre of land being more particularly
PROMISSORY NOTE — HOME FITNDS Page 2
Lancaster Corridar Redevelopment, LLC rev7-18-13
described in the attached Exhibit "A" incorporated herein by reference for all
purposes (the "Property").
Other Security for Payment: As set forth in the Contract
If the Principal Amount is not forgiven, Borrower promises to pay to the order of
Lender the Principal Amount plus any interest. 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 the Maturity Date, Borrower promises to pay any unpaid principal
balance plus interest at the Annual Interest Rate on Matured, Un��i��lmounts.
If Borrower defaults in the payment of this Note�aor the performance of its
obligations under the Contract or the HOME Program or �ie HOM :�egulations or in the
performance of any obligation in any instrument securi�g or coll�e�ra1 to this Note,
Lender may declare the unpaid principal balance, earned interest, and arr��,other amounts
owed on the Note immediately due and payable. Borrower and each sur��r� endorser,
and guarantor waive all demand for payment, presentation for paym��i;�notice of
intention to accelerate maturity, notice of acceleration of maturity, protesf;� and notice of
protest, to the extent permitted by law.
Notwithstanding anything to the� ctir�i�'a��, if a monetary event of default occurs
under the terms of any of the Loan docum��ts, prir�r-t��xercising any remedies Lender shall
give Borrower and Borrower' Member, a�'��den#�fied ����ower's Company Agreement
dated December 1, 2011, as may be ari�fided fron��"�time to time (the "Company
Agreement"), simultaneous written notice of�uch default. Borrower and its Member on
behalf of Borrower shall have a period of 7 day�,,a�er such notice is given within which to
cure the default prior to exercise of remedie� y Lender under the Loan documents.
Notwithstancl�n� ��thing to the contrary, if a non-monetary event of default occurs under
the terms�c���i�`o���b�oan documents, prior to exercising any remedies, Lender shall give
Borrow� and its Meirit��i�as identified in the Company Agreement, simultaneous written
noti�e a��ch default. If�.e default is reasonably capable of being cured within 30 days,
Borrower an �ts Member onbehalf of Borrower shall have such period to effect a cure prior
to exercise of r�� ,, edies by I,,�der under the Loan documents. If the default is such that it is
not reasonably �cap�ble of b��ing cured within 30 days, and if Borrower or its Member on
behalf of Borrow�r �a) ��iitiates corrective action within said period, and (b) diligently,
continually, and in goad�faith works to effect a cure as soon as possible, then Borrower or its
Member as the case °may be ,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.
PROMISSORY NOTE — HOME FiJNDS Page 3
Lancaster Corridor Redevelopment, LLC rev7-18-13
Notices provided by Lender to Borrower's Member shall be provided to the
following:
Member:
Fort Worth Local Development Corporation
1000 Throckmorton Street
Fort Worth, TX 76102
Attn: Jesus Chapa, Administrator
Telephone: 817-392-7540
With copy to:
City Attorney's Office
1000 Throckmorton Street
Fort Worth, TX 76102
Attention: Leann Guzman
Telephone: 817-3 92-8973
Housing and Economic Development Deparhnent
City of Fort Worth
1000 Throckmorton Street �
Fort Worth, TX 76102 � ������
Attention: Assistant Director � � � ���
Telephone:817-392-7540 �� r�� -w�°�=
Notices given to Grantor's Mer
addresses listed above, or to such other
Lender. Each such notice or other corru
sent by U. S
stage prepaid and by
be in writing and delivered to the
� they designate by written notice to
shall be effective upon receipt when
mail, return receipt requested; or by a
delivery service.
costs if
These e
-er also
ote is x
Matured, Unpa�d�
demand at the PT�
debt evidenced by
> to pay reasonable attorney's fees and court and
the hands of an attorney to collect or enforce the
other
Note.
bear in.t�rest from the date of default at the Annual Interest Rate on
nount�'� Borrower will pay Lender these expenses and interest on
��o��ayment. These expenses and interest will become part of the
��c%te and wili be secured by any security for payment.
Interest on the debt evidenced by this Note will not exceed the maximum rate or
amount of non-usurious interest that may be contracted for, taken, reserved, charged, or
received under law. Any interest in excess of that maximum amount will be credited on
the Principal Amount or, if the Principal Amount has been paid, refunded. On any
acceleration or required or permitted prepayment, any excess interest will be canceled
automatically as of the acceleration or prepayment or, if the excess interest has already
been paid, credited on the Principal Amount or, if the Principal Amount has been paid,
PROMISSORY NOTE — HOME FiTNDS Page 4
Lancaster Corridor Redevelopment, LLC rev7-18-13
refunded. This provision overrides any conflicting provisions in this Note and all other
instruments concerning the debt.
Each Borrower, as applicable, 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
payrnent to the prior payment in full of the indebtedness evidenced by a promissory note
made by Borrower payable to Borrower's construction and/or permanent lenders (the "Senior
Indebtedness") as mare particularly described in an Intercreditor and Subordination
Agreement to be entered into between Lender, Borrower and the senior lenders (the
"Subordination Agreement"), to the extent and in the zri er provided in the Subordination
Agreement. The Deed of Trust that will secur�this��ote is and shail be subject and
subordinate in all respects to the liens, terms� ��enants� and conditions of the mortgage
securing the Senior Indebtedness as more fu11y's�i�f�rth �t V�he Subardination Agreement.
The rights and remedies of the payee and each subseq����oldei of this Note under the Deed
of Trust securing this Note are subject to the restrictio �r� and limitations set forth in the
Subordination Agreement. Each subsequent holder of this �"� shall be deemed, by virtue of
such holder's acquisition of the Note, to have agreed to perfori� =d�observe all of the terms,
covenants and conditions to be performed or observed by the ����ordinate Lender under the
�
Subordination Agreement.
Subject to th='�terms��o the Subordination Agreement and any cure periods
provided in the dc�etu� �ts evid cing the Senior Indebtedness, if there is a default in
payment of any part of p��cipal�c�� interest of the Senior Indebtedness or a breach of any
covenants contained in any n�ttrtimenfs sec�ng it, the debt evidenced by this Note will
immediately become payable��,��`t�option �of Lender. If Borrower fails to perform any of
Borrower's obligations in the prt� ssory note evidencing the Senior Indebtedness or in
� �..
any instruments securing same, �i d 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
PROMISSORY NOTE — HOME FiJNDS Page 5
Lancaster Corridor Redevelopment, LLC rev7-18-13
assigned for the benefit of creditors other than the holder(s) of the Senior Indebtedness;
(5) a bankruptcy or insolvency proceeding is commenced by Borrower or an Other
Obligated Party; (6) (a) a bankruptcy or insolvency proceeding is commenced against
Borrower or an Other Obligated Party and (b) the proceeding continues without dismissal
for 90 days, the party against whom the proceeding is commenced admits the material
allegations of the petition against it, or an order for relief is entered; (7) any of the
following parties is dissolved, begins to wind up its affairs, is authorized to dissolve or
wind up its affairs by its governing body or persons, or any event occurs or condition
exists that permits the dissolution or winding up of the affairs of any of the following
parties: (i) Borrower, or (ii) an Other Obligated Party; and (8), �y��ollateral Security is
materially impaired by loss, theft, damage, levy and execu�3�n, issuance of an official
writ or order of seizure, or destruction, unless it is
with insurance
proceeds, collateral security of like kind and quality or r�;s�ored ta:il�,former condition.
,,�
The execution and delivery of this Note are required under the G� �ract.
����: �' �� .�
If any provision of this Note conflicts with any provision of the ontract, the
Deed of Trust or any other document evidencing the same transaction between Lender
and Borrower, the provisions of the �ontract will govern to the extent of the conflict.
This Note will be construed
of the state of Texas without regard to
choice-of-law rules of any jurisdiction.
This Note is a nonrecourse
of
. Neither Borrower nor its
liability for repayment of the Loan
der under the Loan documents for
s against the Security for Payment.
Member nor any other party shall have any ��
described in the Contract. The sole recourse
repayment of the Loan shall be the exercise of
)F PAGE INTENTIONALLY LEFT BLANK)
PROMISSORY NOTE — HOME FUNDS Page 6
Lancaster Corridor Redevelopment, LLC rev7-18-13
THE CONTRACT, THE NOTE AND THE DEED OF TRUST
CONSTITUTE THE FINAL AGREEMENT OF THE PARTIES AND MAY NOT
SE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
LANCASTER CORRIDOR
LLC, a Texas limited liability co
I�
Jesus Chapa,
PROMISSORY NOTE — HOME FUNDS
Lancaster Corridor Redevelopment, LLC
REDEVELOPMENT,
Page 7
rev7-18-13
Exhibit A
Property Description
Being 0.531 of an acre �f fand situated in and being a portion of Lots I-17, Block W, Daggett's Addition (unrecorded) to the City
of Port Worth, Tarrant County, Texas, and alsa being a portion of Lot 3 and ali of Lat 4, Block 4, Jennings East Addition
(unrecorded), atl being cnnveyed to the City af Fart Worth, according to the foliowing deeds; Lots 2-d of said Block d, heing
conveyed in County C(erk's (C.C.) #D2I 113$b4i, Deed Records of Tarrant County, Teacas (D.RT.C.T.}; Lots f-2 af said Biock W,
bein� conveyed in Votume 2630, Page 337, D.R.T.C.T.; Lots 3-fi of said Btack W, being conveye� in Votume 2473, Page l56,
D.R.T.GT.; Lat 7 af sa'rd Black W, being canveyed in Volume 2458, Page 73, D.R.T.C.T.; Lots 8-11 of said Biock W, being
conveyed in Vohtme 2648, Page 54, D.RT.C.T.; Lots 12-14 of said Block W, being cor�veyed in Volume 251U, Page 569,
D.R.T.C.T.; and Lots 15-l7 af said Block W, being canveyed in C.C. #D21 1 t3Rb47, D.R.T.C.T; said 0.53 [ of an acre oi land
being more particttlarty described by metes and bounds as fotlows:
BEGINi�iING at a`;SC" cut fotcnd in concrete at the common west comer of said Lots 3 and 4 of said Btock 4, being in Ehe east
Right-of-Way tine of Jennings Avenue (94 feet in width} and being in the west Iine of said �ity af Fort Worth property;
THEiriCE N 89°34'07" E, over and across said City of Fort Worth eract, along the cnmmon tine of said lots, a distance oi bU.00
feet to a PK nait found in asphalt for the cotnmon east camer of said (4ts, also being the narthwest corner of said Lot t, B(ack 1�V
and the south line of W. 15th Street (a variable width R-O-W) and also being an interiar "et(" corner of said City of Fort Worth
property, from which a PK nail found in the east tine of said Lot 5, bears N 00°27'40" E, 6.79 feet:
T'HENCE S 87°54'OT' E, atong the north line of said City of Fart Worth property and said Lots 1 thru t 7 of said Bioek W, at
35Q.13 feet passing a 5/8 inch iron rad �vith unreadabte eap, faunti at the common north corner �f said Lots 14 and i5, and
continuing along said line in all, a distance of 409.85 feet to an "X" cut set in conerete in the norttt line of said Lot 17;
THENCE S 01�5?'21" W, teaving said line over and across s$id Lot 17 and said City of Fort Worth tract, a distance of 45.90 feet
to an "X" cut set in concrete;
THE(VCE S 13�03'S8" W, continuing over and across said Lot 17 and said City af Fart Worth property, a distance of 39t feet to
an "X"' cut set in concrete;
THENCE N 87�52'S8" W, continuing over and acrass said Lot I thru 1'7 and said City of Port Worth tracts, at 56.93 feet passing a
"V" cut found in concrete in the cammon tine of said Lots t4 and I5, at 40�.l� feet passing a 5/R inch iron rod recovered with cap
stamped "TNP" in lhe �vest line of said Lot I, also being the cornmon east camer of said Lots 2 and 3 of said Btoctt 4 and
cantinuing over and acrrsss said Lat 3, in all a distance af 434.11 feet, from whieh an "X" cut found in concrete bears
N 89°09'35" W, b.69 feet;
TRENCE N 01415' 13" E, continuing over and acrass said Lot 3 and said City of Fort Worth tract, a distance of 5.86 feet to an "X"
cut set in concrete;
THENCE N 87°56'03" W, continuing aver and across said Lot 3 and said City of Fort Worth tract, a distance oF 33.0� feet to the
west line of said Lat 3, also being the east R-O-W line of said Jennings Avenue, from which an "X" cut found in concrete, bears S
48°02'33" W, 0.37 feet;
THEIYCE N 00°35'S4" W, atong said east R-C}-W line along the wesk line of said Lots 3 and 4 of said Block 4 and alang the wesi
line of said City of Fort Worth p�operty, a distance of 4!_b3 fe�t to the !'OlNT OF BEGINNlNG and cantaining 23,133 square
feet or �.531 of an acre ati land.
The Deed of Trust referred to in this Contract will be negotiated between the Parties
and Developer's construction and permanent lenders prior to the closing of
Developer's construction loan.
EXHIBIT "F"
REIMBURSEMENT FORMS
LANCASTER CORRIDOR REDEVELOPMENT, LLC
HOME CONSTRUCTION CONTRACT — EXHIBITS
Lancaster Corridor Redevelopment, LLC
Attachment I
INVOICE
Agency: Lancaster Corridor Redevelopment, LLC
Address:
City, State, Zip:
1000 Throckmorton Street
Fort Worth, TX 76102
Project: Lancaster Mixed Use Development
Period of Service:
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:
HOME CONSTRUCTION CONTRACT — EX�IIBITS
Lancaster Corridor Redevelopment, LLC
Attachment II
City of Fort Worth
Housing and Economic Development Department
Expenditure Worksheet
Developer: Lancaster Corridor Redevelopment, LLC
Project: Lancaster Place Project
� � � _
Li�e I�I�. . < i3��� : �iec��ta,.,. : Pa e� r�r,B�n��c��� ' ;:. ,. . .. _ I?�s� t��z��_ . � � , � _ ,; �mau�t .. . f
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
*Payroll must identify employee. Rent must identify tenant. Other payments should identify individuals, if
applicable.
HOME CONSTRUCTION CONTRACT — EXHIBITS
Lancaster Corridor Redevelopment, LLC
EX�IIBIT "G"
PROJECT COMPLIANCE REPORT: RENTAL HOUSING
LANCASTER CORRIDOR REDEVELOPMENT, LLC
HOME CONSTRUCTION CONTRACT — EXHIBITS
Lancaster Corridor Redevelopment, LLC
PROJECT COMPLIANCE REPORT: RENTAL HOUSING
Project Name: ConVact #: Ovmer Name:
Reporting Period: Fmm To
# of HOME-Assisted Units: # of High HOME Units Required: # of Low HOME Units Required: _
'Ali date taported ahould be consiatant wRh requlrements described in contract and eny amendmente
EXHIBIT "G"
LoworHgh #of DateofLast Und TenanYs %of other
HOME Persons Income Utildy Monthty Annual Median Hispanic9 Race Assistanca Typeof
Lease date Unfl Number Rent Unk1 Tenant Name in HH # of BRs Cetlifc�atbn Max Rent AOowance Rent Gmss Income T e household
TypeofHouaahoitl OfherAssiaWnceTypa Raca
se�acc �eiecc
7 Single, nonelderly 1 Section e
2 EldeAy 2 HOME TBRA
3single 30theffederal,s�ate,
J Two parents or local assistanca
5 Olher 4 No a551stsnca
t White
2 Blatk/ Airican Amelican
3 Asfan
4 Amarican Indlan/Alaskan Native
5 Native HaWaIIaNOlher Patlfic islander
Low HOME rents may not excaetl 30%af tha adJustad Iricome ofhouseholds at W%of area median
incoma, ad'pisted for housahold size and adjusted for tanant-pald utililias. Additlonally, low HOME rents
may nol exceed the High HOME sfandard (xfikh may be capped by Ne FMR). At teese 20%of HOh9E
units In pro]ec4a wilh 5 or more HOME-assislad units must hava Iow HOME ren4s.
High HOME rents apply to all other H0A1E-essiled units and are caiculated as the lessar of tha Section
8(Cholce Vouchar) Fair Markat Rent w 30%of adJustetl rtronNly Income for households a165%are
medlan Incama, adJuslad tw housahold size, and adJusted for Iananbpaid utiiltias.
eolh sets of renls are publishad by HUD, aM both Ilmil the local con4acl rent InUuding rentai
asystance, axcept for pro7acFbased aulstsnce for Ne Low HOME rent uMts.
8 American IndlanlAiaskan Nativa 8 White
7 Asian 8 Whita
e BlackB White
B American IndiaNAlaskan Native & Biack
10 Ofhar
Ced�cation: The wulersgned, hereby, gives assurance that to ihe best o( my knowledga and belief, �he dala inciuded
in Ihis report is true and accurate, and if is a non-pmfd agency, has been approved by the goveming body of the organizalion
priorto submission.
This completed aM sgned documentshould be submitted to the Cdy annually peryourcontred. A copy should be retained in yourfdes.
Tdle:
Print Name:
Signature:
Date:
f7�iL
EXHIBIT "H"
DAVIS-BACON REQUIREMENTS - FEDERAL LABOR STANDARDS PROVISIONS
LANCASTER CORRIDOR REDEVELOPMENT, LLC
HOME CONSTRUCTION CONTRACT — EXHIBITS
Lancaster Corridor Redevelopment, LLC
Federal Labor Standards Provisions u.S. Department of Housing
and Urban Development
Office of Labor Relations
Appllcablllty
The Project or Program to which the construction work
covered by this contract pertains is being assisted by the
United States of America and the following Federal Labor
Standards Provisions are inGuded in this Contract
pursuant to the provisions applicable to such Federal
assistance.
A. 1. (1) Minimum Wages. Ail laborers and mechanics
employed or working upon the site of the work, will be paid
unconditionaily 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 ot wages
and bona fide iringe benefits (or cash equivalents thereof)
due at time of payment computed at rates not less than
those contained in the wage determination of the
Secretary 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 reasanably anticipated for bona fide fringe benefits
under Section I(b)(2) of the Davis-Bacon Act on behalf of
laborers or mechanics are considered wages paid lo such
laborers or mechanics, subject to the provisions of 29 CFR
5.5(a)(1)(iv); also, regular co�tributions made or costs
incurred for more than a weekiy 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, wiihout
regard to skill, except as provided in 29 CFR 5.5(a){4j.
laborers or mechanics performing work in more than one
classification may be compensated at the rate specified for
each classification for the time actually worked therein:
Provided, That the employer's payroll records accurately
set forth the time spent in each ciassification in which
work is performed. The wage determination (including any
additional ciassification 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 easiiy seen by the
workers.
(II) (a) Any class of laborers or mechanics which is not
listed i� the wage determination and which is to be
employed under the
conformance with the
approve an additional
fringe benefits therefor
have been met:
contract shall be classified in
wage determination. HUD shall
classification and wage rate and
only when the following criteria
(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 determi�ation.
(b) If the contractor and the laborers and mechanics to be
employed in the classification (ii 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
of 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. Departmeni of
Labor, Washington, D.C. 20210. The Adminisirator, 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
notify HUD or its designee within the 30-day period that
additional iime is necessary. (Approved by the Office of
Management and Budget under OMB control number 1215-
0140.)
(c) In the event the contractor, lhe laborers or mechanics
to be employed in the classificaiion 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 appropriaie),
HUD or its designee shali refer the questions, including
the views of all interested parties and the recommendation
of HUD or its designee, to the Administrator for
determination. The Administrator, or an authorized
representative, will issue a determination within 3� days of
receipt and so advise HUD or its desig�ee 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 (inciuding fringe benefits where
appropriate) determined pursuant to subparagraphs
(1)(ii)(b) or (c) of this paragraph, shall be paid to ali
workers performing work in the classification under this
contract from the first day on which work is performed in
the classification.
(I11) Whenever the minimum wage rate prescribed in the
contract for a class of laborers or mechanics (ncludes a
fringe benefit which is not expressed as an hourly rate, the
contractor shali 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
ar other third person, the contractor may consider as part
form HUD-d010 (06/2009)
Previous editions are obsoiete Page 1 of 5 ref. Handbook 1344.1
of the wages of any taborer or mechanic the amount of any
costs reasonably anticipated in providing bona fide fringe
benetits 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 Controi Number 1215-0140.)
2. Wlthholding. 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 ihe contractor under this
contract or any other Federal contract with the same prime
contractor, or any other Federally-assisted coniract
subject to Davis-Bacon prevailing wage requirements,
which is held by the same prime contractor so much ot the
accrued payments or advances as may be considered
necessary to pay laboters and mechanics, including
apprentices, trainees and helpers, employed by the
contractor or any subcontractor the fuli amo�nt of wages
required by the contract In the event of failure to pay any
Iaborer or mechanic, inciuding 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
necessary to cause the suspension of any further
payment, advance, or guarantee of funds until such
violations have ceased. HUD or its designee may, afier
written notice to the contractor, disburse such amounts
withheid for and on account of the contractar 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 Acl
cantracts.
3. (I) Payrolis and basic records. Payrolls and basic
records relating thereto shali be maintained by the
contractor during the coursa of the work preserved for a
period of th�ee years thereafter for all laborers and
mechanics working at the site of the work. Such records
shall contain the name, address, and social security
number of each such worker, his or her correct
classification, hourly rates of wages paid (including rates
of cantributions or costs anticipated for bona fide fringe
benefits or cash equivaients thereot 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
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 ot the appreniices and
trainees, and the ratios and wage rates prescribed in the
applicable programs. (Approved by the Office of
Management and Budget under OMB Controi Numbers
1215-0140 and 1215-0017.)
(II) {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 payrolis to the applicant
sponsor, or owner, as the case may be, for tra�smission to
HUD or iis designee. The payrolis 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 fuli
social security numbers and home addresses shall noi be
inciuded on weekly transmittals. Instead the payrolis shall
only need to include an individually identifying number for
each employee (e.g., the last four digits of the empioyee's
social security number). The required weekly payroll
information may be submitted in any form desired.
Optional Form WH-347 is avaiiable for this purpase from
the Wage and Hour Division Web site at
htto:/lwww.dot.qov/esa/whd/forms/wh347instr.htm or its
successor site. The prime contractor is responsible for
the submissinn of copies of payrolis by all subcontractors.
Contractors and subcontractors shail mainiain the fuil
sociai 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 payrolis to the applicant
sponsor, or owner, as the case may be, for transmission to
HUD or its designee, the coniractor, or lhe Wage and Hour
Division of the Department of Labor for purposes of an
invesiigation or audit of compliance with prevailing wage
requirements. It is not a violation af this subparagraph for
a prime contracior to require a subcontractor to provide
addresses and social secu�ity numbers to the prime
contractor for its own records, without weekly submission
to HUD or its designee. (Approved by the Oftice of
Management and Budget under OMB Control Number
1215-0149.)
(b) Each payroll submitted shal► be accompanied by a
"Statement of Comptiance," signed by the contractor or
subcontractor or his or her agent who pays or supervises
laborer or mechanic include the amount of any cosis the payment of the persons employed under the contract
reasonably anticipated in providing benefits under a plan and shall certify the following:
or program described in Section I(b)(2)(8) of the Davis- ��) That the payroll for the payroll period contains the
Bacon Act, the contractor shall maintain records which information required to be provided under 29 CFR 5.5
show that the commitment to provide such benefits is
enfarceable, that the lan or (a)(3)(ii), the appropriate information is being maintained
p program is fina�cially under 29 CFR 5.5(a)(3)(i), and that such i�formation is
responsible, and that the plan or program has been correci and complete;
Previous editions are obsolete form HUD-d010 (�6/2009)
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 (ull weekly wages
earned, without rebate, either directly or indirectly, and
that no deductions have been made either directiy or
indirectty 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 iess
than the applicable wage rates and fringe benefits or cash
equivalents 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 io civil or criminal
prosecution under Section 1001 of Title 18 and Seclion
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
of Labo�, and shail 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 availabie, HUD or its designee
may. after wriiten notice to the contractor, sponsor,
applicant or owner, take such action as may be necessary
to cause the suspension of any further payment, advance,
or guarantee of tunds. Furthermore, failure to submit the
required records upon request or to make such records
available may be grounds tor debarment action pursuant to
29 CFR 5.12.
4. Apprentices and Tralnees.
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 classitication oi 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 houriy
rate) specified in the contractor's or subcontractor's
registered program shail be observed. Every apprentice
musl be paid at not Iess than the rate specified in the
registered program for the apprentice's levet 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 fuli amount of fringe benefits
listed on the wage determination for the applicabie
classification. If Ihe Administrator determines that a
different practice prevails for the applicabie apprentice
classification, fringes shail be paid in accordance with that
determination. In the event the Office of Apprenticeship
Training, Employer and Labor Services, or a Staie
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.
(ii) Trafnees. 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 uniess they are
employed pursua�t ',to and individually registered in a
program which has received prior approval, evidenced by
(t) Appre�tices. Apprentices witl be permitted to work at formal certification by the U.S. Department of Labor,
less than the predetermined rate for the work they Employment and Training Administration. The ratio of
performed when they are empioyed pursuant to and trainees to journeymen on the job site shail not be greater
individually registered in a bona fide apprenticeship than permitted under the pian approved by the
program registered with the U.S. Qepartmeni of Labor, Employment and Training Administration. Every irainee
Employment and Training Administration, Ofiice of must be paid at not less than the rate specified in the
Apprenticeship Training, Employer and Labor Services, or approved program for the trainee's level of progress,
wiih a State Apprenticeship Agency recognized by the expressed as a percentage of the journeyman hourly rate
Office, or if a person is employed in his o� her first 90 specified in the applicable wage determination. Trainees
days of probationary employment as an apprentice in such shall be paid fringe benefits in accordance with the
an apprenticeship program, who is not individually provisions of the trainee program. If the trainee program
registered in the program, but who has been certified by does �ot mention fringe benefits, trainees shall be paid
the Office of Appre�ticeship Training, Employer and Labor the full amount of iringe benefits listed on ihe wage
5ervices or a State Apprenticeship Agency (where determination u�less the Administrator of the Wage and
appropriate) to be eligible for probationary empioyment as Hour Division determines that there is an apprenticeship
an apprentice. The allowable ratio of apprentices to Program associated with the corresponding journeyman
journeymen on the job site in any craft classification shall wage raie on the wage determination which provides for
not be greater than the raiio permitted to the contractor as less than full fringe benefits for apprentices. Any
to the entire work force under the registered program. Any empioyee listed on the payroll at a trainee rate who is not
worker listed on a payroll at an apprentice wage rate, who �egistered and participating in a training plan approved by
Previous editions are obsolete Iortn HUD-401Q (06l2009)
Page 3 of 5 ref. Handbook 1344.1
the Employment and Training Administration shall be paid
�ot less than the applicable wage rate on the wage
determinatio� for the work actually performed. In addition,
any trainee performing work on ihe job site in excess of
lhe ratio permitted under the registered program shall be
paid not less than the applicable wage rate on the wage
determination fo� the work actuaily performed. In the
event the Employment and Training Administration
withdraws approval ot a training program, the contractor
will no longer be permitted to ulilize trainees at less than
the applicabie predetermined rate for the work performed
until 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
opportunity requirements of Executive Order 11246, as
amended, and 29 CFR Part 30.
5. Compllance with Copeland Act requirements. The
contractor shaii compiy with the requirements of 29 CFR
Part 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
other clauses as MUD ar its designee may by appropriate
instructions require, and a copy ot the appiicable
prevailing wage decision, and also a clause requiring the
subcontractors to include these clauses in any lower tier
subcontracts. The prime contractor shall be responsibie
for the compliance by any subcontractor or lower tier
subcontractor with all the contract clauses in lhis
paragraph.
7. Contract terminatfon; debarment. A breach of the
contract clauses in 29 CFR 5.5 may be g�ounds for
termination of the contract and for debarment as a
contractor and a subcontractor as provided in 29 CFR
5.12.
S. Compllance with Davis•Bacon and Related Act Requlrements.
AII 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 coniract
9. Dlsputes concerning labor standards. Disputes
arisinq 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 ihe 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) Certlfication of Eliglbillty. By entering into this
cantract the contracfor certifies that neither it (nor he or
she) nor any person or firm who has an interest in ihe
contractor's firm is a person or firm ineligible lo be
awarded Government contracts by virWe 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.
(Ii) No part ot this contract shall be subcontracted to any
person or firm ineligible for award of a Government
contract by virtue af 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.
(Ili) 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, Titie 18, U.S.C.,
"Federal Housing Administration transactions", provides in
part: "Whoever, for the purpose of ... influencing ln 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, ar both."
11. Complaints, Proceedings, ar Testlmony 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 man�er
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
appiicable under this Contract to his employer.
8. Contract Work Hours and 3atety Standards AcG 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 shail require or
pe�mit 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 vuorkweek unless such laborer or mechanic receives
compensation at a rate not less than one and one-haif times the basic
raie of pay for all hours worked in excess of 40 hours in such
workweek.
(2) Vloiatfon; Ilablllty tor unpald wages; I�quldated
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 shali be Iiable 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 liquidaled
damages shali be computed with respect to each individual
laborer or mechanic, inciuding watchmen and guards,
employed in violation of the ciause 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 overiime wages required by the clause set forth in sub
paragraph (1) of this paragraph.
Prewous ediUons are obsolete form HUD-4010 (0612009)
Page 4 of 5 ref. Handbook 1344.1
�
(31 Wlthhalding tor unpaid wages and liquidated
damages. HUD or its designee shaii upon its own action
pr upon written request of an authorized representative of
the Department of Labor withhold qr cause to be withheld,
from any moneys payable on account of work performed by
the contractar or subcontractor under any suCh contract or
any other Federal contract with the same prime contract,
or any othar Federaily-assisted contract subject to the
Gontract 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 liabilittes of
such contractor or subcontractor for unpaid wages and
liquidated damages as provided in the clause set forth in
subparagraph (2) of this peragraph.
(4) Subco�tracta. The contractor or subcontractor shall
insert in any subcontracts the clauses set forth in
subparagraph (1) through (4) ot this paragraph and aiso a
clause requiring the subcontractors to include these
ciauses in any lower tie� su6contracts. The prime
contractor shall be responsible for compliance by any
subcontractor or lower tier sutacontraetor with the clauses
set forth in subparagraphs (1) through (4) of this
paragraph.
C. Health and Safety. The provisians of this paragraph C are
appiicable where the amount oi the prima contract exceeds $10U,000.
(1j No laborer ar meahanic shall be �equired to work in
surroundings ar under working conditio�s which are
unsanitary, hazardous, or dangerous to his heaith and
safety as determined under construction safety and health
standards pr�mulgated by the Secretary of L.abor by
regulation.
(2} The Contractor shali comply with ali regulatians
Issued by the Secretary of Gabor pursuant to Title 29 Part
1926 and failure to comply mey result in imposition of
sanctions pursuant to the Contract Work Hours and Safety
Standards Act, (Public Law 81-54, 83 Stat 98). 40 ,USC
��Q'� et sea.
(3) The contractor shall include the provisions of this
paragraph In every su6contract so that such provis4ons wili
be binding on each subcontractor. The contractor shall
take such action with respect to any subcontractor as the
Secretary oi Housing and Urban Development or the
Searetary of Labor shall direct as a means of enforcing
such provisions.
�
Page 5 oi 5
ret. Wendhaok 1344.
City of Fort Warth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 6/14/2011
DATE: Tuesday, June 14, 2011 REFERENCE NO.: C-24976
LOG NAME: 17LANCASTERMIXEDUSEPROJECT
5UB.IECT:
Authorize a 5ubstantial Amendment to the City's 2006-2007, 2007-2008, 2008-2009 and 2009-2010 Action
Plans and Substitution of Funding Years, Authorize Change in Use and Expenditure of $2,000,000.00 of
HOME Investment Partnerships Program Grant Funds for the Lancaster Mixed Use Project for the
Construction of Approxirnately Fifty Housing Units Located on 1116 and I 118 Jennings Avenue and 1115,
1119 and 1 121 Monrce Street, Authorize a Conditional Commitment for a Subordinate Interim Loan to the
Fort Worth Local Development Corporation, and Authorize a HOME Contract with the Fort Worth Local
Development Corporation (COUNCIL DISTRICT 9)
; iulu ►1: Y �►
It is recommended that the City Council:
l. Authorize a substantial amendment to the City' s 20Q6-2007, 2007-2008, 2008-2009 and 2t}09-2010
Action Plans;
2. Authorize the City Manager, or his designee, to substitute funding years in order to rneet United States
Department of Housing and Urban Development commitment, disbursement and expenditure deadlines;
3. Authorize a change in use and expenditure of $2,000,000.00 in prior year's HOME Investment
Partnerships Program (HOME) Grant funds to the Fort Worth Local Development Corporation in the form of
a subordinate forgivable loan for the development of the Lancaster Mixed Use Project for the new
construction of up to �fty Mixed Incotne housing units located on 1116 and 1118 Jennings Avenue and i l 15,
1119 and 1121 Monroe Street, Fort Worth, Texas (the Project);
4. Authorize the City Manager, or his designee, to execute a conditional commitment with the Fort Worth
Local Development Corporation, for a twenty year subordinate forgivable loan that conditions funding to the
completion of the Environmental Review, and among other things, on sarisfactory completion of HOME
requirements;
5. Authorize the City Manager, or his designee, to execute a HOME contract with the Fort Worth Local
Development Corporation, for the Project for a term beginning on the date of execution of the contract and
ending on the date the 20 year affordability period expires;
6. Authorize the City Manager, or his designee, to extend or renew the conditional commitment or the
contract for up to one year if the Local Development Corporation, requests an extension and such extension
is necessary for completion of the Project; and
?. Authorize the City Manager, or his designee, to amend the conditional commitment or 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.
� �R
The Lancaster Mixed Use Project (Project) consist�s of the new construction of a building that will include
both retail and residential space south of the building known as the " Zipper" building. In the form of a
subordinate forgivable loan, staff recommends awarding $2,OOO,U�0.00 to the Fort Worth Local
Development Corporation to develop, lease and manage the project. The development site will be located on
1116 and 1118 Jennings Avenue and 1115, i 119 and 1121 Monrce Street, Fort Worth, Texas. T'he project
will consist of a�ve story building with approximately fifty rental units.
�f recommeieds the followinP loan terms:
i. Designate HOME—assisted units according to HOME regulations with a 20 year affordability period;
ii. HOME funds secured by a recorded Deed oF Trust on the real property;
iii. Forgivable at the end of the loan term upon satisfactory completion of all HOME requirements; and
iv. Loan term is twenty years.
The commitment nf HOME funds is conditioned unon the oltowine:
i. Satisfactory completion of the environmentai review per 24 CFR Part 58; and
ii. Authorization to use grant funds from HLJD.
City staff recommends the change in use and expenditure of $2,Ot}0,000.00 in HOME funds for the Project.
The purpose of the Project is to benefit low and very low income citizens by providing them with affordable
housing, in accordance with the H�ME regulations, 24 CFR Part 92 et seq. A public comment period on the
change in use of these HOM� funds was held from May 5, 2011 to June 6, 20t i. Any comments aze
maintained by the Housing and Economic Development Department in accordance with federal regulations.
The Action Plan funding yeazs selected may vary and years may be substituted based on the principle of First
In, First Out in order to expend the oldest grant funds first.
All actions described heCein are subject to appropriation and receipt of federal funds, as well as
determinations of the Fort Worth City Council as to allocation of the federal funds. This project is located in
COUNCIL DISTRICT 9.
i► �:►i: 1�
The Financial Management Services Director certifies that funds are available in the current operating
budget, as appropriated, of the Grants Fund.
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Susan Alanis (8180)
Jay Chapa (5804)
Cynthia Garcia (8187)
Additional Information Contact:
Leticia Rodriguez (7319)
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