HomeMy WebLinkAboutContract 57358CSC# 57358
CDBC Regulations means regulations found at 24 CFR Part 570 et seq.
CDBG Requirements means (i) rehabilitating the Center to provide a safe environment
for homeless familics, homeless sinble women and provide shclter seiviccs to homcless
families and homeless single women; and (ii) during the Performance Period, (a) operating
the Center as a resource that provides homcl�ss familii;s and homcless single women with
emergency shelter services; (b) maintaining a cumulative (ist of all Unduplicated Clients
provided seivices by Developer in the Center; (c) certifying that all ciients served by
Developer at the Centcr are homeless persons or are Income Eligible Clients, and (d)
complying with all applicable provisions of the C'DBG Regulations.
Client Documentation means the documentation described in Exhibit "G" —
Documentation af CDBG Requirements.
Complete Documentation means the following documcntation as applicablc:
Attachments 1 and II, with supporting documentation as follows:
o Proof of expense: copies of timesheets, invoices, leases, service
contracts or other documcntation showing thc nah.tre of the cost and that
payment is due by Developer.
o Proof of payment: cancclled chccks, bank statcmcnts, conditional and
unconditional lien releases, as appropriale, or wire transfers necessary
to demonstrate that amounts duc by Developer werc actually paid by
Developer.
Proof of client eligibility:
o I�ocumentation that clients served by Developer in the Center are
Income Eligible Clients.
Other documentation: (i) complete packet of all conditional, and
unconditional, lien releases for all draws and including the �inal lien releases
signed by Developer's general contractor or subcontractors, if applicable;
(ii) copics of all City permits and City-issued "pass" inspcctions for such
work; (iii) documentation showing compliance with BDE or DBF, bidding
proccss for procurcment or Contract activitics, if applicablc; (iv) proof of
contractor, vendor or subcontractor eligibility as described in Section 6.6;
and (v) any other documents o►- records reasonably necessary to verify costs
spent and regulatory compliance foi- the project.
Complete Documentation shall meet the standards described in the attached
Exhibit "J" — Standards for Complete Documentation.
Completion means the substantial completion of the rehabilitation of the Center as
evidcnced by a Neighborhood Scrviccs Dcpa►-tment Minimal Acceptablc Standard
Inspection Report, a HUD Compliance Inspection Report, all applicable City final
inspection approvals, rcccipt of a final Ccrtificatc of Occupancy, and vcrification that the
Nationaf Objective has been met.
Completion Deadline means November l, ?023.
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DBE means disadvantaged business enterprise in accordance with 49 CFR Part 26.
Deed of Trust means the deed of t►�st from Developer in favor of City covering the
Property and sccuring the indebtedncss evidenced therein as well as Developer's
performance of the requirements ofi this Contract and of the CDBG Regulations, as the
same may be ex[ende;d, amended, restatcd, supplemented or othcrwise modificd from timc
to time. The form of the Deed of Trust is attached as part of Exhibit "E" — Loan
Documents.
Developer means The Salvation nrrny, A Georgia Corporation.
Director means the Director of the Neighborhood Services Department, or their designee.
Effective Date means the date of the last of the Parties to sign as indicated on the signature
page.
HUD means the United States Department of Housing and Urban Development.
IDIS means Integrated Disbursement Information System, HUD's project tracking systern.
income Eligible Client means a client who meets the definition of a"presumed benefit"
client undcr CDBG Regulations. All clicnts scrved in the building are homcless persons,
a category of "presumed benefit" clients in 24 CFR Part 570.208 (a) (2) (A), and are
dcemcd to bc Income Eligiblc Clicnts. The definition of annual income to dctermine clicnt
income eligibility shall be the definition contained in 24 CFR Part 5.609, as amended from
time to timc.
Loan Documents means security instruments, including without limitation the Promissory
Note and Deed of Trust, or any other similar instruments evidencing, securing or
guaranteeing City's interest in the project and further evidencing, securing, or guaranteeing
Dcveloper's performance of the CDBG Rcquiremcnts, and the City Rcquiremcnts, during
the Performance Period, as the same may from time to time be extended, amended, restated,
supplemented or othcrwise modified.
Loan means thc CDBG Funds provided to Developer by City in the form of a f'orgivable,
deferred payment loan under the terms of this Contract as more pac-ticularly described in
the Loan Documents.
National Objective means, for the pu�poses of this Contract, an activity that benefits low-
and modera[e-income persons.
Neighborhood Services Department mcans the City's Ncighborhood Services
Department, created on Februa►y 17, 2015 in Ordinance No. 21651-02-2015.
Performance Period means the 5-year period during which Developer will fulfill the
CDBG Requircmcnts, the C'ity Rcyuirements, and continuously meet the National
Objective, and will comply with all other terms and conditions of this Contract and the
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L.oan Documents. The Performance Period begins on the date that the certificate of
occupancy is issucd, or, another date that City dctermincs, in its sole discrction, that use of
the Required lmprovements first meels the National Objective which, in City's sole
satisfaction, cstablishcs such date with rcasonablc ccrtainty.
Plans means the plans and specifications for the Requircd lmprovcmcnts prepared by
Developer's architect which have been delivered to and reviewed and approved by City on
or before the F,ffective I�ate, and any amendments and chan�e orders thereto ap�roved by
City.
Program mc:ans thc scrviccs providcd by Dcvcloper at thc Ccnter morc particularly
described in Exhibit "A" —Project Summary and Scope of Work and Exhibit "K" —
Services Performed.
Vromissory Note mcans thc notc in thc amount of thc CDBG Funds cxecutcd by
lleveloper payable to the order of C:ity as the same may be extended, amended, restated,
supplemented or otherwise modified from time to time. The form of the Promissory Note
is attached as pari of 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.
Reimbursement Request means all reports and other documentation described in Section
I 0.
Required improvements or thc project mcans all the impi�ovements to thc Center or
"building", together with all fixtures, tenant icnprovements, if any, and appurtenances now
or later to be located on the Property anci/or in such improvements. A list of the
construction require►nents for the rehabilitation of the Genter is shown in the attached
Exhibit "A" - Project Summary and Scope of Worlc. The Center is located at 1855 East
Lancaster, Fort Worth, TX 76103.
Section 504 requirements means thc requircments of Section 504 of che Rehabilitation
Act of 1973 (29 USC 794 et seq.) and 24 CFR Part 8. Section 504 prohibits recipients of
federal funds fi�om excluding any qualified persons from participating or receiving bencfit
from, any federally-funded �rogram or activity based solely on the person's disability.
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Unduplicated Client mcans a client served by Developer with thc Program at the Centcr
at least once during each year of the Performance Period beginning October 1 of each
calendar year. Clicnts scrved more than once during cach year of the Performance Period
shall only be counted the first time they a►-e served when determining the total count of
Unduplicated Clicnts.
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Unduplicated Client Data Report - Attachment iIl means the report listing each
Unduplicated Client served during a calendar month alung with such client's demographic
information attached hereto as part of Exhibit "G" — Documentation of CDBG
Requirements.
3. TERM.
3.1 Term of Contract.
The term of this Contract is 1 year beginning on the E�,ffective Date unless earlier
terminated as provided in this Contract.
3.1.1 Extension of Contract.
This Contract may bc extended for up to two additional, one-year tei7ns upon
Developer submitting a request for an extension in writing at least 60 days prior to the end
of thc Contract tcrm. Thc request for an extension shall include the reasons for the
extension and Developer's anticipated budget, construction schedule and goals for the
extended term. It is specifically unders[ood that it is within City's sole discretion whether
to approve or deny Developer's request for an additional term. Any such extension shall
be in the form of an amendment to this Contract.
3.2 Term of Loan.
The tcrm of the Loan shall commence on the date of thc Promissory Note and
terminates at the expiration of the Performance Period so long as the terms and conditions
of this Contract and thc Loan Documcnts have bccn mct.
4. DUTIES AND RESPO\SIBILITIES OF CITY.
4.1 Provide CDBG Funds.
City shall provide up to �754,302.80 of CDBG Funds in the form of the Loan for
eligible expenses under the terms and conditions of this Contract and the Loan Documents.
4.2 Ci _ty Will Monitor.
City will monitor the activities and performance of Devcloper and any of its
contractors, subcontractors or vendors throughout the Performance Period, but no less
than annually. Monitoring by City will includc monitoring whcther Developer is meeting
the National Objective and complying with the CDBG Requirements and the City
Requirements during the Performance Period.
5. DUTIES AND RESPOnSIBILITIF,S OF DEVELOPER.
5.1 Const►•uction of Required Improvements.
Devcloper will complctc the Rcquired [mpruvemcnts as described in Exhibit "A"
— Project Summary and Scope of Work in accordance with the Plans, the schedule set
forth in Exhibit "C" — Construction and Reimbursement Schedule, and thc tcrms and
conditions of this Contract.
5.2 Use of CDBG Funds.
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5.2.1. Compliance with CDBG ReEulations and Contract.
I�eveloper shall be reimbursed for eligible project costs with CD$G Funds only if
City dctcrmincs in its solc discrction that:
5.2.1.1 Costs arc cligiblc cxpcnditu►-es in accordancc with CDBG
Regula[ions.
5.2.1.2 Costs are in compliance with this Contract and are reasonable
and consistent with industry norms.
5.2.1.3 Complete Documentation, as applicable, is submitted by
Dcvcloper.
5.2.2. Bud�et•
Developer agrees that CDBG Funds will be paid in accordance with Exhibit "B" —
Budget and Exhibit "C" — C'onstruction and Reimbursement Schedule. Developer may
increase or decrease line item amounts in the Budget with the Director's prior written
approval, which approval shall be in the Director's sole discretion. Any such increase or
decrease in line items in th� Budget shall comply with Section 5.2.1, Exhibit "A" —
Project Summary and Scope of Work, and shall not increase the total amount of CDBG
F'unds.
5.2.3 Chan�e in Bud�et.
5.2.3.1 Developer will notify City promptly of any additional funds it
receives for construction of the project, and City reserves the
right to amend this Contract in such instances to ensure
compliance with r[UD regulations goveming cost allocation.
5.2.3.2 Developer agrees to utilice the C:DBG Funds to supplcment
rather than supplant Funds otherwise available for the project.
5.3 Payment of CDBG Funds to Developer.
CDBG Funds will bc disburscd to Developer upon City's approval of Developer's
Reimbursement Requests, including submission of Complete Documentation to City in
compliance with Section 10. It is expressly agreed by the Parties that any CDBG Funds
not reimbursed to Developer upon completion of the Required Improvements shall remain
with City.
5.4 Identify Proiect Expenses Paid with CDBG Funds.
Devcloper will kecp accounts and records in such a manner that City may readily
identify and account for project expenses reimbursed with CDBCi Funds. These records
shall be made availablc to City for audit purposes and shall bc retained as rcquired
hereunder.
5.5 Acknowled�ement of City Pavment of CDBG Funds.
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W ithin 90 days of Completion, Developer shall sign an acknowledgement that City
has paid all C:DBG Funds due under this Contract, or shall dclivcr a documcnt exccuted by
an officer oFDeveloper identifying with specificity all or any portion of the CDBG Funds
that City has not paid to Dcveloper. After receipt of said documcnt, City shall determinc
if City has any further obligation under the terms herein to pay Developer any more CDBG
Funds. Dcvcloper and City agrec to work [obcthcr in �;ood faith to dctcrminc if any furthcr
CDBG Funds are due to Developer, but City in its sole discretion shall make the final
determination as to whether any such CDBG Funds are still due after consideratian of
Developer's performance of its obligations under this Contract including Developer's
performance of the C'DHG Requirements and the City Requirements.
5.6 Security for City's Interest and Developer's Performance.
To secure City's intci-est in thc Required lmprovements and thc performance of thc
CDBG Requirements, the City Rec�uirements and any of Developer's other obligations
hcrcunder, including mceting thc National Objectivc, Developer shall cxccute thc Loan
Documents and record the Deed of Trust encumbering the Property prior to having any
consh-uction materials delivered to the Property or commencing any work on the Required
Improvements. No CDBG Funds will be paid or reimbursed until the Loan Documents are
executed and the Deed of Trust is recorded.
5,6.1 Loan Terms and Conditions.
Devcloper will bc required to:
5.6.1.1 Executc thc Promissory Notc and Dced of Trust, alonb with
any other Loan Documents required by City.
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5.6.1.3 Pay all costs associated with closing the Loan.
5.6.1.4 Provide City with an eslimaled settlement statement at least 1
busincss day bcforc closing.
5.6.1.5 The term of the Loan shall be as specified in Section 3.2.
5.6.1.6 No interest shall accrue on the Loan provided that Developer
complics with thc ta�ms and conditions of thc Loan
Uocuments.
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5.6. i.7 Thc Loan is a forgivable defcn�cd paymenl loan. Repaymcnt
of the CDBG Funds will only be required if (i) the Center
located on the Property which was rehabilitated with thc
('DBG Funds does not benefit income Fligible Clicnts and
mce[ the Na[ional Objective during the Performance Period,
(ii) Devcloper does not meet the CDBG Requirements or the
City Requirements during the Performance Period, or (iiij
Developer does not otherwise comply with the tenns of tf�is
Contract, the L,oan Docun�ents, or the CDBG Regulations. 1f
rcpaymcnt is required, Uevcloper must, at City's cicction in its
sole discretion, either (i) repay City the total amount of the
CDBG Funds, or (ii) pay to City the fair market value of thc
Property as set by a current appraisal less any portion of the
valuc attributablc to cxpenditures of non-CDBG funds for thc
acquisition of, and improvements to, the Property.
5.6. I.R Early repayment of the Loan shall no[ relieve Developer of its
obligations under this Contract or the CDBG Regulations
including but not limited to complying with the CDBG
Requirements or the City Requirements, or meeting the
National Objectivc:. The Deed of Trust shall sccure both
repayment of the CDBG Funds, if required, and performance
by Dcvcloper of its obligations undcr this Contract and thc
requirements of the CDBG Regulations during the
Pcrformancc Pcriod.
5.6.1.9 Refinancing of the Loan or any subordinate financing (other
than that approved herein or otherwise by City), shall require
City's prior written approval for the purpose of ensuring that
thc National Objective will continuc to bc met as well as
compliance with the CDBG Requirements and the City
Requiccmcnts. City's approval of refinancing of thc Loan or
approval oF any subordinate financing shall no[ be
unreasonably conditioncd or withheld.
5.6. I.10 Failure by Developer to comply with this Section 5.6 will
be an event of default under this Contract and the Loan
Documents
5.7 CDBG Requirements, City Requirements and the National Obiective.
Dcvcloper shall ensure that it complies with thc CDBG Requirements and the City
Requirements and that the National Objective is met throughout the Performance Period.
5.8 CDBG Requirements, Citv Requirements and the National Obiective
Survive Transf'cr.
Any sa(e or transfer of the Property during the Pe►-formance Period, excluding a
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transfer due to condemnation or to obtain utility services, will reyuire City's written
consent and that the ncw owner or transfcrec; assumc in writing Developer's obligations
under this Contract to meet the National Objective and comply with the CDBG
Requircments and thc Ciry Re;quircments. Failurc of thc new owner or transferce to assumc
all of Developer's obligations under this Contract will result in termination of the Contract
and Dcvcloper must rcpay City in accordance with the provisions of Scction 5.6.1.6 within
30 days of tei7nination under this Section. If such sale or transfer takes place after the
termination of this Contract but before the end of the Performance Period, the new owner
c�r transferee must assume all of Developer's obligations under this Contract that survive
its tennination as sct forth herein including but not limited to complying with the CDBG
Requiremenls and City Requirements, and mecting the National Objectivc. If the new
owner or transferee does not assume Developer's su�viving obligations hereunder, t}�en
Devcloper must rcpay City in accordancc with thc provisions of Scction 5.6.1.7 within 30
days of written notice by Ciry or City may pursue any of its re�T�edies under this Contract
o►• the Loan Documcnts.
6. CONSTRUCTIUN
6.1. Construction Schedule,
Developer will construc[ the Required Improvements in accoe-dance with the
schedule sel forth in the attached Exhibit "C" — Construction and Reimbursement
Schedule. Ueveloper shall not begin construction of thc Required [mprovemcnt until City
sends a Notice to Proceed. Developer's failure to meet the Construction Schedule shall
be an event of default. Devcloper may not change the Construction Schedule without the
Director's prior written appr�val; which approval shall be in the Director's sole discretion.
6.1.1 Construction Insnections.
The construction of the Required Improvements must pass a 1�'eighborhood
Se►vices Department Minimal Acceptable Standard lnspection, a fIUD Compliance
Inspection and any other applicable HUD-required inspections during the construction
period, along with any applicablc City final inspcction approval at thc complction of
construc[ion of the Required Improvements.
6.2 Applicable L.aws, Buildin� Codes and Ordinances.
The Plans for the Required Improvements shall (i) conform to all applicable federal,
state, City and local laws, ordinances, codes, rules and regulations, including the CDBG
Regulations; (ii) meet all City building codes, and (iii) cannot deviate from the items
approved as part of the Environmental Review Record required by 24 CFR Part 58 as more
particularly describecl in Section 8.1 and in Exhibit "A" — Project Summary and Scope
of Work.
6.3 Property Standards Durin� Const►•uction.
Developer shall comply with the requirements as relatcs to City's property
standards as well as all applicablc acccssibility standards for the Rcquired improvcments.
Developer shall comply with the requircments of 24 CFR 570.614 and Section 504
requirements prescribing standards for thc design, construction or alteration ofany building
or facility intended to be accessible to the public or which may result in the employment
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of handicapped persons therein. If applicable, Developer must submit Texas Department
of Liccnsing and Regulation ("TDLR") ccrtificatcs for compliancc with TDLR's
accessibility standards at Completion.
6.4 Lead-Based Paint Requirements.
If applicable, Devcloper will comply with Fedcral lcad-based paint rcquircmcnts
including I�ad screening in housing built prior to 1978 in accordance with 24 CFR Part
570.608 and 24 CFR Part 35, subparts A, B, J, K, M, and R, and the Lead: Renovation,
Repair and Painting Program Final Rule, 40 CFR Part 745, in any construction and/or
rehabililation of the Required Improvements.
6.5 Approval of Plans by City Not Release of Responsibility.
Approval of thc Plans by City shall not constitute or be decmed (i) to bc a rcleasc
of the responsibility or liability of Developer or any of its architects, contractors or
subcontractors, or their respectivc officers, agents, employees and lower tier
subcontractors, for the accuracy or the competency of the Plans, including, but not limited
to, any related investigations, surveys, designs, working drawings and specifications or
other related 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 i-elated documents by
Developer or any of its architects, contractors or subcontractors, and their respective
officers, agents, employces and lowcr ticr subcontcactors.
6.6 Contractor, Vendor and Subcontractor Requirements.
Developer will usr; commercially reasonable efforts to ensure thal all contractors or
vendors utilized by Devcloper in the construction of the Requircd Improvements or
subcontractors utilized by Developer's general contractor are appropriately licensed and
such licenses are maintained throughout the construction of the Required Improvements.
Developer shall ensure that all subcontractors or vendors utilized by Developer or
subcontractors utilized by Developer's general contractor in the construction of the
Required lmprovements arc not deban�ed or suspended from performing the contractor's,
subcontractor's or vendor's work by the C'ity, the State of Texas, or the Federal
governmcnt. Developer acknowledges that 24 CFR Part 85.35 forbids Developer from
hiring or condnuing to employ any contractor, subcontractor or vendor that is listed
on the Federal Excluded ParNes List System for Award Management, www.sam.Qov
("SA��I"). Developer must confirn� by search of SAM that all contractors, subcontraetors
or vendors are not listed as being debarred, both prior to hiring and prior to submitting
a Reimbursement Request which includes invoices from any such contractor, subcontractoi•
or vendor. Fai{ure to submit such rp oofs of 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
immediatcly cause such contractor, subcontractor or vendor tu stop work on the Required
lmprovements and Developer shall not be reimbursed for any work performed by such
contractor, subcontractor or vendor. However, this Section should not be construed to be
an assumption of any responsibility or liability by City for the determination of the
Icgitimacy, yuality, ability, or good standing of' any contractor, subcontractor or vendor.
Developer ackno�vledges that the provisions of this Section pertaining to SAM shall
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survive the termination of this Contract and be applicable for the length of the
Performance Period.
6.7 Furnish Complete Set of "As Built" Plans
Developer shall furnish City a complete set of "as built" plans for the Required
Improvemcnts at completion of conshuction after all final approvals havc bccn obtained.
7. COMPLIANCE WITH CUBG REGULATIO�S DURI\G PERFORMANCE
PERIOD.
7.1 Client Documentation.
7. ] .1 Income Eli�ibilitv.
Developer must document that all clients served in the Ccnter fall under a
"presumed bene�t" category as dctincd in 24 CFR Part 57U. For purposes of this
C'ontract, the category of presumed bene�t is homeless persons. Eligible forms of
documentation for this category include:
7.1.1.1 Homeless Persons. Written, signed and dated certification
from intake staff, cascworker, or an outreach worker.
7.1.2 Client Verifcation.
Developer will provide a letter with each Unduplicated Client Data Report -
Attachment iII certifying that each clicnt meets thc HUD definition of homclessness. City
will review Cli�nt Documentation and/or Homeless Management Information System
(HMIS) reports for the facility at least annually during the Performance Period as part of
its monitoring. Developer must maintain copies of all such documentation for 5 years
Collowing the expiration of the Performance Period. This Section shall survive the earlier
termination or expiration of this Contract.
7.1.3 Client Demo�raphic Data/Household Characteristics.
Developer shall providc City with the information about [he demographic data,
household characteristics and income of all of Developer's clients served at thc Center
whether Program clients or not, on Fxhibit "G" — Documentation of CDBG
Requirements, quartcrly throughout the Perforrnance Period. The quarterly reports shall
be due to City in accordance with the schedule set out in Exhibit "G".
7.1.3.1 All of Developer's clients who receive services from the
Center, whecher Program clients or not, must be reported to
City on thc Unduplicated Client Data Report - Attachment
Iii the first time any such client is served by Developer during
cach ycar of the Performance Pcriod. A new year of thc
Performancc Period for reporting Unduplicated Clients begins
October 1 of� each calcndar year.
7. I.3.2 nny Developer client whose income has not been verified or
who has not been rep�rted on the Unduplieated Client Data
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Report - Attachment TTi will be deemed to not be an Income
Eligible Clicnt and shall not bc considered a presumed benefit
client.
7.2 Services Provided in the BuildinQ.
Grant Funds from the CDBG Program were used to pay for the rehabilitation of the
Cente;r; therefore, City and Developer agree that thc Pro�,�ram must mcct the National
Objective.
7.3 Property Standards Durin� Performance Period.
Dcvcloper shall ensure that thc Required Improvcments arc maintained in good
order and repair and in accordance with all applicable City and HUD property standards
for [he duration of the Performance Period, which at a minimum shall be those property
standards required by City codes, the CDBG Regulations, and the Section 504
requirements. Developer will allow City to make on-site inspections of the Center to verify
maintenance of the building and the Required Improvements if City requests such an
inspection; provided however, City has no obligation to inspect the premises.
7.4 Proeram Income.
Income from the use of the building, if� any, is hereby assigned to Developer. /�
summary report of income earned must be provided semi-annually to City during the
Performance Period using Exhibit "M" — Report of Program Income. City has the right
to monitor activities on thc Property that gcnerate program incomc, as wcll as activities on
which program income is spent, to ensure that such activities aid in maintaining the
building and other improvcmcnts to the Property in ordcr for Dcvcloper to dcliver serviccs
at the Center that meet the Nationa) Objective.
8. ADDITIONAL REQUIREIVIE\TS.
Developer agrees to comply with all requirements of the CDBG Program as stated
in the C'DBG Regulations, including, but not limited to the following:
8.1 Environmental Review.
Funds will not bc paid, and costs cannot bc incurrcd until City has conducted and
completed an Environmental Review Record as required by 24 CFR Part 58. The
environmental review may result in a decision to procced with, modify, or cancel the
project. Further, Developer will not undertake or commit any funds to physical or choice
limiting actions including if applicablc property acquisition, dcmolition, movement,
rchabilitation, conversion, repair or construction prior to the environmental clearance. Any
violation of this provision will (i) cause this Contract to terminate immediately; (ii) require
Developer to repay City in accordance with the provisions of Section 5.6.1.6 within 30
days of terrnination under this Section; and (iii) forfeit any future paymcnts of CDBG
Funds.
�.1.2 Miti�ation.
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Developer must take tV�e mitigation actions outlined in Exhibit "A-2" —
Environmental Mitigation Actions. Failure to complete the required mitigation
action is an event of default under this Contract.
8.2 Contract Not Constitutin� Commitment of Funds.
Notwithstanding any provision of this Contract, the Parties agree and acknowledgc
that this Contract does not constitute a commitment of CDBG Funds, and that such
commitment or approval may occur only upon satisfactory completion of an Environmental
Review Record and receipt by City of an authorization to use grant funds from f-fUD under
24 CFR Part 58.
8.3. Monitorin�.
8.3. I Developer understands and agrees that it will be subject to monitoring by
City for compliance with the CDBG Regulations and this Contract for the duration of this
Contract and the Performance Period. Developer will provide access to all files related to
the project or Contract activities and seroices as requested by City for 5 years after the end
of the Performance Period, and will meet all the reporting requirements set out in this
Contract. This Section shail survive the earlier termination or expiration of this
Contract.
8.3.2 Representatives of City, HUD, �iUD Office of Inspector General, and the
United States Comptroller General shall have access during regular business hours, upon
48 hours' prior notice, to Developer's offices and records that are related to the usc of the
CDBG Funds, the CDBG Requirements, the City Requirements and the National
Objective, and to Developer's officers, directors, agents, employees, contractors and
subcontractors for the puipose 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 shal) provide Developer with a written report of the monitor's
findings. If the monitoring report notes dcficiencies in Developer's performance, the report
shall include requirements for the timely correction of said deficiencies by Developer.
Failure by Developer to take thc action specified in the monitoring report may be cause for
suspension or termination of this Contract as provided herein or City may take all actions
allowed in the Loan Documents.
8.3.4 Developer shall annually provide lo City the results of any state or federal
monitoring related to the project or the Program. Such results shall be submitted annually
to City with the submission of its annual audit and financial statements.
8.3.5 This Section 8.3 shall be applicable for the duration of the Contract term,
the Performance Period and for 5 years thercafter and shall survive the earlier
termination or expiration of this Contract.
8.4 Compliance �vith the Uniform Relocation Act.
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tf applicable, i�eveloper shall comply with the relocation requirements of 24 CFR
Part 580.606 and all other applicablc Fcderal and statc laws and City ordinances and
requirements.
8.5 Compliance with Davis-Bacon.
If applicable, Dcveloper and its general contractor and all lower tier subcontractors
will comply with the Uavis-Bacon Act as described in Section 14.14 and Exhibit "H" —
Davis-Bacon Requirements - Federal Labor Standards Provisions.
8.fi Developer Procurement Standards.
Dcveloper shall establish procurcment proccdures tu cnsurc that materials and
services are obtained in a cost-effective manner. Developer shall comply with ali
applicable federal, statc and local laws, regulations, and ordinances for making
procurcmcnts under this Contract.
8.7 Cost Principles/Cost Reasonableness.
As applicable, the eligibility of costs incurred for performance rendered shall be
determined in accordance 2 CFR Part 200.400 through 2 CFR Part 200.475, regarding cost
reasonableness and allocation.
8.� Financial Mana�ement Standards.
Dcveloper agrees to adhere to the accounting principles and procedures re;quired in
2 CFR Part 200, utilize adequate internal controls, and maintain necessary supporting and
back-up documentation for all costs incun�ed in accordance with 2 CFR Part 200.302 and
Part 200.303.
8.9 Uniform Administrative Requirements.
As applicable, Developer will comply wich the Uniform Administrative
Requirements, Cost Principles, and Audit Requirements for Federal Awards in 2 CFR Part
200, or any reasonably equivalent procedures and requirements that City may require.
8. I 0 Compliance with FFATA and Whistleblower Protections.
Dcvcloper shall providc City with all necessary information for City to comply with
the require�l�ents of ?_ CFR Part 300(b), including provisions of the Federal Funding
Accountability and Transparency Act ("FFATA") governing requirements on executive
compensation and provisions governing whistleblower protections contained in 10 U.S.C.
z409, 41 U.S.C. 4712, 10 U.S.C. 2324, 41 U.S.C. 4304 and 41 U.S.C. 4310.
8. I 0.1 Developer shall provide its DUNS number to City prior• to the payment
of its first Reimbursement Request.
8.l l Internal Controls.
Tn compliance with the requirements of 2 CFR Parl 200.303, Developer shall:
8.1 I.1 Establish and maintain effective internal control over the CDBG Funds tha[
provides rcasonable assurancc that Dcvcloper is managing the GDBG F'unds in compliancc
with federal statutes, regulations, and the terms and conditions of this Contract. These
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internal controls shall be in compliance with guidance in "Standards For Tnternal Control
in the Fedcral Govct-nment" issued by thc Comptroller Gcncral of thc Unitcd States or the
"internal C'ontrol Tntegrated Framework" issued by the C'ommittee of Sponsoring
Organizations of thc Trcadway Commission ("COSO");
8.1 1.2 Comply with fcderal statutcs, rcgulations, and thc tcrms and conditions of
this Contract;
8.11.3 Evaluate and monitor Developer's compliance with statutes, regulations
and the terms and conditions of this Contract;
8.11.4 Take prompt action when instances of noncompliance are identified
including noncompliancc idcntified in audit findings; and
8.11.5 Takc reasonable measures to safcguard protccted personally identifiablc
information and other informa[ion that I-IUD or City designates as sensitive or Developer
considers sensitive consistent with arplicable federal, State, local and tribal laws regarding
privacy and obligations of confidentiality.
8. l2 CopyriQht and Patent Ri�hts.
No reports, maps, or other documents produced in whole �r in part under this
C'ontract shall be thc 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 arisc as a result of Developer's performancc undcr this Contract.
8.13 Terms Applicable to Contractors, Subcontractors and Vendors.
Developer understands and agrees that all terms of this Contract, whether
regulatory or otherwise, shall apply to any and all contractors, subcontractors and vendors
of Developer which are in any way paid with CDBG Funds or who perform any work in
connection With the Required Improvements. Developer shall cause all applicable
provisions of this Contract to be includcd in and madc a part of any contract or subcontract
exc;cuted in the performance of its obligations hereunder, including if applicable its
obligations regarding thc CDBG Regulations, the CDBG Rcquirements, the City
Requirements, and the National Objective during the Perfonnance Period. Develope►- shall
monitor thc scrvices and work performcd by its contractors, subcontractors and vcndors on
a regular basis for compliance, as applicable, with the CDBG Regulations, the CDBG
Requirements, the City Requirements and the Nationaf Objective as well as the Contract
provisions. Developer must cure all violations of the CDBG Regulations committed by its
contractoi-s, subcontractors or vendors. City maintains the right to insist on Developer's
full compliance with the terms of this Contract and the CDBG Regulations, and Developer
is responsible for such compliance regardless of whether actions taken to fulfill the
rcquircmcnts of this Contract ai-c takcn by Dcvcloper or by Dcvcloper', contcactors,
subcontractors or vendors. Developer acknowledges that the provisions of this Seetion
shall survive the earlier termination or expiration of this Contract and be applicable
for the lcngth of the Performance Period and for 5 years thereafter.
8.14 Payment and Performance Bonds.
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Subject to the requirements of 2 CFR Part 200.325, Developer shall fur•nish City
with paymcnt and performancc bonds in a form acccptablc to City in the amount of thc
constr�uction cost for the project but no[ less than $754,302.80. At City's discretion, other
forms of assw�ance may bc acceptablc so long as they mcet the rcquirements of thc CDBG
Regulations or other federal requirements and the federal interest is adequa[ely protectcd.
H.15 Uniform Adminish•ative Requirements.
Developer will comply with the Unifoi7n Administrative Requirements set forth in
24 CFR Part 570.502, or any reasonably equivalent procedures and requirements that City
may require.
9. RECORD KEEPING, REPORTII�G AND DOCUMENTATION
REQUIREME\TS; AUD1T.
9.1 Record Keepin�.
Developer shall maintain a record-keeping system as part of its performance of this
C'ontract and shall promptly provide Cily with copies of any document City deems
necessary f'or the effectivc: fulfillment of City's monitoring and cvaluation responsibilities.
Specifically, Developer will keep or cause to be kept an accurate record oFall actions taken
and all funds spent, with surporting and back-up documenta[ion, as well as all Client
Documentation. Developer will maintain all records and documentation related to this
Contract for 5 years after the expiration of the Performance Period. If any claim, litigation,
or audit is initiatcd before thc expiration of thc 5-ycar period, thc rccords must bc rctaincd
until all such claims, litigation or audits have been resolved.
9. I.2 Access to Records.
City, HUD and any duly authorizcd officials of the fcderal govemmcnt will havc
full access to, and the right to examine, audit, excerpt and/or transcribe any of Developer's
records pertaining to all matters covered by this Contract throughout the Performance
Period and for 5 years thereafter. Such access shall be during regular business hot�rs and
upon at least 48 houi-s' prior notice.
9.2 Reports.
Dcveloper will submit to City all reports and documentation described in this
Contract, in such Form as C'ity may prescribe. Developer may also be required to submit a
final performance and financial report if requit•ed by City at the termination of this Contract
and/or the lermination of the Loan in such form and within such times as City may
prescribc. 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.
9.2.1 Additionallnformation.
Developer shall provide City with additional information as may bc rcquired by
federal or state agencies to substantiate CDBG activities and/or expenditure eligibility.
9.3 Chan�e in Reportin� Requirements and Forms.
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City retains the right to change reporting requirements and forms at its discretion.
C'ity will notify Ueveloper in writing at least 30 days prior to the effective datc of such
change, and the Parties shall execute an amendment to the Contract reFlecting such change
if neccssary.
9.4 Audit.
9.4.1 Entities that Expend �750,000 or more in Federal Funds Per Year.
All non-f'ederal entities that expend �750,000 or more in federal Funds within 1 year,
regardless of'thc source of the federal award, must submit to C'ity an annual audit prepared
in accordance with specific referencc to 2 CFR Pa►-t 200.501 th�-ough Par� 200.521. lf
applicable, the audit shall cover Developer's fiscal years during which this Contract is in
forcc. Thc audit must be prepared by an indepcndcnt certificd public accountant, bc
completed within 6 months following the end of the period being audited and bc submitted
to Ci[y within 30 days of its completion. Devcloper's audit certification is attached hereto
as EXHiBIT "D" —"Audit Certification Form" and "Audit Requirements". The Audit
Certit7cation Form must be submitted to City prior to or with the fit�st Reimbursement
Request. Entities that expend less than �750,000 a ycar in federal funds are exempt fi-om
federal audit requirements for that year, but records must be available for review or audit
by appropriate ofFcials of the federal agency, City, and General Accounting Office.
9.4.2 City Reserves the Ri�ht to Audit.
City reserves the right to perform an audit (i) oFDeveloper's expenditure ofCDBG
Funds or (ii) program incomc in accordancc with Scction 7.4, at any time during the term
of khis Contract, the Performance Period, or within 5 years thereafter as the case may be, if
City dctcrmincs that such audit is nccessary for City's compliance with the CDBG
Regulations or other City policies, and Developer agrees to allow access to all pertinent
materials as described herein. [f 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
rescrvcs thc right to withhold furthcr funding undcr this Contract and/or futurc contract(s)
with Developer. IF AS A RESULT OF A1YY AUDTT IT iS DETCRMiNED TNAT
DEVELOPER HAS FALSIFIED A\Y DOCUMENTATIOV OR MISUSED,
MiSAPPLiED OR i�tiSAPPROPRiATED CDBG FU�DS OR SPE\T CDBG
FUNDS OR PROGRAM INCOME ON ANY Ih'ELIGIBLE ACTIViTIES,
DEVELOPER AGREES TO REIMBURSE CITY THE AMOUNT OF SUCH
MO\IES PLUS THE AMOUNT OF ANY SANCTiONS, PENALTY OR OTHER
CHARGC LEVIED AGAINST CITY BY HUD BECAUSE OF SUCH ACTIONS
WITHIn THIRTY DAYS OF DEIVIAND BY CITY.
10. REIMBURSEMENT REQUiREMENTS.
Developer shall provide City with Complete Documenta[ion and the following
rcports as shown in Exhibit "F" — Reimbursement Forms with cach Rcimbu►•sement
Request:
10.1 Attachment I — Invoice.
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"I'his report shall contain the amount requested for reimbursement in the submitled
requcst, and thc cumulativc rcimburscmcnt rcqucs[cd to datc (inclusivc of thc cwYcnt
request). This report must be signed by an authorized signatory of Developer. E3y signing
Attachment I, Developer is certifying that the costs arc valid, cligible, and consistent with
the terms and conditions of this Contract, and the data contained in the report is true and
correct.
10,2 Attachment Ii — Expenditure Worksheet.
This report shal) itemizc each expense; requested for reimbuc�sement by Devclopei-.
tn order for this report to be complete the following must be submitted:
10.2.1 Invoices for each expense with an explana�ion as to how the expense
pertains to the project, if necessary;
10.2.2 Conditional and unconditional lien releases, as appropriate, from
Developer and 1 ti` tier subcontractors; and
10.2.3 Proof thal each expense was paid by Developer, which proof can be
satisfied by canccfled checks, wire transfcr documentation, paid receipts or othcr
appropriate banking documentation.
10.3. Deadline for Submittin� Reimbursement Requests.
All Reimbursement Requests along with Complete Documentation shall be
submitted by Dcvcloper to City within 60 days from each of thc dcadlines as shown in
Fxhibit "C" — Construction and Reimbursement Schedule.
10.3.1 C1TY SHALL HAVE NO OBLIGATION TO PAY ANY
REiMBURSEMEnT REQUEST THAT IS NOT RECEiVED WITHI\ 60 DAYS OF
THE DEADLI\CS SHOWN IN EXHIB[T "C" — CONSTRUCTION AND
REiMBURSEMENT SCHEDULE. In addition, Developer's failure to timely subrnit
Rcimbursement Requcsts and Complete Documentation along with any required ►�eports
shall be an event of default.
10.3.2 CITY SHALL HAVE NO OBL[GATION TO MAKE YAYME\T
ON ANY REIMBURSEME\T REQUEST THAT iS NOT REC�iVED WiTHiN 30
DAYS OF'CHE COMPLETION DEADL[NE.
10.3.3 Fina1 Payment
Final payment will not be made until Gity has veriiied that Deve(oper has met the
National Objective at time of such Reimbursement Request, submitted the Complete
Documcntation, and that Devcloper has submitted an accuratc initial Performancc Report,
including the Unduplicated Client Data Report — Attachment I�I.
10.4 Withholdin� Payment.
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10.4.1 CITY SHALL WITHHOLD PAYME�TS REQUESTED UNDER
THiS CONTRACT IF COMPLETE DOCUMF.NTATiON IS NOT RECF.,IVED.
10.4.2 FI\AL RF,iMBURSEMF,NT SHAt,I, NOT BE MADE U�TiL
ALL LIE\S ARE RELEASED TO CITY'S SATISFACTIOV.
10.5 Timin� of Pavment.
Provided that Developer submits Complete Documentation in conformance with
the requirements of this Contract and the CDBG Regulations, City will reimburse
Developer for cligible expenses within 30 calendar days.
1 l. DEFAULT AND 'TERMINATIO\.
1 1.1 Failure to BeQin or Complete the Required Improvements
1 1. l.l If Developer fails to begin construction on the Required improvements
within 6 months of the execution of this Contract, the Contract shall automatically
terminate without further warning or opporlunity to cure, and with no penalty or liability
to City.
1 I.1.2 If City dctermines that the Required Improvements wcre noc completed
by the Completion Deadline or have failed to pass any of the inspections described in
Scction 6. I. I, City shall have the right to [crminate this Contract with no pcnalty or liability
to C"ity, with such termination [o be effective immediately upon written notice. City shall
also be entiticd to demand that Developer rcpay City in accordance with the provisions of
Section 5.6.1.6 within 30 days of written notice by City or City may pursue any of its
remedies undet� this Gonlract or the Loan Documents.
I 1.2 Failure to Submit Complete Documentation During Construction.
11.2.1 If Developer fails to submit Complete Documentation during
construction of the Requircd Improvements in accorclanee with Exhibit "C" —
Construction and Reintbursement Schedule-or if any report or documentation submitted
as part of Complcte Documcntation is not in compliancc with this Contract or CDBG
Regula[ions as deterinined by City, City will notify Developer in writing and tllc Developer
will have 15 calendar days from the date of the written notice to tiubmit or resubmit any
such report ur 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 C'ontract effective immediately upon written notice of such intent with no
pcnalty or liability to C�ity. Notwithstanding anything lo the contrary hcrein, City will not
be required to pay any CDBG Funds to Developer during the period that any such report
or documentation is not in compliance with this Contract or the CDBG Regulations.
I1.2.2 If any of Devcloper's Reimburscment Requcsts are incomplcte or
otherwise not in compliance with this Contract or CDBG Regulations as determined by
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City, Developer shall be in default of this Contract. City will notify Developer in wri[ing
of such default and the Devcloper will have 15 calcnda►- days from thc date of thc written
notice to resubmit any such Reimbursement Request to cure the default. lf the Developer
fails to cure the default within such timc, Developer shall forfeit any payments othet-wise
due under such Reimbursement Rec�uest. If such failure to resubmit such Reimbursement
Rcquest continucs for an additional 15 clays (a total of 30 days), City shall havc thc right
to terminate this Contrac[ ef�f�ective immediately upon written notice of such intent with no
penalty or liability to City. Notwithstanding anythin�; to the contrary herein, City �vill not
be required to pay any C'DBG Funds to Developer durinb the period that any such
Reimbursement Request is not in compliance with this Contract or the CDBG Regulations.
1 1.2.3 In the event of more than 2 instances of default, cured or uncured, under
Sections Section I 1.2. I c�r 1 1.2.2, City resctves thc right at its sole option to te►-rninatc this
Contract effective immediately upon written notice of such intent with no penalty or
liability to City.
11.2.4 Notwithstanding anything to the contrary herein, City will not be
required to pay any CDBG f=unds to Developer during the period that any Reimbursement
Requests, reports or documentation are past due or are not in compliance with this Contract
or the CDBG Regulations, or during any period during which Develuper is in default of
this Contract.
1 1,2.5, 1n the event of termination under this Section I 1.2, all CDBG Funds
awarded but unpaid to Dcvcloper purtivant to this Contract shall be immediatcly forfcitcd
and Developer shal) have no further right to such funds. Any CDBG Funds already paid
to Developer must bc repaid to City within 30 days of termination undcr this Scction, or at
City's election Developer must repay City in accordance with the provisions oF Section
5.6.1.6. Failure to repay will result in City exercising all legal remedies available [o City
under this Contract and the Loan Docwr�ents.
11.3 Failure to Maintain or Submit Required Reports and
Documentation Durin� Performance Period.
If Devcloper 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 thc
Required Tmprovemcnts are complctcd, or if the maintained or submiticd report or
documentation is not in compliance with this Contract or the CDBG Regulations as
detennined by City, City will notify Developer in writing and the Developer will have 15
calendar days f'rom the date uf the written notice tu obtain or recreate the missing records
and 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 docurnentation within such time, City shall have the right to terminate
this Contract cf�fcctivc immediately upon writtcn notice of such intent with no pcnalty o►�
liability to City, fn the event of termination under this Section 1 1.3, any CDBG Funds paid
to Developer must bc repaid to City within 30 days of termination under this Scction, or at
City's election Developer must repay City in accordance with the provisions of Section
5.6.1.6. Failure to repay will result in City exercising all lebal remcdics available to City
under this Contract and the Loan Documents,
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1 1.4 In General.
1 l.4.1 Subject to Sections 1 1.1, 1 I.2 and 1 I.3, and unless specifically provided
otherwisc in this Contracl, Developer shall be in default und�r this Contract if Ueveloper
brcaches any tcrm or condition of this Contract. In thc cvcnt that such a brcach rcmains
uncured al�ter 30 calendar days following written notice by City (or such other notice period
as may be specified herein) or, if Developer has dilibently and continuously attempted to
cure following receipt of such written notice but rcasonably required more than 30 calendar
days to cure, as detei7nined by the Parties mutually and in good faith, City shall have the
right to elect, in City's sole discretion, to (i) extend Developer's time to cure, (ii) termina[e
this C'ontract effective immediately upon written notice ofsuch intent to Developer, or (iii)
to pursue any other legal remedics availablc to City under this Cuntract or the Loan
Documents.
I 1.4.� City's remedies may include:
1 1.4.2.1 Direct Developer to prepare and follow a schedule of actions
for carrying out the affected activities, consisting of
schedules, timetables and milestones necessary to
implement the affected activities.
1 1.4.2.2 Direct Developer to establish and follow a managemen[ plan
that assigns responsibilities for carrying out the rcmedial
activities.
11.4.2.3 Cancel or revis� activities likely to be afFecled by the
performance deficiency before expending CDBG Funds for
the activities.
1 1.4.2.4 Reprogram CDBG Funds that havc not yet been cxpcndcd
from affected activities to other eligible activities or
withhold CDBG Funds.
1 1.4.2.5 Direct Dcveloper to reimbursc City in any amount of CUBG
Funds not used in accordance with the CDBG Regulations.
11.4.2.6 Suspend reimbursement of CDBG Funds for affected
activities.
I 1.4.2.7 /1ny other appropriate action including but not limited to any
remedial action legally available such as declaratory
judgment, specific performance, damages, temporary or
permanent injunctions, tcrmination of this Contract or any
other contracts with Developer, and any other available
remedics.
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I 1.4.3 Tn the event of� ter-mination under this Section 1 1.4, ali CDBG Funds
awarded but unpaid to Dcveloper pursuant to this C'ontract shall bc immcdiately rescindcd
and Developer shall have no further right to such flinds and any CDBU Funds already paid
to Developer must be repaid to City within 30 days of termination, or at City's clection
Dcveloper must repay City in accordance with the provisions of Section 5.6. I.6. Failure
to repay will result in City exercising all legal remedies available to City under this
Contract or the Loan Documents.
1 1.5 No Funds Disbursed While in Breach.
Developer understands and agrees that no CDBG Funds will be paid to Developer
until all defaults are cured to City's satisfaction.
1 1.6 No Compensation After Date of Termination.
In the event of ten»ination, Developer shall not receive any compensation for work
undertaken after the date of the termination.-
1 1.7 Ri�hts of Cit� Not Affected.
Tcrmination 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
bc in addition to any and all othcr rights and remedics availablc to City under the law and
Loan Documen[s including, but not limited to, compelling Developer to complete the
Requircd Improvcments in accordancc with thc tcrms of thc Contract. Such tcrmination
does not lerminate any applicable provisions of this Contract that have been expressly
noted as surviving the term or early termination of the Contracl. No delay or omission by
City in exercising any right or remcdy available to it under this Contract shall impair any
such right or remedy or constitute a waiver or acquiescence in any Developer default.
I I.8 VVaiver of Breach Not Waiver of Subsequent Breach.
Thc waivcr of a brcach of any tei-m, covcnant, 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.
1 1.9 Civil, Criminal and AdministraNve Penalties.
Failure to pci-form all the Contract terms may result in civil, criminal or
administrative penalties, including, but not limited to those set out in this Contract.
1 I.10 Termination for Cause.
I 1.10.1 City i�nay terminate this Contract in the event of Developer's default,
inability, or failure to perform subject to notice, grace and cure periods. �n the event City
tcrminatcs this Contract for causc, all CDBG Funds awarded but unpaid to Dcvcloper
pursuant to this Contract shall be immediately rescinded and Developer shall have no
furthcr right to such fi.►nds and any CDBG Funds al►-cady paid to Dcveloper must bc rcpaid
to City within 30 days of termination, or at City's election Developer must repay City in
accordancc with thc provisions of Section 5.6.1.6. Failure to repay will result in City
exercising all remedies available to City under this Contract or the Loan Documents.
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11.10.2 Developei- may terminate this Contract if City does not provide the
CDBG Funds substantially in accordancc with this Contract.
1 I.1 I Termination for Convenience.
In terminatin� in accordance with 24 C.F.R. 85.44 t{�is C'ontract may b� tenninated
in whole or in part only as follows:
I I.I l.l F3y Ciry with thc conscnt of Dcvcloper in which casc thc Parties shall
agree upon the terniination conditions, including the et�fcctive datc aiicl in the case of partial
termination, the �ortion to be terminated; or
11.I l.'� E3y the Dc�clopec iipun at Ica�t 30 days' written notice to City, s�tting
f�orth the reasons for such termination, the effective date, and in the case of partial
termination, the portion to bc terminated. ln the case ofi a partial termination, City may
terminate the C"ontract in its entirety if City detei-mines that the retliaining portion of the
C��ntract to bc perfi�rn�cd or CDBG Fun�ls to bc spcnt �vill not accoitiplish thc pwposes for
which this C�ontract was made.
1 I.12 Non-Appropriadon of Funds.
In the event no funds or insufficient funds are appropriated by City in any fiscal
period for any payments due hereunder, City will notify Developer of such occurrence
and this Agreement will terminate on the last day of the fiscal period %r which
ap�ropriations were received without penalty or expense to C'ity of any kind whatsoever,
except as to the portions of the payments herein agreed upon for which funds have been
appropriated.
1 1.13 Dissolution of Developer Terminates Contract.
tn the event Developer is dissolved or ceases to exist, this Contract shall termina[e.
In thc event of tcrmination under this Section, all CDBG Funds are subject to re�ayment
ancl/or City may exercise all of its remedies under this Contract and the Loan
Docu ments.
l2. REPAYME\T OF FUNDS.
All CDBG Funds are subject to repayment in th� event the Required Improvements
do not meet the requirements as set out in this Contract or in the CDBG Regulations,
including but not limitc;d to meeting thc National Objectivc. If Developer changes use of
Required improvements to one that does not meet the CDBG Requirements, the City
Requirements, the \ational Objective and/or other requirements of the CDBG
Regulations or the terms of this Contract, Developer must either (i) repay the CDBG
Funds or (ii) at City's election Developer must repay City in accordance with the
provisions of Section 5.6.1.6.
13. MATERIAL OWNERSHIP CHANGE.
If ownership of the Developer or the project materially changes after the date of
this Contract, City may but is not obligatcd to, tcrminatc this Contract. C'ity has 30 days to
make such determination after receipt of notice from Developer and failure to make such
dctcrmination will constitutc a waiver. In thc cvcnt of tcrrnination undcr this Section 13,
all CDBG Funds awarded but not yet paid to Developer pursuant to this Contract shall be
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immediately rescinded and Developer shall have no further right to such funds. Any
CDBG Funds alrcady paid to Dcvcioper must bc rcpaid to City within 30 days of
termination under this Section.
14. GE\ERAL PROVISi01S.
14.1 Developer an Independent Contractor.
Developer shall operate hereunder as an independenl contractor and not as an
officer, agent, servant or employee oFCity. Developer shall have exclusive control oF, and
the exclusive right to control, the details of the work and services performed hereunder,
and all persons perfoi-ming samc, and shall be solely responsible for thc acts and omissions
of its officers, ►Y�embers, agents, servants, employees, con[ractors, subcontractors, vendors,
tenants, clients, licensecs or invitccs.
14.2 Uoctrine of Respondeat Superior.
The doctrine of respondeat superior shall not apply as between City and Developer,
itti officers, members, agents, servants, employees, contractors, subcontractors, [enants,
clients, licensees or invitees, and nothing herein shall be construed as creating a partnership
orjoint enterprise between C'ity and Dcveloper. City does not have the legal right to control
the details of the tasks performed hereunder by Developer, its officers, members, agents,
employees, contractors, subcontractors, vendors, tenants, licensees or invitees.
14.3 Developer Property.
City shall under no circumstances be responsible for any property belonging to
Ueveloper, its officers, members, agents, employees, contractors, subcontraclors, vendors,
tcnants, clients, liccnsecs or invitecs that may be lost, stolen or destroycd or in any way
damaged and DEVELOPER HEREBY ItiDEM1�iFIES AND HOLDS HARMLESS
CITY A1�D TTS OFFICF,RS, AGENTS, A\'D EMPLUYEES FROM ANY A\D AI,L
CLAIMS OR SU[TS PERTAIVI`G TO OR CONNECTED W1TH SUCH
PRUPERTY.
14.4 ReliQious Or�anization.
No portion of the CDBG Funds shall bc used in support of any scctarian or rcligious
activity. 1n adclition, there must be no religiou� or membership criteria for clients of a
CDBG-funded se�vice.
14.5 Venue.
Venue shall lie in state courts located in Tarrant County, Texas or the United States
District Court for the Northern District of Texas, Fort Worth Division for any action,
whether real or asserted, at law or in equity, arising out of th� execution, performance,
attempted perfo►-mance or non-performance of this Contract.
14.6 Governin� Law.
This Contract shall be governed by and constn.tcd in accordancc with thc laws of
the State of Texas. Tf any action, whether real or asserted, at law or in equity, arises out of
thc cxecution, perfottnance or non-performancc of this Contract or on the basis of any
provision herein, for any issue not governed by federal law, the choice of law shall be the
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laws of the State of Texas.
14.7 Severability.
Thc provisions of� this Contract ai-c scverablc, and, if f��r any rcason a clausc,
sentence, paragraph or other part of this Contract shall bc determined to be invalid by a
court or Fcdcral or Statc agcncy, board or commission having jurisdiction over thc subject
matter thereof, tiuch in��alidity shall not affect othei- provisions which can be given effect
without the invalid provision.
14.R Written AQreernent Entire A�reement.
7�his written instrument and the Attachments and Exhibits attached hercto, which
are incorporated by reference and made a part of'this Contract for all purposes, constitute
the entirc agreemcnt by thc Parties concerning the work and scrvices to be performed undcr
this Contract. Any prior or contemporaneous oral or writtcn agreemcn[ which purports to
vary thc te►Tns of this Contract shall bc void. Any amcndrnents to the tcrms oi�this Cc�ntract
must be in writing anci executed by the Parties.
14.9. Para�raph Headin�s for Reference Onlv, No Le�al Si�nificance;
Number and Gender.
The para�,naph headings contained herein are for cunvenience in reference to this
C'ontract and are not intended to define or to limit the scope of any provision of this
Cc�ntract. Whcn conlcxl rcquires, singular nouns and pronouns includc thc plural and thc
masculine �ender shall be deemed to include [he feminine or neuter and the neuter gender
to include the masculine and feminine. The wo�•ds "include" and "including" whcnevcr
used herein shall be deemed to be followed by the words "without limitation".
14.10 Compliance With All Applicable Laws and Re�ulations.
Developer agrees to comply fully with all applicable laws and regulations that are
currently in effect or that are hereafter amended during the term of this Gontract and
t}�roughout the Performance Period. Those laws include, but are not limited to:
➢ CDBG Regulations found in 24 CFR Part 570.
'v Title I of thc Housing and Community Dcvelopmcnt Act of I 974, as amended,
(42 USC' S3U1 et sey.)
v Title VI of the Civil Rights Act of 1964 (42 U.S.C. Scctions 2000d et sey.)
including provisions requiring recipients of federal assistance to ensure
meaningful access by person of limited English pro�ciency
Y The Fair Flousing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C.
Sections 3601 el seg. )
Y Executive Orders 11063, 11246 as amended by 11375 and 12086 and as
supplemen[ed by Department of Labor regulations 41 CFR, Part 60
➢ The Agc Discrimination in Employmcnt Acl of 1967
➢ The Age Discrimination Act of 1975 (42 U.S.C. Sections 6101 et seq.)
Y The Uniform Rclocation Assistancc and Real Property Acquisi[ion Policies Act
of 1970 (42 U.S.C. Sections 4601 et seq. and 49 CFR Part 24) ("UR�1")
Y Scction 504 of the Rehabilitation Act of 1973 (29 U.S.C. Sections 794 e[ seq.)
and 24 CFR Part 8 where applicable
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Y National }-;nvironmental Policy Act of 1969, as amended, 42 U.S.C'. sections
4321 el sc�y. ("NF,PA") and the related authorities listed in 24 C'FR Part 58.
Y The Clean Air Act, as amended, (42 U.S.C. Sections 1251 et sey. ) and the Clean
Water Act of I 977, as amcnded (33 iJ.S.C. Scctions 1251 e! sey. ) and thc related
Fxecutive Order 1 1738 and Fnvironmental Protection Agency Regula[ions at
40 CFR Part 15. in no cvcnt shall any amount of thc assistancc providcd undcr
[his 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.
y Immigration Reform and Control Act of 1986 (8 U.S.C. Sections l 101 et sey.)
specifically including the provisions requiring employer verifications of legal
status of its cmployees
Y The Americans with T�isabilities Act of 1990 (42 U.S.C. Sections 12101 el
seq. ), thc Architectural Barricr�s Act of� 1968 as amended (42 U.S.C, sections
4151 et sey.) and the Uniform Federal Accessibility Standards, 24 CrR Part 40,
Appcndix A
Y Regulations at 24 CFR Part 87 rela�ed 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, Subparl F
Y Executive Order 12549 and 24 CFR Parl 5.105(c) pertaining to restrictions on
participation by ineligible, debarred or suspended persons or entities
Y Section 6002 of the Solid Waste Disposal Act, as amended by the Re:sourcc
Conservation and Recovery Act
➢ Guidclincs of thc Environmental Protection Agency at 40 CFR Part 247
Y Por contracts and subgrants for construction or repair, Copeland "Anti-
Kickback" Act ( I K U.S.C. 874) as Supplemented in 29 CFR Part 5
Y 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 l 03
and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327A
300) as supplemented by 29 C'FR Pa►-t 5
Y Section 3 of the Housing and Urban Development Act of 1968, and
implementing regulations related to housing and community development
financial assistance at 24 CFR Part 75
➢ Lead-Based Paint Poisoning Prevention Act (42 U.S.C. 4801 ec seq.), as
amended by the Residcntial L,ead-Based Paint Hazard Reduction Act of 1992
(42 U.S.C. 4851 el sey.) and implernenting regulations at 24 C�R Part 35,
subparts A, B, M, and R
Y Uniform Adrninistrative Requirements, Cosl Principles, and Audit
Requirements for Federal Awards, 2 CFR Part 200 et ,seq.
Y Federal Fundin� Accountability and Transparency Act of 2006, (Pub.L.. 109-
282, as amended by Section 6205(a) of Pub.L. 1 10-252 and Section 3 of Pub.L.
113-101)
v Federal Whistleblower Regulations, 10 U.S.0 2409, 41 U.S.C. 4712, 10 U.S.C.
2324, 41 U.S.C. 4304 and 41 U.S.C. 4310.
14.11 HUD-Assisted Proiects and Employment and other Economic
Opportunides; Section 3 Requirements.
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14. l 1.1 Requirement to be included in Construction Contracts.
As rnandatcd by Scction 3 of thc Housing and Urban Dcvclopmcnt Act of I 968 and
its related regulations at 24 CFR Part 75, Developer shall ensure that Project Construction
Contractocs shall, to thc greatest extent fcasiblc, provide employment opportunitics to low
and moderate income workers and to low and moderate income residents of the Project
Service Area and to businesses owned by or employing low and moderate income workers,
as further defined and described in the Sections below.
14.1 1.2 Section 3 Definitions
14.1 l.2.1 Scction 3 Workcc mcans cithcr a) a workcr whosc income is
below the income established by i-IUD for Section 3 compliance, which is 80% of the area
median income, or b) a worker that is employcd by a Section 3 Business.
14.1 1.2.2 Targeted Section 3 Worker means a worker that lives within
the Project Servicc; area and also meets the definition of a Section 3 Worker.
I�l. I 1.2.3 Section 3 Business means a business tha[ meets one of the
following conditions: a) is at least 51 % owned by low or moderate income persons; b) has
had over 75% of its labor hours pcc�formcd ovcr thc last thc months by low or modcrate
income persons; or c) is at least 5 I% owned by public housing residents or residents that
currcntly live in Section 8-assisted housing.
14.11.2.4 Project Scrvicc Arca means thc gcographic arca within onc
mile of the Project Site which includes 5000 population, oi- the geographic area around the
Project Site which is large enough to include 5000 residents, as represented on Section 3
Project Service Area Map attached as Exhibit I-1 to this Contract.
14.1 l.3 Responsibilities for Section 3 Requirements.
Developer understands and agrees that compliance witl� the provisions of
Scction 3, thc rcgulatiuns sct forth in 24 CFR Pac-t 75, and all applicablc rules and ordcrs
of �(UD shall be a condition of the federal financial assistance provided to the project
binding upon Dcvcloper, and its respcctivc �ucccssors, assigns, contractors and
subcontractors. Failure to fulfill these requirements shall subject Developer and its
contl-actors and subcontractors and its respective successors and assigns to those sanctions
specified by the grant agreement through which federal assistance is provided and [o such
sanctions as are specified by 24 CFR Part 75. Developer's responsibilities for fulfilling
Section 3 requirements include:
14.11.3.1 Implementing proccdures to notify potcntial Scetion 3
Workers and Section 3 Businesses about training,
employment, and contracting opportunitics gencratcd by this
Project Contract;
14.1 ].3.2 NotiCying potential contractors working on Sec[ion 3
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covered projects of their ►-esponsibilities;
14. i 1.3.3 Facilitating the training and employment of Section 3
Workcrs and the awai•d of contracts to Scction 3 Busincsscs;
14.1 1.3.4 Assisting and activcly cooperating with the Neighborhood
Services Department in making contractors and
subcontractors comply;
14.1 1.3.5 Documenting actions taken to comply with Section 3; and
14.1 1.3.fi Submitting Section 3 Reports to the City as further described
bclow.
14.1 1.4 Section 3 Reportin� Requirements.
In order to comply with the Section 3 requirements, Developer must:
l4. I t.4. ] Report to the City within 30 days of award of the prime
construction contract, and regularly thereafter, the names,
hourly wages, hours worked, and related required
information for all nonprofessional workers working on the
Pi-ojcct, as shown on Exhibit I-1. This information must be
reported through City's designated Section 3 and Davis-
Bacon rcporting software. These reports shali bc submittcd
monthly, or with each construction draw request.
14.11.4.2 Requirc the Prime Contractor and all subcontractors to
provide the information required by Exhibit I-1 via the
City's designated Section 3 reporting software.
14.1 1.4.3 Submit, via City's designated Section 3 reporting softwarc,
or on applicable foi�ms as attached to this Contract,
ccrtitications rcgarding thc Section 3 Workcr and Targctcd
Section 3 Worker status of all nonprofessional workers on
the projcct.
14.1 1.4.4 Require all subcontractors to complete and submit Section 3
Business Certifications for subseyuent submission to the
City.
14.1 1.4.5 Advertise employment opportunities created by the Project
to thc public for open competition within the City of Fort
Worth, and within the Project Service Area(s), and provide
copies of such advertisements to City with cach qua►-terly
Section 3 report, in the form of printout of Texas Workforce
Commission posting, copy of newspaper advertisement,
copy of� flyers and listing of locations where flyers were
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distributed, and the like.
14. I I.4.6 Report to the City within 30 days of award of the Contract
to the Prime Contractor, ancl on a monthly basis thercafter, a
list of all contracts awarded to subcontractors for the Project.
This shall include namc of all such subcontractors, thcir,
addresses, zip codes, and the amounts of each subaward as
of the date of the report, as well as the contact inforrnation
for each subcontractor's I-luman Resources Department or
primary hiring official
14.11.4.7 Participate in, and require the Prime Con[ractor and
subconh�actors to participatc in at Icast onc
Neighborhood/Projecl Service Area Job Fair organiz.ed by
thc neighborhood Scrvices Dcpartment to promote
employment of Section 3 and Tarbeted Section 3 Workers
during the contract period.
14.1 L4.K Coordinate and cooperate with the City in efforts to
publicize employment and contracting opportuni[ies
associated with the Project, including programs of the City's
Minority and Womcn's Busincss Enterprise (MWBE)
office.
14,1 1.5 This Section 14. I 1 shall be included in its entirety in all Project
construction contracts or subcontracts totaling $200,000 or morc.
14.1 1.6 City and Developer understand and agree that compliance with the
provisions of Section 3, the regulations set forth in 24 CFR Part 75, and all applicable rules
and requirements of HUD shall be a condition of the Federal financial assistance provided
to the Program binding upon City and Dcvcloper and thcir respcctivc succcssors, 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
assistancc is provided and to such sanctions as are spccified by 24 CFR Part 75.
14.12 Prohibition Against Discrimination.
14.12.1 General Statement.
Developer, in the execution, performance or attempted performance of this
Contract, and in operation of services provided on the Property, shall comply with all non-
discrimination reyuirements of 24 CPR 570.607 and the ordinaF�ces codificd at Chaptcr 17,
Article I1T, Division 4- Fair Hoa�sing of the City Code. Developer may not discriminate
against any person because of race, color, sex, gender, religion, national origin, familial
status, disability or perccived disability, sexual orientation, gendcr identity, gender
cxpression, or transgcndcr, nor will Dcveloper pern�it its of'ficcrs, mcmbcrs, agcnts,
employees, vendors, or project participants to engage in such discrimination.
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This Contract is madc and cntcrcd into with rcfcrcncc spccifically to the ordinanccs
codified at Chapter 17, Article IT1, Division 3- Employment Practice,s of the City Code,
and Devcloper hereby covenants and agrces that Devcloper, its offcers, mcmbers, agents,
employees, vendors, and contractors, have fully complied with all provisions of same and
that no employec, or applicant for cmploymcnt has bcen discriminatcd against undcr the
terms of such ordinances by either or its officers, members, agents, employees, vendors, or
contractors,
14.12.2 No Discrimination in Employmenl dur•inQ the Performance of this
Contract.
During the performance of this C;oritract, Developer agrees to the following
provision, and will requirc for thc constiuction of thc Rcquircd Improvements chat its
contractors, subcontractors, and vendors also comply with such provision by including it
in all contracts with its cont►-actors, subcontractors, or vendors:
Contraclor's, Sasbcvn(ructor's or I'endor's Name�_ will not unlawfully
discnmina[e against any employee or applicants for employment because of race, color,
sex, gender, religion, national origin, familial status, disability or perceived disability,
sexual orientation, gender identity, gender expression or transgender. [Contractor's,
Subcon�ractoi�'s or Vendor's Namel _will take affirmative action to ensure that applicants
are hired without regard to race, color, sex, gender, religion, national origin, familial status,
disabili[y or perceived disability, sexual orientation, gender identity, gender expression or
transgender and that employecs arc trcated fairly during employment witklout rcgard 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: employmen[, upgrading,
demotion or transfer, recruitment or recruitment advertising, layoff or termination, c�ates of
pay or other forms of compensation, and selection for training, including apprenticeship.
Lo�ttractor's, SLlI7C011U'LICIOY's or [�endoj-'s Name� agrees to post in conspicuous places,
available to cmployecs and applicants for employmcnt, noticcs setting forth the provisions
of this nondiscrimination clause.
(Conlj�aclur's, ShcIJCOi1iYQCCOY �S or Vendor's Name� will, in all solicitations or
advertisements for employec;s placed by oc on behalf of �Cofieraclor�'s, Subcortl�•aclor's or
I�enrlor's Namel __, state chat 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.
f Contractor's, SubconU�ac�or's or Vendor's Name],__ covenants that neither it nor
any of its officcrs, mernbers, agcnts, employees, or contractors, while cngagcd in
performing this Contract, shall, in connection with the employment, advancement or
dischargc of cmployccs or in conncction with thc tcrms, conditions or privilcgcs of thcir
employment, discriminate against persons because of their age or because of any disability
or perceived disability, exccpt on the basis of a bona fidc occupationa) qualificatiun,
retirement plan or statutory requirement.
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Contraclor's, Subconlractor's of� Veirdnr's Name _ further covcnants that neither
it nor its officers, members, agents, employees, contractors, or persons acting on their
bchalf', shall spccify, in solicitations or advcrtiscrncnts for employccs to work on this
Contract, a maximum age limit for such employment unless the specified maximum age
limit is bascd upon a bona fidc occupational qualification, retiremcnt plan or statutory
requirement.
14.12.3 Developer's Contractors and the ADA.
In accordance with the provisions of the Amcricans With Disabilities nct of 1990
("ADA"), Dcvcloper 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 thc availability, terms and/or conditions of employment for applicants for employmcnt
with, or employees of Developer or any oF its contractors. D�VELUPF,R WARRANTS
IT WILL FULLY COMPLY WITH ADA'S PROVISIO�S AND ANY OTHER
APPLiCABLE FEDERAL, STATE AND LOCAL LAWS CONCERNING
DISABILI'I'Y AND WILL DEFEND, INDEM\IFY AND HOLD CITY HARMLF,SS
AGAIIST A\Y CLAIMS OR ALLEGATIOVS ASSERTED BY THIRD PARTIES
OR CO�TRACTORS AGAiVST CITY ARISING OUT OF DEVELOPER'S
AND/OR ITS CO\TRACTORS', AGENTS' OR EMPLOYEES' ALLEGED
�'AiLURE TO CONIPLY WiTH THE ABOVF.-REFERENCED LAWS
CO\CF.RNING DISABILITY DISCRIMINATIO\ IV THE PERFORR�IANCE OF
THIS CONTRACT.
14. I 3 Conflict of Interest and Violations of Criminal Law.
14.13.1 Developer Safe�uards.
Developer shall establish safeguards to prohibit its employees, board members,
advisors and agents f'rom 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 thcy havc family, business or other ties. Dcveloper shall disclose to City any
conflict of interest or potential conflict oF interest described above, immediately upon
discoveiy of such.
14.13.2 General Prohibition Against Conflicts of Interest.
No persons who are employees, agents, consultants, officers or elected officials or
appointed officials of City or of Developer who exercise or have exercised any functions
or responsibilities with respect to activities assisted with CDBG Funds or who are in a
position to participate in a decision-making process or gain inside inFormation with regard
to these activities may utilize CDBG services, may obtain a financial interest or benefit
ft�om a CDBG-assisted activity, or have an interest in any contract, subcontract or
agreement with respect thcreto, or the procccds thcreunder, either for themsclves or those
with whom they have family or business ties, during their tenure or For 1 year thereafter,
unlcss [hey arc acccptcd in accordancc with the proccdures sct forth at 7_4 CFR 570.61 I.
14. I 3.3 Disclosure of Conflicts of Interest.
[n compliance with 2 CFR Pari 200. l l2, Developer is required to timely disclose
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to City in writing any potential conflict of� in[erest, as described in this Section.
14.13.4 Disclosure of Texas Penal Code Violations.
Devcloper affinns that it will adhct•e to thc provisions of the Texas Pcnal Codc
which prohibits bribery and gifts to public servants.
14.13.5 Disclosure of Federal Criminal Law Violations.
In compliance with 2 CFR Part 200.1 13, Developer is required to timely disclose to City
all viol�tions of federal criminal law involving fraucl, bribery or gratuity violations
potentially affecting this Contract.
14.14 Labor Standards.
14.14. I As applicable, Developer agrees to comply with the reyuirements of the
Secretary of Labor in accordancc with the Davis-Bacon Act (40 U.S.C. 276a-7) as
amended, the provisions of C'ontract Work Hours and Safety Standards Act (40 t1.S.C. 327
el sey.) 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 (1R U.S.C. 874 et seq.) and its
implementing regulations o{� the United States Department of Labor at 29 CFR Part 5.
Developer shall maintain documentation that demonstrates compliance with hour and wage
requirements of this Contract and [he CDBG Regulations. Such documentation shall bc
made available promptly to City for review upon request.
14.14.2 Developer agrees that, where required by the CDBG Regulations, all
contractors engaged under contract for construction, renovation or repair work financcd 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
requiren�ents of�the re�Tulations of�the Department of Labor undcr 29 CFR Parts l, 3, S and
7 governing the payment of wages and ratio of apprentices and trainees to journey workers;
provided that, if wa�e rates higher than thosc required under thcse regulations are imposed
by state or local law, nothing liereunder is intended to relieve Developer of its obligation,
if any, to rcquirc paymcnt of thc highcr wage. Dcveloper shall cause or rcquire to bc
inserted in full provisions meeting the reyuirements of this paragraph in all such contracts
subject to such regulations.
14.14.3 If Davis-Bacon is applicable, Developer shall provide City access to
employee payrolls, contractor and subcontractors payrolls and other wage information for
persons perfor�ning construction of the Development. Payrolls must be submitted to the
Neighborhood Services Department weekly, and mus[ be available to Neighborhood
Services Department staff upon request. tn addition, Developer shall ensure that City will
have access to employees, contractors and subcontractors and thcir employces in order to
conduct onsite interviews with laborers and mechanics. Developer shall inform its
contractor� and subcontractors that City staff and/or Federal agencies may conduct periodic
employee wage interview visits during the construction of the Required Irnprovements to
ensure compliance.
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14.15 Subcontracting with Small and i�'Iinority Firms, Women's Business
Enterprises and Labor Surplus Areas.
14.15.1 For procurcmcnt contracts $50,000.00 or lar�cr, Dcvcloper agrces to
abide by C'ity's policy, as may be amended from time to [ime, to involve Minority
Business Enter-priscs and Small Busincss Entcr}�riscs 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 �o 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. Tt is national policy to award a fair share of contracts to disadvantaged
busincss entcrpriscs ("DBEs"), small business en[etprises ("SBEs"), minoi�ity business
enterprises ("i�1BCs"), and women's business enterprises ("WBEs"). Accordingly,
affirmative steps must be taken to assure that DBEs, SBF,s, MBEs, and WBEs are utilized
when possible as sources of supplies, eyuipment, construction and services.
14.15.3 In order lo comply with Federal reporting rcquirements, Developer must
submit the form a�tached hereto as Exhibit "I," — MI3F, Reporting Form for each contract
or subcontract with a valuc of $10,000.00 or morc paid or to bc paid witll thc CDBG F�unds.
Developer shall submit this fonn annually by the date specified in Exhibit "L" — NiBE
Reporting Form.
14.16 Other Laws.
The failure to list any federal, statc: or City ordinance, law or regulation that is
applicable to Developer does not excuse or relieve Developer from the requirements or
responsibilities in regard to following the law, nor fi-om the consequences or penalties for
Developer's failure to follow the law, if applicable.
14.17 Assi�;nment.
Dcvcloper shall not assign all or any part of its rights, privilcgcs, or dutics under
this Contract without the prior written approval of City. Any dttempted assignment without
approval shal I bc void, and shall constitutc a brcach of this Contract.
14.18 Ri�ht to Inspect Developer Contracts.
It is agreed that City has the right to inspect and approve in writing, prior to any
charges being incurred, any proposed contracts between Developer and (i) its general
contractor and subcontractors, including any lower tier subcontractors engaged in any
activity that is funded as a part of the construction of the Required Improvements to ensure
they contain Davis-Bacon Act and Section 3 rcquircments, (ii) vendor contracts arising out
of the constiuction of the Required Tmprovements, and (iii) any third party contracts to be
paid with CDF3G Funds.
14.19 Force Maieure
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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 disturbanecs, ac[s of
public enemies, wars, blockades, insurrections, riots, epidemics, pandemics, earthquakes,
fires, floods, restraints or prohibitions by any court, board, dcpartment, commission or
Developer of the United Stales or of any States, civil disturbances, or explosions, or some
othcr reason beyond such Devclopei-'s control (collectively, "Force Majeure Event"), thc
obligations so affected by such Force Majeure Event wilt be suspended only during the
continuance of such event. Developer will give City written notice of the existence, extent
and nature of the Force Majeuc-e Event as soon as reasonably possible after the occu►-rence
of the cvent. Failure to give notice will result in thc continuance of the Developer's
obligation regardlcss of thc cxtent of any existing Force Majeure Event. Developer will usc
commercialiy reasonable efforts to remedy its inability to perform as soon as possible.
14.20 Survival.
Any provision of this Contract that pertains t� thc CDBG Rcquircmcnts, indcmnity
obligations, the City Requirements, the National Objective, auditing, monitoring, rcporting
requirements, clie;nt income eligibility, record keeping and reports, City ordinances, the
provisions of Section 6.6 pertaining to the Federal System Award Management, or any
other applicable CDBG Program requirements, and any default and enforcement
provisions necessary to enforce such provisions, shall survive the term or earlier
termination of this Contract for the longer of (i) 5 years after the termination of this
Contract, or (ii) 5 years aftcr thc tcimination of thc Pcrf�onnancc Period, and shall bc
enforceable by City against Developer.
15. INDEviNiFiCATiON A\D RELEASE.
DEVELOPER COVENANTS AND AGREES TO INDEMVIFY, HOL,D
HARMLESS AND DEFEND, AT ITS OWN EXPENSE, CiTY A\D ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES FROM A�D AGA[NST ANY AND ALL
CLAiMS OR SUiTS FOR PROPERTY LOSS OR DA1�iACE AND/UR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSO\'S, OF
WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED,
ARISI\G OUT OF OR I\ CON\'ECTIO\` WITH THE EXECUTIO\,
PERT'ORMANCE, ATTF,I�IPTF..D PERFORMANCE OR NONPERFORMANCE
OF THIS CONTRACT AND/OR THE OPERATIONS, ACTIVITIES AND
SERV[CES OF THE RF.QUIRED IMPROVEME;�`TS DESCRIBED HERF.I\,
WHETHER OR i�OT CAUSED IN WHOLE OR IN PART, BY ALLEGED
\'EGLIGENCE OF OFFICF,RS, AGE�TS, SERVANTS, EMPLOYEES;
CO\TRACTORS OR SUBCO\TRACTORS OF CTTY; AND DEVELOPER
HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY OF CITY AND
ITS OFFiCERS, AGENTS, SCRVANTS, AND F.MPLOYF.F.S FOR ANY AND ALL.
CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL
TVJURY, iVCi,UDiNG DEATH, TO ANY AND ALL PF.RSO\S, OF
WHATSOEVER KINDS OR CHARACTER, WH�.THER REAL OR ASSERTEU,
ARiSiNG OUT OF OR I\ CONNECTTOv WTTN THE EXECUTiO\,
PERFORMANCE, AT'i'F,n�iPTF,D PERFORMAVCE OR NOVPERFORMANCE
OF THIS CONTRACT AND/OR THE OPERATIONS, ACTIVITIES AND
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SERViCES OF THE REQUIRED (MPROVEiV1E\TS DF,SCRIBED HEREiN,
WHETHER OR �OT CAUSED lN WHOLE OR IN PART' BY ALLEGED
NF,GLTGE\CE OT' OFFiC�RS, AGENTS, SERVANTS, EMPLOYi',ES,
C01'TRACTORS OR SUBCONTRACTORS OF C[TY. DEVEL,OPER L[KEWISE
COVENANTS AND AGREES TO AND DOES HERF.BY InDEMN�FY AND HOLD
HARMLESS CITY FROM A\D AGAI\ST AnY AND ALL I\JtIRY, DAMAGE
OR DESTRUCTIO\ OF PROPERTY OF CITY, ARISING OUT OF OR IN
CO\NECTION WITH ALL ACTS OR OMISSI0IS OF DEVFLOPF,R, ITS
OFFICERS, MEMBERS, AGE\TS, EMPLOYEES, COti`I'RACI'ORS,
SUBCOiVTRACTORS, INVITECS, LiCE\SF,ES, OR PROJECT PARTICIPANTS,
OR CAUSCD, I� WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF
OFFICF,RS, AGENTS, SERVA�TS, EMPLOYEES, CO�TRACTORS OR
StJBCONTRACTORS OF CITY.
IT IS THE EXNRESS IITENTION OF THE PARTIES, BOTH DEVEL,OPER A�'D
CITY, THAT THE I1�DEMNITY PROVIDED FOR THIS SECT10\ I\CLUDES
I\DEMhITY BY DEVELOPER TO I�DEMNIFY AND PROTECT CITY rROM
THE CO�SEQUEVCES OF CITY'S OW\ NEGLIGENCE, WHETHER THAT
\EGLIGE\CF, IS ALLF,GED TO BE THF SOLF. OR CO\CURRiNG CAUSE OF
THE I\JURY, DAMAGE OR DEATH.
DEVELOPER AGREES TO AND SHALL RELEASE C1TY, ITS AGE�TS,
EMPLOYEES, OFFfCF;RS AND LEGAL REPRESENTATTVES FROM ALL
L[ABILITY FOR INJURY, DEATH, DAMAGE OR LOSS TO PERSO\S OR
PROPERTY SUSTAiNED P,\' CO\`NECTIO\ WiTH OR iVCiDENTAL TO
PERFORMA�CE U\DER THIS CO�TRACT, EVEN iF THF, i\JURY, DEATH,
DAMAGE OR LOSS IS CAUSED BY CITY'S SOLE OR CO�iCURRENT
\EGLIGE�CE.
DEVELOPER SHALL REQUiRE ALL OF ITS CONTRACTORS,
SUBCONTRACTORS, A\D VENDORS TO [NCLUDE 1\ THEIR CONTRACTS
A1�D SUBCONTRACTS A RELCASE AND I1�'DEMNiTY i'� FAVOR OF CiTY IN
SUBSTANTIALLY THE SAME FORM AS ABOVE.
lb. WAIVER OF I�IMUNITY 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 per�ons 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 irnmunities under constitutional, statutory or
common law.
17. I\SURANCE AND BONDING.
Developer will maintain blanket fidclity coveragc in the form of' insurancc or bond in the
amoun[ of $754,302.80 to insure against loss from the fraud, theft or dishonesty of any of
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Developer's officers, agents, trustees, directors or employees. The proceeds of such bond
shall bc uscd to rcimbursc C'ity for any and all loss of CDBG Funds occasioncd by such
misconduct. To effectuate such reimbursement, such fidelity covet-age shall include a rider
stating that reimburscmcnt for any loss or losscs thcrcundcr shall namc thc City as a Loss
Payee.
Developer shall furnish [o City in a timely manner, but not later than th� Effcctivc Date,
certificates of insurance as proof thac it has secured and paid for policies of commercial
insurance as speci�ied herein. If City has not received such certificates by the Lffective
Date, Developer shall be in default of the Co��tract and City may, at its option, terminate
thc Contract.
Such insurancc shall covcr all insurablc risks incidcnt to or in connection with thc
execution, performance, attemptecl pe;rformance or nonperformance of this Contract.
Dcveloper shall maintain, or require its gencral contractor [o maintain, the fiollowing
coverages and limits thereof:
Commercial General Liability�CGL) Insurance
$1,000,000 each occurrence
$2,000,000 aggre�;ate limit
Non-Profit Organization Liability or Directors & Officers Liability (if applicable)
$1,000,000 Each Occun�cnce
$1,000,000 Annual Aggregate Limit
Business Automobile Liability tnsurance
�1,OOQ,000 cach accidcnt on a combincd singlc-limit basis, or
� 250,000 Property Uamage
$ 500,000 Bodily Injury per person per occuc-rence
insurance policy shall be endorsed [o cover "Any Auto", defined as autos owned, hired and
non-owned. Pending availability of the above covera�;c and ac thc discretion of City, thc
policy shall be the primary responding insurance policy versus a personal auto insurance
policy if or when in the course of Develop�r's business as contracted herein.
Workers' Compensation Tnsurance
Part A: Statutory Limits
P�u-t 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
projccts including but not limitcd to construction, demolition, and rehabilitation_
Developer or its contractors shall maintain coverages, if applicable. in the event
thc respcctivc contractors do not maintain covcragc, Dcvcloper shall maintain thc
coverage on such contractor, if applicable, for each applicable contract.
Additional Requirements
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Such insurance amounts shall be revised upward at City's reasonable option and no more
frequently than once every 12 months, and Devcloper shall revisc such amounts within 30
days following notice to Developer of such requirements.
Developer will submit to Ci[y documentation that it has obtained insurance coverage and
has cxecuted bonds as required in this Contract prior to paymcnt of any monies provided
hereunder.
Where applicable, insurance policies required herein shall be endorse;d to include City as
an additional insured as its interest may appear. Addi[ional insured parties shail include
employecs, officcrs, agcnts, and volunteers of City.
The Workers' Compensation Lnsurancc policy shall be endorsed to include a waiver of
subrogation, also referred to as a waiver of rights oFrecovery, in favor of C'ity.
Any failure on part of City to request certificate(s) of insurance shail not be cor�strued 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 shal) be acceptable lo City insofar as their financial
strenbth and solvcncy and cach such company shall have a cu►7�cnt minimum A.M. Best
Key Rating Guide rating of A: V1I or other equivalent insurance industry standard rating
otherwisc approvcd by City.
Dcductiblc limits on insurancc policies shall not cxcccd $5,000 pei� occurrcncc unless
otherwise approved by City.
In the event there are any iocal, Federal or other regulatory insurance or bonding
requirements for the Project, and such requirernents exceed those specified herein, the
formcr shall prcvail.
Dcvcloper shall ecquirc its contractors to maintain applicablc insui-ancc covcrages, 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 insurers (as their interest may appear) on their respective insurance
policies.
Developer shall require its general contractor to maintain builders risk insurance at the
value of the construction.
Notwithstanding any provision in this Contract to the contrary, when applicable, Developer
shall comply with the eequiremen[s of 2 CFR 200.310 and shall, at a minimum, provide t}�c
equivalent insurance coverage for real property and equipment acquired or improved with
CDBG Funds as providcd to any property owncd by Devcloper.
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18. Certification Re�ardin� Lobbving.
The undersigned representative of Developer hereby certifies, to the best of� his or
her knowledge and belicf, that:
No Federal appropriulerl funds huve been paid or will he paid, hy ar on
he/talf ofDeveloper, to any per�,con for inJluencij�g or atlernpling to inJlarence
an nJ'ficer or employee of any 1)eveloper, u member o/�Cnngress, an o%/icer
or employee o/ C'n��gress in co�inection wilh th� awarding o/ any Fc�cic:ra!
conlract, the making o/�r�jiy Fecferal gran(, !h� making oJany Federal lou�i,
1{te entering 1lIIO o/ nfty coopc:ralive ag��eernenl and lhc extensiun,
corrtinuation, reneival, a�ne�zdmenl, or modificalion of any Federal
corrlrucl, granl, loa�i or cvoperallve agreemenl.
If arry Junds ol{rer lhan federally app��opria[ed f�nr�s have been paid or will
be paid lo any person for in/luencing or a�lempling [o in/luence un a%Jicer
nr employee o%uny Developer, memhej� ofCo,�gress ij� ��o��,tec�ri��r� tivi�h rhi.s
Federa! contracl, gr�ajit, loan of� coopej�alive agreernerrt, Develaper sha!!
complele and sa�bmt! Standard Form-t I,L, "Disclosur-e Fnrm ro Report
Lohhying, " in accordance wi!l1 its insiructivr�s.
This certification is a malerial rep��esenlalion oJ:Jacl a�pai which reliance
was placed when lhis Contract was mar�e or ente�•ed ineo. Submission of
t{iis cerlifical� is a prer•eyui.sile for �r�aking nr entering into this Con[racl
irnposed by 3l U.S.C. Section 135?. Arty pe�son who fails to fife 1he
required certificatinr: .rhalf be st�bject to a civil penalty of iiot less than
�10,000.00 and not rnnre tha�t �IOO,OOD.OD for each such /�ailure.
Developer shall require that the language of this certification be included in all
subcontracts or agreements involving the expenditure of federal funds.
19. RELIGfOUS ORGANIZATIO\.
Devcloper shall comply with all applicablc requiremcnts as more particularly
described in 24 CFR Part 5.109. No portion of the CDBG Funds shall be used in suppor[
of any scctarian or religious activity.
19.1 Separation of Explicitiv ReliQious Activities.
Developer retains its independence and may continue to carry out its mission,
including the definition, development practice, and expression of its religious beliefs,
provided that it does not use CDBG Funds to support or engage in any explicitly religious
activities (including activities that involve overt religious content such as worship,
rcligious instruction, or prosclytization), or in any othcr manner prohibitcd by law,
19.2 Explicitly Reli�ious Activities.
1f Developer engages in explicitly religious activities (including activities that
involve overt religious contcnt such as worship, religious instruccion, or prosclytization),
CDBC COVSTRUC:�'10� CO\TRACT Page 38
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Red Shield Gmergency Shelter Rehabilitation Project
the explicitly religious activities must be offered separately, in time or location, from the
programs or aclivitics supportcd by CDBG Funds.
20. Liti�ation and Claims
Developer shall give City immediate notice in writing of any action, including any
proceeding before an administrative Developer, filcd against Developer in eonjunction
with this Con[ract, the Required Improvements or the project. Developer shall fiirnish
immediately to City copies of all pertinent papers received by Dcveloper with respect to
such action or claitn. Developer shall provide a no[ice to City within lU days upon filing
under any bankruptcy or financial insolvency provision of law.
21. \otice.
All notices required or permitted by this Contract must be in writing and shall be
effective upon receipt when (i) sent by United States mail with proper postage, certified
mail return receipt requested, or by a nationally recognized ovemight 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 co the sending Party.
Citv
City Attorney's Office
200 Texas Street
Fort Worth, TX 76102
Attention: Jo Ann Pate
Tclephone: 817-392-7600
C'opy to:
Neighborhood Services Department
200 Texas Strect
Fort Worth, TX 76102
Attention: Project Coordinator
Telephone: 8 I 7-392-266 I
Developer:
Namc: Deborah Bullocic
Title: Director of Adult and Family Programs
The Salvation Army, A Gcorgia Coi-porati�n
Address:1855 E. Lancaster Ave.
Fort Worth TX, 76103
Telephone: 817-344-1831 _
Email: Deborah.Bullocic@uss.salvationarmy.org_ __
22, DEVELOPER HAS LEGAL AUTHORT'TY TO ENTER INTO CONTRACT.
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Developer represents that it possesses the legal authority, pursuant to any proper,
appropriate and official motion, resolution or action passcd or taken, to enter into this
Contract and [o perform the responsibili[ies herein t�equired.
23. COUNTERPARTS.
This Contract may be executed in multiplc countei-parts, each of which shall be
considered an original, but all of which shall constitute one instrument.
24. BOYCOTTING ISRAEL PRUHIBITED.
Developer acknowledges that in accordance with Chapter 2270 of the Texas
Govcrnmcnt Code, City is prohibitcd fro►n entering into a contract with a company for
goods or services unless the contract contains a writ[en verification fi-om the company that
it: (1) docs no[ boycott Isracl; and (?_) will not boycott Isracl during the tcrm of thc
contract. The terms "boyeott Israel" and "company" shall have the meanings ascribed to
those tet7ns in Section 80R.001 of the Texas Government Code. By signing this Contract,
certifies that Developer signature provides written verification to City that
Developer: (1) does not boycott Israel; and (Z) will not boycott Israel during the term
of this Contract
25. 1MMIGRATION NATIO\AL1TY ACT.
Developer shall verify the identity and cmploymcnt cligibility of its cmployees who
perform work under this Contract, including completing the Employment Eligibility
Verification Form (I-9). Upon request by City, Devcloper shall provide City with copics
of all T-9 forms and supporting eligibility documentation for each employee who performs
work under this Contract. Developer shall adhere to all Federal and State laws as well as
establish apprupriale procedures and controls so thal no services will be performed by any
Developer employee who is not legally eligible to perfonn such services. TO THE
EXTENT PERMITTED BY TEXAS LAW, DEVELOPER SHALL IIYDEMNIFY
CiTY AVD HULD CITY HARMLESS FROM ANY PENALTIES, LIABiLITIES,
OR LOSSES DC1E TO VIOLATIO\S OF THIS PARAGRAPH BY DEVF.LOPER,
DF,VF.LPERS' EMPLOYEES, SUBCONTRACTORS, SUl3RECTPiENTS,
AGE\7'S, OR LICENSEES. City, upon writtcn notice to Developec-, shall have the right
to imtnediately terminate this Contract for violations of this provision by Developer.
26. Survival.
Any provision of this Contract that pertains to Performance Requirements,
indemnity obligations, reporting requirements, auditing, monitoring, tenant income
eligibility, record keeping and reports, City ordinances, compliance with any fedei•al
�bligations, and any default and enforecment provisions necessary to enforce such
provisions, shall survive the termination of this Contract for the longer of (i) 5 years after
thc termination date of this Contract, or (ii) 5 years aftcr thc termination of the Performancc
Period unless a different survival period is specifically set forth herein, and shall be
cnforccablc by City against Dcvcloper.
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27. Prohibition on Bovcotting Ener�y Companies.
Dcveloper acknowlcdges that in accordance with Chaptci� 2274 of the Texas
(iovei-nment Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, � 2, the City is
prohibited from entering into a contract for goods or se►vices that llas a value of �100,000
or more that is to be paid wholly or partly from public funds of the City with a company
with 10 or more full-time employees unless the contract contains a written verification
from the company that it: (1) does not boycott energy companies; and (2) will not boycott
energy companies during the term of lhe contract. The terms "boycott energy
company" and "cotnpany" havc thc meaning ascribed to those te►ms by Chaptcr 2274 of
the Texas Government Code, as added by ncts 2021, 87th Leg,, R.S., S.B. I 3, � 2. To the
extent that Chapter 2274 of thc Govcrnment Code is applicable to this Agrecment, by
sigiiing this Agreement, Developer certifies that Developer's signature provides written
verification to the C'ity that Developer: (1) does not boycott energy companies; and (2) will
not boycott energy companies dunng the term oF this Contract.
28. Prohibition on Discriminallon A�ainst Firearm and Ammunition Industries.
Developer acknowledges that except as othec-wise provided by Chapter 2274 of
thc Tcxas Govcrnmcnt Codc, as addcd by Acts 2021, H7th Lcg., R.S., S.B. 19, � 1, thc City
is prohibited from entering into a contract for goods or services that has a value of � 100,000
or more that is to be paid wholly or partly from public funds of the City with a company
with ] 0 or more full-tim� employees unless the contract contains a written verification
from the company that it: ( I) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade associa[ion; and (2) will not
discriminate during the term oi the contract against a firearm entity or firearm trade
association. Thc tcrrns "discriminatc," "fircarm cntity" and "fircarm tradc association"
have the meaning ascribed to those terms by Chap[er 2274 of the Texas Government Code,
as addcd by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chaptcr 2274 of
the Governtnent Code is applicable to this Agreement, by signing this Agreement,
Developer certifies that Developer's signature provides written verification to the City that
Developer: ( I) does not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association; and (2) will not discriminate against a
�rcarm cntity or fircarm tradc association during thc tcrm of this Contract.
29. ELECTRO�IC SIGNATURES.
This A�rcemcnt may be executcd by electronic signature, which will bc consideced
as an original signature For all purposes and have the same force and efFect as an original
signature. For these purposes, "electronic signature" means electronically scanned and
transmitted versions (e.g. via pdf file or facsimile transmission) of an original si�mature, or
signatures electronically inserted via software such as Adobe Sign.
[S1G\ATURF,S APPF,AR O� NEXT PAGEj
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Jannette S. Goodall (Apr 5, 2022 16:03 CDT)Jannette S. Goodall
ExxrsrTs:
Exhibit "A" — Project Summary and Scope of Work
Exhibit "A-l" — 2021 HUD Income Limits
Exhibit "A-2" — Environmental Mitigallon Action
Exhibit "B" — Budget
Exhibit "C" — Construction and Reimbursement Schedule
Exhibit "D" — Audit Requirements
Exhibit "E" — Loan Documents
Exhibit "F" — Reimbursement Forms
Exhibit "G" — Documentation of CDBG Requirements
Exhibit "H" — Federal L,abor Standards Provisions - Davis-Bacon Requirements
Exhibit "I" — Section 3 Reporting Forms
Exhibit "i-1" — Section 3 Project Service Area Map
Exhibit "J" — Standards for Complete Documentation
Exhibit "K" - Services Performed
Exhibit "L" — MBE Reporting Form (HUD2516)
Exhibit "M" — Report of Program Income
Exhibit "N" —�Vlinimum Standards for Emergency Shelters
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EXHIBIT "A"
PROJECT SUMMARY AND SCOPE OF WURK
THE SALVATIO\ ARMY, A GEORGCA CORPORATION
Capitalized terms not defined herein shall have meanings assigned to them in the Contract.
DESCRIPTIOn:
Developer will use C'DBG funds for costs associated with the rehabilitation of The Salvation
Army, specifically a space that was previously used to shelter single men (Large Red Shield
Shelter) and single women (Small Red Shield Shelter) to convert to an area that will serve homeless
family and homcless singlc womcn. The project scopc will consist of interior rehabilitation work
of [hese two dormitory areas with an open concept and minimal privacy, to small dorms that will
provide private showcrs and resh-oom areas for familics that includc singlc fathcrs, intact familics,
single mothers, families with teenage sons, and same-sex households. Rehab work will include,
but is not limited to, construction within the cest►-oom and shelter areas to provide privacy for
families, updates to plumbing, replacement of fixtures, electncal work/upgrades, sheet rock, walls,
ceilings, painting, and new floors due to construction work and/or normal wear and tear. The
National Objective of this project is ro serve families of whom 100% must meet the HUD
definition of a presumcd benefit population, which includes homeless familics. The Red Shield
Emecgency Shelters will scrve homeless familics �f all compositions and is expectcd to benefit
approximately 500 homeless families per year.
Developer shall notify City if i[ substantially changes or modifies Program services at the Red
Shicld Emergency Sheltcrs to allow detcrmination if such changes af'fect the National Objective,
the C DBG Requirements or other requirements of this Contract. Developer further agrees that it
will notify City of any other services offered regularly at this location to determine applicability
of any other requirements of the CDBG Regulations or this Contract.
The Salvation Arrny's Red Shicld Emergency Homelcss Shclters within the Mabee Center arc
located at I S55 Fast Lancaster, Fort Worth, TX 76103. None of the CDBG Funds provided under
this Contract shall be uscd for any purpose in any othcr building owncd and operatcd by Developer
as part of The Salvation Anny, a Georgia Corporation.
Developer will be entitled to submit Reimbursement Requests until 30 days after the Completion
Deadline.
PROJECT OBJECTIVES:
Developer will increase the quality and habitability ofthe Red Shield �mergency Shelters through
renovations that crcatc more privacy and safcty for clients in family rooms redesigncd
restrooms. improvements are also �roposed for the building entrance and other applicable areas
of the building in order to cnsurc ongoing safcty and quality of the facility for homeless client
families and individuals. All renovations will ensure ongoing compliance with Section 504
Rchabilitation Standards for accessibility of'publicly-assisted facilitics.
CDBG CONSTRUCTION CONTRACT — EXHIBITS Pagc ]
The Salvation Army, a Georgia Corporation Rev. 3. I 0.22
Mabce Center Rchabilitation Project
SPECIFIC PURPOSE:
The purpose of the projecl is to rehabilitate and renovate an existing emergency shclter which will
result in improved conditions for clients, particularly more priva[e Family roomti and restrooms
that will be utilized by families who visit the cmergency shelter. ?he projcct will mcet the National
Objective of serving low to moderate income families, specifically the homeless, who are a
presumcd bcncfit population,
CDBG CONSTRUCTION CONTRACT — EXHBITS Pagc 2
The Salvation Army, a Georgia Corporation Rev. 3.10.22
Mabec Ccnter Rchabilitation Project
EXHIBIT "A-1"
2021 HUD I\COME I,IMTTS
THE SALVATIOti ARMY, A GEORGIA CORPORAT101'
{NOT APPLICABLE)
CDBG CONSTRUCTION CONTRACT — F,XHTBiTS Page 3
The Salvation Army, a Georgia Corporation Rev. 3.10.22
Mabee Center Rchabilitation Project
EXHIBIT "A-2"
ENViRONMENTAL, MiTIGATI01 ACTiO�
THE SALVATION ARMY, A GEORGIA CORPORAT[Oti
No mitigations are required.
This categorically excluded activity/projecl converts to EXFMPT per Section 58.34(a)( I 2),
because it does not require any mitigation for compliance with any listed statule;s or authorities,
nor does it require any formal permit or license. Funds may be committed and drawn down
after certificadon of this part of this (now) EXEMPT projcct.
CDBG CONSTRUCTION CONTRACT — EXHIBITS Pagc 4
The Salvation Army, a Georgia Corporation Rev. 3.10.22
Mabec Center Rchabilitation Project
EXHIBIT "B"
BUDGET
THE SALVAT[O\ AItMY, A GEORGIA CORPORATION
Source No.
l
TOTAL
SOURCES
OT FUNDS
TOTAL
USES OF
FU\DS
�754,302.80
CDBGFUNDSBUDGET
The Salvation Artny
Mabcc Ccntcr Rchabilitation Projcct
TOTAL
SOURCES AND USES
Project: Mabee Center Rehabilitation Project
--_ --- -- --
Funding Priority of CDBG L,oan Construction
Description Lien Funds Rehab
Amount
CDBG Laan 1 st $754,302.80 ti754,302.80
$754,302.80
Financing
Participants
C'ity of Fort Worth
�754,302.80
�754,302.80
CDBG CONSTRUCTiON CONTRACT - FXHIBITS Pagc 5
The Salvalion Arrny, a Georgia Corporation Rev. 3.10.22
Mabee Center Rehabilitation Project
EXHIBIT "C"
CONSTRUCTiON A\D RETMBURSF.MENT SCNEDULE
THE SALVATION ARMY, A GEORGIA CORPORATION
Activity
Total Costs for The Salvation Army,
Mabee Center Rehabilitation Project
CDBG Funds
$754,302.80
— � -- --J-�--- �---� � Contracl signed --- --
• Procurement for Architectural &
PHASE i Engineering*
COMPLETED by: . Architectural & Engineering
August 1, 2022 Fees
*Contractor/subcontractor/vcndor scarchcs
undcr the Fcdcral System for Award
Managemcnt (v,�u.��a�.�;,�ni s_��� ) must bc
submitted prior to any rcimburscment under
the Phasc.
PHASE iI
COMPLETED BY:
June 1, 2023
PHASE III
FiNAL PAYMENT
COMPLETED BY:
F'ebruary 1, 2024
TOTAL CDBG FUVDS
Construction/Rehabilitation of Mabee
Center:
• Procurement for Construction
Contractor*
� Construction Costs
• 100% Completion of Project
*Contractor/subcontractor/vcndor scarchcs
under the Fedcral System for Award
Management (�a.��������.�;�iin.i;����) must be
submitted prior to any reimbursement under
thc Phase.
Completion/Close Out of Mabee Center:
• Punch List/Final Inspections by
Neighborhood Services
Department inspectors
• Rehabilitation Completed
• Einal Reimbursement Forms to
include Section 3 Report per
CBDG contract Section 10 and
14.11
• Compliance with Davis-Bacon
___ �r CDBG Contract Section 8S_
C'DBG CONSTRUCTION CONTRAC`I� — EXHIBITS
The Salvation Army, a Georgia Corporation
Mabcc Center Rchabilitation Project
$0
�704,302.80
$50,000.00
�754,302.80
Pagc 6
Rev. 3. I 0.22
EXHIBIT "D"
AUDIT RF,QUiRE�'IENTS
T'HE SAL,VATION ARMY, A GEORGIA CORPORA"TIO�
CITY OF FORT WORTH NEIGH80RHOOD SERVICFS DEPARTMENT AUDIT
RL;QUIREMENTS
Organizations expending $750,000 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
spccific audit. Organizations may havc a program specific audit in accordancc with OMB
Circular A-133, or other standard set forth in the Contr-act if applicable, if they expended funds
for only one fcdcral pro�ram as listed in the Catalog of Fedcral Domestic Assistancc
("CFDA"). If funds are sper�t for more than one federal program, a single audit is required.
The auditcd timc period is thc: organization's fiscal ycar, and not thc 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 C'PA shall meet all of the general
standards concerning qualifications, independence, due professional care and quality control
as required by Governmenl Audiling Slandards, including the requirements for continuing
pc�ofessional cducation and cxtcrnal pccr rcviews. Auditor selection must adhcre to fedei•al
procurement requirements.
A separate supplementary schedule of revenues, expenditures and changes in fiind 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 ex�ended for
each individual federal program, and the CF'DA number (OMB A-133 §.310),
The independent auditor's report should include all of the relevant items I isted on the "Audit
Report Checklist." Additional guidancc on the conduct and reporting of these audits is contained
in the latest issuance of the following publications:
Governmen! A�{di�ing Slandards issued by thc Comptroller General of tlie 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 Govemments, 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 t.ocal Govemmental Developments"
Governmcri! Aucliling Slandurds 6y lhe Texus Deparlment of I/ousing a�id Conimunity �/farrs for
Properties Receiving Low Income Nousif�g Ta.r C��edits
All organizations that receive a City o(' 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 C`ity of Fort Worth who are not required to
CDBG CONSTRtJCTION GONTRACT — EXHIBITS Pagc 7
The Salvation Arrny, a Georgia Corporation Rev. 3.10.22
Mabee Center Rehabilitation Projcct
havc an audit shall certify in writing to the agency. The organi�ation's Chief Executive
Of�cer or Chief Financial Officer shall make the certification within 60 days of the end of
the organization's fiscal ycar in thc year that thc projcct was completcd.
The following items should be submittcd to thc City of Fort Worth Ncighborhood Scrvices
Department Campliance Division within the required timeframe:
Due 60 days after organization's fiscal year end in the year that the project was completed: (required for
all subreci�ents).
Completed Audit Certification Form
Due wit}�in the earlier of 30 days after receipt of the auditor's report or nine months after the end of
the audit �eriod.
Two copics of the entirc audit report issued by thc 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 iindings, recommendations, and
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 rcquircments of having a single/program audit
conducted, records must stil) be kept available for review or audit by City staff� (OMB A-133
Subpart B Scc 200(d).
If additional information is needed concerning the audit requirements, please call (817) 392-
7540 and ask for the Senior Contract Compliance Specialist.
CDBG CONSTRUC'TION CONTRACT — EXHIBITS Page 8
The Salvation Anny, a Georgia Corporation Rev. 3.10.22
Mabee Center Rehabilitation Projcct
CITY OF � ORT V✓ORTH
NE1Gi�BORHOOD SERVICES DEPARTMEN"I'
SINGLE AUUIT F�;I'ORT CHF,CKLIST
The Department developed [his checklist to help organizations impc�ove the quality and
completeness of audit reports.
O General Purpose c�r Basic Financial Statements of the Organization Opinion/Report on
Organi-r.ation's Financial Statements in accordance with Government Auditing Standards
O Notes to the General Purpose or Basic Financial Statements of the Organization
O Opinion/Report on Schedule of Expenditures of Federal and State Awards
❑ All reports are signed and dated by the auditor
� Two copies of the audit reports are submitted
❑ Two copics of the management letter, if issued in conjunction with [he audit report. Two
copies of comments by management concerning all findings and recommendations
included in management letter, including a correctivc action plan.
CDBG C'ONSTRUCTION CONTRACT - EXHIBtTS Pagc 9
The Salvation Army, a Georgia Corporation Rev. 3.10.22
Mabee Center Rchabilitation Project
CITY OF FORT WORTII NGIGIIBOR1i00D SERVICES DEPARTMENT
Audit Ccrtification Form
Subrecipient:
Fiscal Year Ending: __/ /
Month Day Year
❑ We havc cxcccdcd thc fcdcral expcnditure thrc�hold of $750,000. Wc wil� havc our Single Audit or
Program Specific Audit complctcd and will submit thc audit rcpurt within ninc (9) mc�nths aftcr thc cnd of
thc auditcd �scal ycar.
❑ We did not cxcced thc �750,000 federal cxpcnditure threshold required for a Single Audit or a
Program Specific Audit to be performed this fiscal year. (Fill out schedule below)
Must heJi!!ed oul if Single Audit oj� Program Audit is not requir�ed:
Federal Expenditure Disclosure
Federal Funds
Pass Through f'ro6rum Namc &
Fedcral Grantor Grantor CFI)A Numbcr
Total Federal Expe�iditures fa• lhis Fiscal Year
c��<<�+��
�umbcr Expcnditures
S
Printcd \amc 1�iUc (Must be CFO, CEO or cquivalcnt)
— _ —
Authorizcd Signaturc (Must bc CFO, CEO or cquivalcnt) Phonc \umbcr Datc
Failure to submit this or a similar statement or failure to submit a complctcd single audit package as
describcd in the audit requiremcnts by the required duc datc will result in suspension of funding and will
af�ect eligibiliry for future fundin�;.
Submil �his %orm to (he Cily o/ Fnrt �f�a�lli Neighhorhood Se�l�ices Depnrm�e��l �vrthin 60 dnys n%ter d+e end of yoiu• f+scal year.
CDBG CONSTRUCTION CONTRACT — EXHIBITS Page 10
The Salvation Army, a Georgia Corporation Rev. 3.10.22
Mabee Centcr Rchabilitation Project
EXHIBIT "E"
LOAN DOCUMEVTS
THE SAL,VATIO� ARMY, A GEORGIA CORPORATION
To be added at a tater date
CDBG CONSTRtJCTiON CONTRACT - EXHIBITS Pagc l 1
The Salvation Army, a Georgia Corporation Rev. 3.10.22
Mabcc Ccntcr Rehabilitation P►-ojcct
EXHIBIT "F"
REIMQURSF,MENT FORMS
THE SALVAT[O` ARMY, A GEORGIA CORPORAT[UN
INVOICE
Dcvcloper Thc Salvation Army, a Gcorgia Corporation __
Address: 1855 East Lancastcr
City, Statc, 7_ip: Fort Worth, TX 76103 __
Projccr. Mabec Ccnter Rehabilitation
Tax ID v0.:
Amount
This invoice Cumulative to Date
CDBG CONSTRUCTION CONTRACT — EXHIBITS Pagc 12
The Salvation Army, a Georgia Corporation Rev. 3.10.22
Mabcc Ccntcr Rchabilitation Pcojcct
Attachment iI
City of F'art Worth
Ncighborhood Serviccs Departmcnt
Expenditurc Workshcct
A�ency: The Sah�ation Army, a Geor�ia
Corporation
Program: Mabee Center Rehabilitation Project
Check
Line No. No. Date Pa ee Descri tion Account Code Amount
I
2
3
4
5
6
7
8
9
10
II
12
13 _
14
IS
16
17
18
19
20
2l
22
23
24 _
25
26
27
28
29
TOTnL.
CDBG C'ONSTRUCTION CONTRACT — EXHIBITS Pagc 13
The Salvation Army, a Georgia Cocporation Rev. 3.10.22
Mabee Center Rchabilitation Project
EXHiBiT "G"
DOCUMENTATION OF CDBG RFQUiREMF,NTS
THE SALVAT[O� ARMY, A GEORGIA CORPORATION
Capitalizcd tcrms not defincd in this Exhibit shall have meanings assigncd to thcm in t}le Contract.
vATIONAL OBJECTIVF.:
All clients receiving services in the Red Shield Eniergency Shelters at th� Mabee Center must
qualify as homeless and therefore be presumed benefit clients.
in order to meet lhe National Objective, Developei- wiil list all clients who receive services in the
Red Shield Emcrgcncy Shcltcrs at the Mabec C cntcr on thc attached Unduplicated Client Data
Report — Attachment itf. C'lients will bc listed the first time each cli�nt is served each year of
the Pecformance Pcriod.
CDBG RF.QUIRF.ME�TS:
During Term of Contract:
Developer will use the CDBG Funds to rehabilitate the Red Shield Emergency Shelters at the
Mabee Center located at 1855 F.ast Lancaster, Fort Worth, TX 76103 in order to create an
emergcncy shclter for homcicss familics and singlc women. Developer will spend CDBG funds
on eligible costs of the rehabilitation of the Red Shield Fmergency Shelters at the Mabee Center.
During Term of Performance Period:
In consideration of the CDBG Funds provided through this Contract, Devcloper agrees to provide
the following information and meet the following requirements for clients served in the Mabee
Center:
Oncc cvcry quarter submit the attachcd Unduplicated Client Uata Report — Attachment
iii listing all clients served, or equivalent Homeless Management inFormation System
(HMIS) rcpoit containing thc samc informa[ion. Thc Unduplicated Client Data Report
— Attachment IIi summarizes information regarding the household income, size, race,
ethnicity, gender of' head of household, disability status, and income for all clients served
by Developer in the Mabee Center the first time during each quarter. Clients served once
during each year of the Performance Period shall only be counted the first time they are
served when determining the total count of Unduplicated Clients.
• Each quarterly report will be due as follows during the Performance Period:
o l'` quarte�� (October-December) report due January I 5
0 2"`i quarter (January-March) report due April 15
0 3"� quarter (April-June) report due July l5
0 4`�' quarter (July-September) report due Septembei- 30
• Each report should contain a list of Unduplicated Clients served For the quarter and should
be emailed to the Compliance Division of the Ncighborhood Seivices Department. Each
report will be a cumulative report, meaning the 2"d quarter report will contain the clients
CDBG CONSTRUCTION C'ONTRACT -- EXHIBITS Pagc 14
The Salvation A�Yny, a Georgia Corporation Rev. 3.10.22
Mabce Centc:r Rchabilitation Project
served on the 1" quarter; the 3rd quarter report will include clients served in quarters 1 and
2 and so on. n new report will be started October 1 of every year.
• Once every quarter, submit an activity performance report in a format chosen by
Developer. The activity report must include infor-mation relevant to the execution of�
services/activities taken place at the Mabee Center, such as number and nature of
sei�vices/activities, number of�clients served by each service/activity, and any olher relevant
information.
• Meet thc CDBG Requirements and National Objcctive as outlined in the Exhibit "G"
o Each [Jnduplicated Client served will be listed on the Unduplieated Client Report
— Attachment CII. "The form will be verified by Developer's staff.
o Developer's staff must ensure that all Unduplicated Clients are listed on the report.
• in order to ensure compliance with the CDBG Requirements, Developer's staff must be
providcd with a copy of this Contract and a rclevant CDBG training manual.
CUBG CONS7'RUC�'ION CONTRA(:T — EXHIBITS Pagc 15
The Salvation Army, a Georgia Corporation Rev, 3.10.22
Mabcc Centcr Rchabilitation Project
��
��
�
s'
� ! 41 �1
� - �
i�
��
e�
_ ;
+i
i ''
CDBG CONSTRUCTION CONTRACT — EXHIBITS Page 16
The Salvation Army, a Georgia Corporation Rev. 3.10.22
Mabee Center Rehabilitation Project
EXHIBIT "H"
FF,DERAL L,ABOR STANDARDS PROViSTONS — DAViS-BACO\
REQUIREMLNTS
THE SALVATiO\ ARMY, A GEORGIA CORPORATYON
CDBG CONSTRtJCTION CONTRACT - EXHIBITS Pagc 17
The Salvation Army, a Georgia Corporation Rev. 3.10.22
Mabcc Centcr Rehabilitation Project
Federal Labor Standards Provisions
Appllcabllity
Tho ProJect or Propram to whlch the constructlon work
covered by lhls contract pertolns Is boing assistod by the
United States of America and the following Fedoral Labor
Standards Provislons aro included In Ihls Contracl
pursuant lo the provislons appiicable (o such Federol
asslstance.
A. 1. (I) Minlmum Wapes. All laborars and moc�anics
employed or workinp upon lhe slte ol f�e work, wlll be pald
uncondlllonally ond not loss otton lhan onco a waek, and
withoul subsoquent deduclfon or rebafe on any account
(oxcept such payroli deductlons as are permltlod by
rogulations Issuod by lhe Secrotary o( Labor undor (he
Copeland Act (29 CFR Part 3), the tull amount of wages
and bona (ide (ringe benefils (or cash equivalents lhoreol)
due at Umo of paymenl compuled at rates �ot less than
Ihoso containod in the wnge determinatlon of Ihe
Secrelary of Labor whlch Is attachod hereta and made a
part horeof, regardless o/ ariy conlractual rolatlonshlp
whlch may be allogod to exist botween the contractor and
such laborers and mochanics. Conlrlbutions made or
costs reasonably anlicipatod (or bona (ide fringe benofils
under Sectlon I(b)(2) of the Oavis-Bacon Acl on behal( of
laborers or mochanlcs are consldared wages paid to such
laborers or mechanlcs. su6)ocf to iha provlsions o( 29 CFR
5.5(a)(I)(iv); elso, reqular conlrlbuUons made or costs
fncurred (or more than a weakly perlod (but nol less otlen
lhan quarlerly) undor plans, funds, or progrnms, which
tover the particular weekly pe�iod, are deemed lo be
construcllvely made or Incurred during such woekly period.
Such laborers and mechanics shatl be pald Ihe eppropriato
wage rate and fringo bene(Its on the wage delermi�aUon
(or the classlllcatlon o( work actualiy per(ormed, wllhout
regard lo skill, except as p�ovldad in 29 CFR 5.5(a)(4).
Laborers or mochanlcs performinQ work In more Ihan ono
classiflcation may be compensated a� tho rate 5pecllled for
each classificatlon tor the Ilme aclually worked thoreln:
Providad, That the emDloyer's payroq records accurately
sel forlh the Ume spent Ia each classlflcaUon In whlch
work Is performed. The waga determinalion (including eny
addiUonal classiflcatlon and wago ralos conformed under
29 CFR 5.5(a)(1)(11) and the Davis-Bacon posler (WH-
1321) shull 6e posted al all tlmes by Iho conlractor nnd Its
subconlractois ol the slte o1 Ihe work in a promine�t and
accessible, placo v�here II ca� be easily seen by the
workers.
�II) (a) Any class of laborers or mechanics which is not
lisled In IhQ wage determinntlon and which Is to be
employad under tha contract shall be classlfied In
conformanca wlth Ihe wage determinallon. HUO shall
approve an additlonal classliicatlon and wage rate and
tringe �eneflls therefor only when the following crllerla
hava 6oen mel:
U.S. Department of Housing
and Urban Developme�t
Office of Labor Relations
(1) The work lo be performod by tha classiflcallon
requested is not performed by a classification In Ihe wage
determinalion; and
(2) The classlficatlon Is u�ilizod In the area by the
construcdon Industry; and
(]) ThQ proposed wnfle rale, Indudlnp any bona lido
Irinc�e ben�fits, bears a reasonablo relatlonshlp to tho
wa�o rates contalned In the wage dalerminaUon.
(b) If lhe contraclor and tho laborers and mechaNcs lo be
omployod In the classi(Icalion (it known). or Iholr
rapresantalives, and FIUD or Its desipneo agree on Iho
classlficalion and wege rate (Including the amount
deslgnatod for fringe boneflts where flppropr(ate), a roporl
o! tho actlon laken shall be sent by HUD or Ils dasigneo to
Ihe Adminlslre�or of the Wage and Hour Divislon,
Employment Standards Adminlslrallon, U.S. Deparlment ol
Lnbor, Washinpton, D.C. 20210. The Adminislrator, or an
authorized ropresentative, will approve, modify, or
disapprove every addllional classlficatlon aclion wll�ln 30
days o( receipt end so advise HUD or its desipnee or will
notify HUD or Ils desiflnee withln thc 30-day pQrlod thel
eddltional time is necessary. (Approvod by the Offico of
Managemont and Budgo! undar OMB control number 1215-
0140.)
(c) In the event the contrector, the labore�s or mechanics
lo be employed In !he classlfication or lheir
rapresontatives, and HUO or Its designoo do not agroo on
lho proposed classfflcalion and wago ralo (includinp lho
emount dosignated for frinfle benofits, where appropriato),
HUO or its deslgnee shall rofer the queslions, Including
lhe vlews of all Interesled partles and the recommenCallon
of HUD or Rs deslgnee, lo Ihe Adminlslrator 1or
detorminatlon. The Adminlstralot, or an aulhorized
reprosentative, will Issue a determinallon within 30 days of
receip! and so advise HUD or ils designee or will noll(y
HUD or Its deslpnee within lho 30-day perlod thal
addltional time is nocessn�y. (Approvod by tha Offlco of
Management and Budget under OMB Control NumGar
1215-0140.)
(d) The wnge rato (Including trinpe benefits whore
approprialo) determined pursuant to subparegrap�s
(1)(ii)(b) or (c) of thfs paragraph, shall be pald lo oll
workers performing work In the ciassification under this
conlrect trom Ihe first day on which work Is performed In
the classilication.
(IIIJ Whenever Ihe minimum wage rote prescribed In the
conlract (or o class of laborors or machanics includes a
frinpo benefit which is nol exprossed us an hourly rate, the
contraclor shail eithar pay the beno(it es alaled In ihe
wage determinallon or shall pay another bona fide frinpe
henelit or an hourly cash equlvalonl Ihorool.
(Iv) I( the contractor does not make payments to a lrustoe
or other third person, the contractor may cons(der as parl
fortn HUD-4010 (08I200fl)
PreWous edlllons are obsolete Page 1 of 5 ret. Handbook 1344.1
CDBG CONSTRUCTION CONTRACT — F.XHIBiTS
The Salvation Army, a Georgia Corporation
Mabcc C'entcr Rehabilitation Project
Pagc ] 8
Rev. 3.10.22
ol the wages of any laborer or mechanlc lhe amount of any
cosls reasonably anticlpated in providinp bona tlde fringe
benelils under a plan or program, Provided, That lhe
Socretary of Labor has found, upon the written request of
lhe contractor, Ihat the applicable standards of Ihe Davis-
Bacon Act have been mei. The Secretary of lebor may
requlre lhe coMraclor to set asldo in a separale account
assols for Ihe meeling of obligations under ihe plan or
program. (Approved by the Office o( Managomenl and
Budgel under OMB Control Number 1215-0140.)
2. Withholding. I1UD or its designee shall upon Ils own
action or upon written requesl of an aulhorizod
representativo of the Deparlmenl of labor wilhhold or
causo lo he withheld (�om the contraclor under thls
contracl or any olhor federal contracl with the same prime
contractor, or any other Federally-assislad conlract
sub)ect lo Davis-Bacon prevallinfl wage requlrements,
whlch Is held by the same prime conlraclor so much of Ihe
accruod payments or advuncas as may be considered
necessary lo pny loborers and mocfianics, Including
apprenllces, tralnees and helpers, employod by lhe
conlrac�or or any subconlractor lho full amount of vrages
requlred by �lie contrnc! In Ihe evenl of tallure lo pay any
laborer or mechanic, including any apprentice, trainee or
heiper, omployed or worklnp on tho slle of lho work, all or
part of the wages required by t�e contract, HUD or Its
designee may, after wrltten no�lce to the contraclor,
sponsor, appllcanl, or ovrner, take such action as may be
necossary to cause lhe suspenslon of any (urther
payment, advanco, or guarantee o( funds until such
vlolations have ceased. HUD or its designeo may, atter
wri(ten noUco lo the contractor, disburse such umounls
wilhheld for and on account o( the contraclor or
subcontractor Io the respecffve employaes to whom lhey
are due. The Comptroiler General s�all make such
dlsburseme�ts In th� case ol dlrect Davls-Becon Act
contracls.
3. (() Payrolls �nd basfc rocords. Payrolis and basic
records rolating thereto shall be maintained by the
contractor during lho course of the work preserved (or a
perlod of throQ yoars lherealler for all laborers and
mechanics working al the site of the work. Such records
shall conlain the name, address, and soclal securily
number of oach such worker, hls or her correcl
classificaUon, hourly rates of wages paid (including rales
ol contrlbutlons or cosls onUclpaled (or Oona Ilde iringe
bene(its or cash equivalen(s theroof of the types described
in Secllon I(b)(2)(B) of Ihe Davis•bacon Act) daily and
communlcated in writinp to the laborors or mechanics
affeclod, and records which show the cosls anticipaled or
the acWal cosl Incurred In providing such benefits.
Contraclors omploying approntices or lraineos under
approved programs shall maintaln written evidenco 01 the
�ogislration ol apprenticeship programs and certilication of
tralnee progrems, the registralion of the apprenUces and
iralnoes, end lho ratios nnd wago rates prescribed In ihe
applicablo programs. (Approved �y �ho O(fice of
Manaflement and Budget under OMB Control Numbers
1215-0140 and 1215-0017.)
(II) (a) The contractor shall submll weekly for each week
In whlch any contract work fs pertormed a copy of all
payrolls lo HUD or Its designee If the agency Is a party lo
lhe contracl, but If Ihe egency is nol such a parly, Ihe
r.onlractor will submit Ihe payrolls to lhe applicanl
sponsor, or owner, as tho case may bo, for transmissfon lo
HUO or its designee. The payrolis submllled shall set out
accurately and complotely all ol iho in/ormalion required
to be mainlafnod undor 29 CFR 5.5(a)(3)(I) except that full
soclal security numbers and home addresses shail not be
Included on weekly Iransmlttals. Instead tha payrolls shall
only need to includo an indlvidually Idontifying number for
eacli employee (e.g., IhQ lesl lour digits ol tho employee's
social securily �umber). The requirod woukly payroll
Informallon may be submilted In any form desired.
Oplional Form WH-347 is available for this purpose from
Ihe Wage and Hour Divlsion Web site at
htto.//ww�v,do(.00v/esa/whd/lo�ms/wh347ins(r.l�tm or ils
successor site. The prlme conlraclor is rosponsible for
the submission ot coples of payrolls by all subcontraclors.
Contraclors and s�bcontractors shall maintaln Ihe full
soclal security number and current address o( each
covered worker, and shall provide Ihem upon requcs! to
HUO or its deslgnee if lhe agency is a party lo !he
contracL but If the agency Is not such a parly, the
contractor wili submll the payrolls to the applicanl
sponsor, or owner, as the case may be, for Iransmission lo
HUD or Hs designee, the contrector, or !he Wage and Hour
Division o( the Oepartment of Labor for purposes of an
Investigation or audit ol compllance wilh prevailing wage
requlrements. II Is not e violatlon of this subparagraph tor
a prima conlraclor to raqWre a subcontractor to provlde
addresses and soclal security numbers to the prime
contractor for its own rocords, without weekly submfssion
to HUD or fls deslgnee. (Approved by the Offlce of
Managament and Budget under OM� Control Number
1215-0149.)
weokly numbor o( hours worked. deduc�lons made and (b) Each payroll submitled shall be accompanled by a
actual wapes pald. Whenever the Secrelary of Labor has 'Statement of Compllance,' signed by lho contractor or
(ound under 29 CFR 5.5 (a)(i)(Iv) that the wages of any subcontractor or his or her agenl who pays or suporvises
laborer or mechanlc include the amount o( any costs Ihe paymenl of !he persons employed under Ihe conlracl
reasonably anllcipaled in provlding benefits unQor a plan and shall certify lhe (ollowing:
or program descrlbed in Section I(b)(2)(8) of the Davis- (�) Thal the payroll for the payroll perlod contaMs the
Bacon Acl, lhe contractor shall malntaln records whlch informalion requiiod to be provlded under 29 CFR 5.5
show that lhe commllment to provide such benefils is (a)(3)(ii), the appropriate Information is belnp mainlained
enforceable, thal the plan or program is financfally u�der 29 CFR 5.5(a)(3)(I), end that sucli informalion Is
responslblo, and that the plan or program has been correcl and complete;
Prevlous edilions are obsolete form HUD-4010 (06J2609)
Page 2 of 5 ref. Nandbook 1344.1
CDBG CONSTRUCTION CONTRACT — EXHIBITS
The Salvation Army, a Georgia Co�poralion
Mabee Centcr Rehabilitation Project
Pagc 19
Rev. 3.10.22
�Y) Thal each laboror or mechanlc (Includinfl each helper,
apprentice, and lrainee) employod on Ihe conlract during
lhe payroll perlod has boen paid Ihe full weokly wa9es
earned, withoul rebale, eilhor direclly or indi�eclly. and
that no deduclions have Deen made ellher directly or
Indlrectly trom the tull wages earned, olher than
permissible deducfions as sel forth in 29 CfR Parl 3;
(3) That each laborer or mechanfc has been pnid nol less
ihan the appllcable wage ratns and fringo benefils or cash
equivalents for the classiflcellon of work per(ormed, as
speci(ied In the applicable wage determinalion
lncorporaled Inlo Ihe conlract.
(c) The weekty submisslon of a properly exocuted
cerllficatlon sel forth on lhe reverse side of Optlonal Form
WH-347 shall satisfy the raqulrement for submisslon of lhe
'Statemeni o( Compliance' requlred by subparagraph
A.3.(ii)(b).
(d) 7ho falsifica�lon of any of Ihe abovo certificatlons may
subject tha contractor or subconlractor to civli or crlminal
prosecuUon under Sectfon 1001 of TiUe 1B and Sectlon
231 of 7itle 31 of Ihe Uniled States Code.
(IIi) The contraclor or subcoMractor shall make the
records requlred under subparagraph A.3.(i) available for
inspoclion, copying, or transcrlpUon by aulhorized
representallvas of HUD or its desipnee or lhe Departmenl
o( Labor, and shall permlt such representaUvas lo
Interview employees during workin9 hours on lhe Job. If
Ihe conl�actor Or subcontractor fafls lo submit the, required
records or to make fhem avallablo, HUD or ils designee
may, aHar written notice lo the conlraclor, sponsor,
applicant or ow�or, take such acllon as may be necessary
lo cause the suspension of any furlher payment, advance,
or guarantee of funds. Furthermore, failure lo submll the
raqulred records upon request or lo make such records
avai�able may be grounds for debarment aclion pursuant to
29 CFR 5.12.
4. Apprantices and Tralnees.
(I) Approntices. Apprentices will be permilled to work et
less than the pradelermined rate for lho work Ihey
p�rformed when thoy are employed pursuant to and
individually registered In a bona fide epprenticeship
program regislered with the U.S. Departmen! of La�or,
Employmenl a�d Troining Adminlsiralion, Of(ice of
Apprenticeshlp Tralning, Employer and Labor Services, or
with a Stele Apprenticeship Agency �ecognlzed by the
Office, or if a person fs employed in his or hor flrsl 90
days ol probationery omployment as an apprentico In such
an apprenticeshlp program, who Is not indlvldually
registared In the program, but who has heen certified by
the Office of Apprenliceship Tralning, Employer and labor
Services or a State Apprenticeshlp Agency (wheru
approprlale) to be ellpible for probationary omptoyment as
an apprentice. The allowable ratio of apprenllces to
Journeymen on the )ob sile in eny crafl classificatlon shail
not be grealor lhan Ihe ralio pormlUed lo tho contraclor as
to Ihe entire work lorce under the reglstored progrom. Any
k r II 1 d n a roil al an re tice wa e ra�e who
is not reglslerad or olherwise e m ployed as stated above,
shall ba pafd nol less than Ihe appticablo wage rate on lhe
wage determinallon for the classilicatlon ol work actually
performod. In addition, any apprenlice performing work on
lhe Job slle In excess ol Ihe ratio permllted undnr the
registered program shall be pafd not less than the
appllcable wage ro�e o� lhe wage dete�minalion for the
work �clually performed, Where a conlraclor Is performing
construcllon on a proJecl In a locality other lhan that in
whlch Its program Is reglslered, Ihe ratios and wape �ales
(oxprossed In percentages of lhe journeyman's hourly
rale) specilied in the contractor's or subconlractor's
reglstered program shall be observed. Every apprenUco
musl be paid e! nol less than the rato specllled In the
roglstored program for t�ie npprentice's level of progress,
expressed as a percentape o( lhe )ourneymen houriy rate
specified fn the applica6le wage determinatlon.
Apprentices shall be pald (rinpe benofils In accordance
with lho provfsions of Ihe apprenticeship program. If the
apprenliceship program does not spocify (ringe bene(ils,
apprenUcns musl be pald lhe full amount of frinc�e benefits
lisled on the wage determinallon lor lho appllcable
classllicaUon. If lho Adminlstrator determines thal a
different practice prevnils for Ihe applicable apprenNce
classlficalion, frinc�es shall be pald In accordance with lhal
detorminallon. In lhe event fhe Otfice of Apprenticeshlp
Trai�ing, Employer ond Lebor Services, or a State
Apprenticeshlp Agency recognlzed by fhe Office,
withdraws approval o( an apprenticeship program, Ihe
tontractor will no longer be petmftled to utllize
apprentices at less than !he applicable predeterminod rate
tor lhe work performed unUl an acceptabie program is
approved.
(II) Tralnons, Except as provlded In 29 C�R 5.16,
treinees will not ba permitled to work at less Ihan the
predeterminod rate for tho work performed unloss Ihey are
employed pursuant ',to and Indivl0ualiy reglslered In a
program whlch has received prior approval, evidenced by
formal car1111catlon by the U.S. Departmenl of labor,
Employme�t and Training Adminislrailon. The ralio ol
Ira(nees to �ourneymon on the �ob s(te shall not be grealer
lhan permilted under the plan approved by Ihe
Employmant and Training Adminlslrntlon. Every iralnee
must be pald al not less than the rate specified in the
approved program for tho trainee's level of progress,
oxpressed as a percentage of lhe Journeyman hourly rate
speclfied In the appllcable wage dele�minatlon. Tralnees
shall be pald (ringo beneflts in accordance wilh the
provislons o( tho trainee program. If Ihe tralnee program
does not mention (rinpe benefits, Iralnees shall be paid
lhe full amount of fringe benefits Ilsted on the wage
delerminalion unless tho Administralor of lhe Wage and
Hour Division daterminos thal Ihere Is en epprenlicoship
program assoclated wilh the corresponding journeyman
wnge rate on the wape determinaUon which provides for
loss than full (ringe bene111s lor apprenllces. A�y
employee lisied on (he payroll at a lralneo rate who is not
wor e s e o a p y app n g , reglstered and parliclpating in a tralning plan approvod by
Prevlous ediUons are obsolete fortn HUD-lO10 (06I2009)
Page 3 of 5 rel. Handbook 134t.1
C'DBG CONSTRUC'TION CONTRACT — EXHIBITS Pagc 20
The Salvation nrmy, a Georgia Corporation Rev. 3.10.22
Mabce Center Rchabilitation Project
the Employment and Tralriing Adminlstralion shall be paid
not less than the applicablo wage rete on the wage
delorminatlon lor the work actually performod. In addltion,
any tralnee performing work on the job slte in excess of
the ratio permittnd under lhe refllstared program shall be
pald not less than the applicablo wege rate on lho wage
determinallon for !he work acWally performed. In the
event the Employment and Tralning Administralion
wfthdraws approval o( a lraining program, ihe contraclor
wlll no longer be permitted to utilize tralnees at less than
Ihe applicablo predelermined rate lor the work perlormed
unlil an acceplablo program is approved.
(III� Equal omp�oymont opporlunlly. Tho utilizaflon o(
apprentices, Iralneos and journeyme� under 29 CFR Par� 5
shall be In con/ormlly wlth the equal employmenl
opportunity reyuirements o( Execulivo Order 112�8, as
amended, and 2�J CFR Parl 30.
5. Compllanco wlth Copeland Act roquiroments. The
conlractor shall comply with the requiremenls of 29 CFR
Parl 3 whlch are incorporoted Gy rel�ronce In this conlrac!
6. Subcontracts. 7he conlrector or subcontraclor will
Insert in any subcontracts lhe clauses conlained in
subparagraphs t through 11 In Ihis paragraph A and such
olher clauses as MUD or Ils deslgnee may by approprlate
Instruclions require, and a copy o( the appqcable
prevalling wage decision, and also a clause requirinp Iho
subcontraclors to I�clude these clauses in any lower tler
subcontracls. The prime contractor shall be responslble
lor lho compliance by any subconlrector or lower lier
subcontractor wilh all the contracl clauses In lhls
paragraph.
7. Contract torminatlon; deberment. A breach of the
contract clauses In 29 CFR 5.5 may be 9round5 for
termination of the contracl and for debarment as a
contractor and a subconlraclor as provided In 29 CFR
5.12.
8. Comp�iance wllh Davls-8acon and RolaGtd Act Requlroments.
All rulings and Inlerpretalions ol the Davls-Bacon and
Related Acts contained In 29 CFR Parts 1, 3, and 5 are
heroin incorporated by reference in this contract
9. Olsputos concerning labor standards. Disputes
arising out ol the labor stendards provislons of thls
conlract shall nol be subjoct to lhe general disputes
clause of this contracL Such dlsputes shali be resolved in
accordance wllh the procoduros of the Oepartment of
labor sef forlh In 29 CFR Parts 5, 6, and �. Dlspules
within the meaning ol lhls clauso include dispules belween
the contractor (or any ot ils subcontractors) and HUD or
its designea, the U.S. Deparimenl of LaDor, or lhe
employees or tholr representatives.
10. (1) Certlflcatlon of Ellgiblllty. By entering into Ihls
contract the conlraclor cerU(ios I�at neither Il (nor he or
she) nor any porson or firm who has an Inlorest In the
contractor's tirm is a porson or firm inellgibie lo be
awarded Governmenl contracts by virlue o( Section �(a) of
the Davls-Bacon Act or 29 CFR 5.12(a)(t) or lo be
awarded HUD contracls or particlpate in HUp programs
pursuant to 24 CFR Part 24�
�II) No parl of thls coMracl shall be subcontracted lo any
person or firm ineliglblo for award ol a Governmenl
coniract by virtua of SecHon 3(a) of the Davis•Bacon Act
or 29 CFR 5.12(a)(1) or lo be awarded HUD coniracts or
particlpale in HUD programs pursuant l0 24 CFR Part 24.
(III) Tho penalty for making falso slatemonts is prescrlbod
in the U.S. Criminal Code, 10 U.S.C. 1001. Addltlonally,
U.S. Crlminul Codo, Sectlon 1 01 0, TiUe 18, U.S.C..
'Fedaral Housing Administralion transactions°, provides in
part: 'Whoever, for the purpose o( ... Influencing In any
way Ihe aclion of such Administration..... makes, ulters or
publishas any statemont knowing !he same lo be false.....
shall be fined not more Ihan E5,000 or Imprlsoned not
more Ihan lwo yoars, or bolh.'
11. Complaints, Proceedings, or Testlmony by
Employeos. No laborer o� mechanic to whom Ihe wnge,
salary, or other labor standards provisions of this Confract
are applicable shall be dlscharged or In any olher manner
discriminated agalnsl by lhe Conlraclor or any
subconlractor because such employee has flled any
complalnl or instituted or caused to be Inslltuted any
procoeding or has leslf(ied or is about to testify in any
proceedi�g under or rolating lo the labor standards
applicable under Ihis Contract to hls employer.
B. Cont�act Work Hours and Safory Standards Act The
provisions ot this paragraph B are applicablo where Ihe amount of lhe
pnme contraU exceeds 5100.000. As used in Inls paragraph, the
tertns"laborers'and'mechanics"include walchmen and guards.
(1) Overtlme requlrements. No contrador or subcontraclor
conVading lor any part of lhe conlrect wori< which may require or
Involve tfie employment of laborers or mechanlcs shall require or
pertni� any such laborer or mechanic in any workweek In which the
indlvidual Is employed on s�ch work lo work in excess of 40 hours In
such workweek unless such laborer or mechanic recelves
compensation et a rate not less than one and one-half times Ihe ba54c
rate of pay for all hours woriced In excess o( 40 hours In such
workweek.
(2) Violation; Ilablllty for unpaid wagas; Ilquldated
damagos. In the ovenl of any violation of the clause set
(orth In su6paragraph (1) of ihls paragraph, the contrac�or
and any subcontraclor responsible Ihere�or shall be Iiable
lor the unpaid wages. In addltion, such contraclor and
subcontraclor s�all be Ilable to fhe Unlled Slates (in the
case of work done undor conlrnct for 1he Distrlct of
Columbia or a terrllory, to such Dislrict or to such
territory), for Ilquidaled damages. Such liquidnled
damagos shall be compuled with respoct lo each indlvldual
la�orer or mechanlc, including watchmen and quards,
employed In vlolation of lhe clauso set forth in
subparagraph (1) of lhis paragraph, inlhasumof5101oreach
calenclar day on whlch such individual was requtred or permitted (o
work in excess of the slandaro workweek of 40 hours without paymenl
of Ihe ovorlime wages roquirod by lhe clause set forlh In sub
paragraph (i) ollhls parngrnph.
Previous ed'Nons are obsolele lortn HUD-4010 (06/2009)
Page 4 of 5 ref. Handbook 1344.1
CDBG CONSTRUCTION C'ONTRACT — EXHIBITS Page 21
The Salvation Army, a Georgia CorporaUon Rev. 3.10,22
Mabee Center Rchabilitation Project
(3) Wlthholding for unpald wages and Ilquldatod
damagos. HUD or its designee shall upon ils own action
or upon writlen requesl ol an authorized rnpresenlative of
tho Deparlmenl of Labor wflhhold or cause to be wilhheld,
irom any monoys payabte on accounl of work performed by
the contractor or subcontraclor under any such contract or
any other Federal coniract wilh the same prime contraCt,
or any other Fnderally•assisted conlract sub�ocl lo the
Conlract Work Hours and Safety Slandards Act whlch is
held by the same prlme conlraclor such sums as may be
delerminad to be necessary lo satlsfy any Ilabllitlas of
such contractor or suDcontractor lor unpaid wages and
Ilquldated damages as providod In the clause set (orth in
subparagraph (2) of lhis paragraph.
(4) Subcontracta. The conlractor or subcontractor shall
insert In any subconlracls lhe clauses set (orth in
subparagraph (1) through (4) of this paragraph and also a
clause requiring the subconttaclors to Include these
clausos In any lower tier subconlracts. The prime
co�tractor shall be responslbla (or comp�iance by any
subcoMractor or lower lier subcontractor with lhe clauses
set forth in subparagraphs (1) through (4) ol thfs
paragraph.
C. Health and Safoty. The provislons of lhis paragreph C are
npplicable where the amount of Ihe prime comrad exceeds S1D0,000.
(1) No laborer or mechanic shall be required lo work In
surroundings or undor working condltions which are
unsanitary, hazardous, or dangerous lo hi5 health and
safety as determined under construction satoly and heallh
standards promulgated by Iho Socretary ot Labor by
regulation
(2) The Conlractor shall comply with all regulaUons
Issued by the Secretary of Labor pursuanl to Tltle 29 Part
1926 and fallure lo comply may rasult in imposition of
sanctions pursuant lo lhe Contract Work Hours and Safety
Standards Act, (Public law 91-54, 83 Stat 96). 4Q USC
�t ec s@q.
(3) The contractor shall Include the provisions of lhis
paraqraph in every subconlract so thal such provislons wlll
be binding on each subco�tractor. The contraclor shall
take such actlon wlth respect to any subcontraclor as the
Secretary of Housing and Urban Dovolopment or the
Secretary of Labor shall direct as o means of enforcing
such provisions.
Prevlous editions art3 obsolete form HUD-4010 (0612009)
Page 5 of 5 ref. Handbook 1344.7
CDBG CONSTRUCTION CONTRACT — EXHIBITS Pagc 22
The Salvation Army, a Georgia Corporation Rev. 3.10.22
Mabce Ccntcr Rchabilitation Projcct
EXHIBIT "I"
SECTiON 3 REPORTiNG FORMS
THE SALVATION ARMY, A GEORGIA CORPORATION
CDBG CONSTRUCTION CONTRACT — EXHIBTTS Page 23
The Salvation Army, a Georgia Corporation Rev. 3.10.22
Mabcc Centcr Rehabilitation Projcct
FORT WORTfI
_�
Cit�• of F�rt ��'orZli
�ecciou ti Bu•ine» Ce�titic�tion fnr Conti�actul�-
InStrucuon: Enter Qtr :ollo+.�cu� tufu�u�ati��u aud :eieit the c:ii�i3 tiliit appl�es t_� cnitiP�• •,roiu b�i�.iuc>s
�ecs►ou � Bn;u;e�.. st��nt•..
Bnsiiie5s Inforin,►doti;
Ntii� of Bi��,iness�
:�:Li�e�_�, o: Business
_::u� of Bu,iur� •:; Ouuer:
T�!�1�_�ue aud Emasl of
Bt�.u:�,5 Otti•nr,.
T-.T;e ofBcrieP-, �. ��-,�p�i19t1�'L Put�i:lup
icJ�.�: k�c•_� :�::�r ,i; �� (i�_1 ...e Pr_�}•'�ietci•lii} J:�:nt t'eu��,e
Sele�ct from O��E of the follo��ivig three options th�t npplir �:
�r 1e3:r � 1'0 o;'tL� bu�:in�.s is o«�nFd uxi c<�atcollcci b•; lo.�•- �� a�er;: l��;r-income pti :�,u�. � lo•.►-
�,: �er: l�tv-i�ct� F. c:r� �•: an iu•f:�icival �s�►�� escn5 at ��c !Ylo�4• S��. �..�II �:c c� w�se t1Lw +J�.3�i0.(}0
u��.Llt•; eLec�ve t1�r�l 1. �0_' 1
At lea�r 51'�0 of the I.ni.iness ir •�uued .;►ri �.•,�ari.�lSe: h�� ctureus Fn�,li,_ t�c::.inQ resi�i�ut=: tvt��.
C1L'frQl�': I]�Y lll �c'L'f1�tiL S-1 �:lr�►ed hou:ina.
4��t� ?Soo o► th� la�� hc:u-� �erf��cned f:� !l�: hn�.:c:=.�. o�.-er th� �rici 2hree-xu�,uth �eiiod ar•e
perfvrn�d b}� ��ti�ic�o 3���7�-n .. � 5ection? n,�l/.Yl is �►cx1���d�3.1 �i-hc �.nu°, .,t c� be1�!i�� 9�:1° ��>rII or
cti� ni�e than <a;:,3(}0.00 3nnua1l•: effecri�-e At�1 ]l_ _�_`1.
Buauess �ffi�mition:
I at�ni rhat tl�e abo4� ;tatenreuc�- aie uue. cau�kee. ani cnnr-ct to the b�,t ui m�; �.T10lVtedee. I�rstiu.j
that businr:s:� ccho uu5ce�ne_ent tlxzn�.el�e_ �; ��.hu�u 3 ba��z°;:e: aud repxt fnl-e uifoin�iUon t�: the
Cin- uf ���ct �'c�rtl� mar hare tt�:r enu�,ct�, t�urin3rtc! a, ciefiule 3nrJ be ba�d frotu on�oui� and ncewe
ctciideratiar�. f:: cacitsa::ttng up��tuuitir_. I}xse�}' cutiF-, uuder }xl:altti� of la�t�. �tiz meet tt�? definiti�n
of a Sercirni � Bi1�a:w_,�, under fedeial re�il�tions of the Li.S DeparUnent .?f Hru�.u�g .a.ud i�rhan
De�-el����t at �d ��R Pas; �5. �d th.�t t2x follo�.iu� uif_�suvti:u ii conect to tLe be�.t of m;. �•:wledge.
�rin1 '1ame-
S i cn.�thu-e � Datz:
Cerr�n: Jrio�i cr.cpiras e�it�ri�:ix rortths t�l'ihsdaf. oj:i�,ra2�e..
OR CFR- t �E O�Z1"- --------
i�: the h�l•,ine.s a Section : busine ,•. bas?.i upon lheir ce�:iticate_' IrES P:O
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CDBG CONSTRUCTION C0ITRACT — EXHiBITS Pagc 25
The Salvation /1rmy, a Georgia Corporation Rev. 3. l 0.22
Mabce Centcr Rchabilitation Projcct
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CDBG CONSTRUCTION CONTRACT — F,XHIBITS Page 26
The Salvation 11rmy, a Georgia Corporation Rev. 3. I 0.22
Mabee Ccnter Rehabilitation Project
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EXHIBIT "I-]"
SECTION 3 REPORTiNG REPORTING FORMS
THE SALVAT[ON ARMY, A GEORGIA CORPORATIO\
Salvation Army 1 Mile Buffer Radius
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Salvalion Army 1 Mile buffer Fuu_ r�ty
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CDBG CONSTRUCTION CONTRACT - F.XHIBiTS Pagc 27
The Salvation Army, a Georgia Corporation Rev. 3.10.22
Mabec Center Rchabilitation Project
EXHIBIT "J"
STAtiDARDS FOR COMPt,ETE DOCUi�'iENTATION
THE SALVATION ARMY, A GEORGtA CORPORATIO\'
F�ORT WORTH
Standard of Documentation for Reimbursement of Development Costs
— -- -
Cost Type Documentation Standard
Acquisition of Real Property - Notice to Seller (date niust be on or brfore the date of options agreement
; or sales contract and signed by tlie b�ryer and seller)
- Recorded Oeed of Trust
- Purchase Agreement w/ Required HUD language
• Master Settlement Statement / HUD-1
• Appraisal or other document used to determine purchase price
• Proof of Payment (bank statement/canceiled checkJ
• Verification of Vacant Status (as applicable)
Pre-development and Soft
Costs (Architect, Engineer,
Landscape Design, Surveys,
Appraisals, Environmental, Legal
Fees, Other Consultants, Etc.)
Construction Costs (Contractors & �
Subcontractors)
• Invoice
- Invoice should indude:
date;
company's letterhead;
address for which service is provided;
description of service(s) and item(s);
amount for i[emized services; and
total amount
• Proof of Payment (ie. bank statement or cancelled check)
• Fully executed contract/service agreements/lette� agreement and
applicable amendments
- Provide prinfout from www.sam.p,ov verifying
contractor/subcontractor is not listed on the debarred and
suspension list
• If only a portion is being paid with City funds, then show calculation and
documentation of how costs are allocated.
• Invoice
- Invoice should include;
date;
compan�f s letterhead;
address for which service is provided;
descriptian of service(s) and item(s�;
amount for itemized services; and
total amount
• Proof of Payment (i.e. bank statement or cancelled check)
• C opy of applicable inspection report(s) conducted by HED Inspector
• Copy of executed agreements
- Provide printout from www.sam.Kov verifying
contractor/subcontractors are not listed on the debarred and
suspension list
Neighborhood Service.
FINAL as of h/2b/2016 Page 1
CDBG CONSTRUCTI01� CONTRACT — EXHIBITS Page 28
The Salvation Army, a Georgia Corporation Rev. 3.10.22
Mabce Ccnter Rchabilitation Project
FORTWORTH
Standard of Documentation for Reimbursement of Development Costs
Construction Costs (Contractors & I • if only a por[ion is being paid with City funds, then show calculation of
Subcontr�ctors) how costs are allocated.
(continuedf ' • For payment of final retainage for the prime contractor, lien waivers for
the prime and all subcontractors.
• List of subcontractors
Materials Purchased Directly by
Developer (if applicable)
• invoice
- Invoice should include:
date;
company's letterhead;
address where materials will be used;
description of service(s) and item(s);
cost by quantity; and
total amount
• Proof of Payment (i.e. bank statement or cancelled check)
- Verification of Delivery
Developer Fee • Final Invoice Reflecting Total Development Cost
(if paid directly from HOME funds) • Proof of payment for any other entity/funding source contributing to
clevelopment costs.
- Show caiculation of agreed upon developer fee percentage
I • Copies of final lien releases from contractor/subcontractor
i - Complete Documentation income eligibility of buyers/renters (i.e. income
docs for eligible homebuyer/tenants, sales contract between
developer/tiomebuyer, HAP Deed of Trust w/ required affordability period
� language, etc.)
� • Lease docurnents
I • Finai inspections of completed units
Neighborhood Services
FINAL as of 4/26/2l)16 Page 2
CDBG C'ONSTRUCTION CONTRACT - EXHIBITS Page 29
The Salvation Army, a Georgia Corporation Rev. 3.10.22
Mabec Center Rehabilitation Projcct
EXHIBIT "K"
SERVICES PF,RFORMED
THE SALVATIO\ ARMY, A GEORGIA CORPORATIO\
SERViCES TO BF. PROVIDED BY DEVELOPER AT THE MABEE CE�'TF.R:
Developer will provide the following sei-vices during the Performance Period: emergency shelter
services to homeless individuals and families.
Developer shall notify ('ily if it substantially changes or modifies its Program services at the
Mabee Center to cnable City to determine if such changes affect the National Objective, the
CDBG Requirements or other requirements of the CDBG Regulations. I�eveloper further
agrecs that it will notify City of any other services that it of�fers on a i-cgular basis to clients at
the Mabee Cenler in order to determine if such services are eligible for presumed benefit clients
using those additional 5eivices and to determine if the additional se�vices can be counted
towards the National Objective, the CDBG Requirements, the City Requirements or other
applicable requirements of the CDBG Regulations.
Developer agrees to provide to City on request any reports, audits or sitnilar documents that it has
received during the Performance Period from any state or fcderal agency having regulatory
authority over the Program or any other services offered by Developer at the Mabee Center.
CDBG CONSTRUCTION CONTRACT — EXHIBTTS Page 30
The Salvation Army, a Georgia Corporation Rev. 3. ] 0.22
Mabce Centcr Rchabilitation Project
EXHiBTT' "L"
ME3E REPORTING FORN( (HUD2516)
THE SALVATION ARMY, A GEORG[A CORPORATION
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CDBG CONSTRUCTION CONTRAC'T — EXHIBITS
The Salvation Army, a Georgia Corporation
Mabee Centcr Rchabilitation Project
�'
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Pagc 31
Rev. 3.10.22
Excel.Spreadsheet to be provided.
EXHIBIT "M"
RF,PORT OF PROGRAM iNCOMF.
THE SALVATION ARMY, A GEORGIA CORPORATION
Report of Program Income
Program Income- Income generated from the use of the building must be reported yeariy to the City of Fort Worth.
Please indicate the date the income was receivetl, the source of the income (i.e.�rental fee for outside organization event, sales from
vending machines, cost for services provided in the building, etc..�
Date Source of Income Amount
,
CDBG CONSTRUCTION CONTRACT — F,XHTBITS Pagc 32
The Salvation Army, a Georgia Corporation Rev. 3.10.22
Mabcc Centcr Rchabilitation Projcct
EXHIBIT "1"
MiVIMUM STA�DARDS OF LMERGE\CY SHFLTERS
THE SALVATIO\ ARMY, A GEORGIA CORPORATION
4�ia.,��r�7�r�� S���rirt'3rc�; ti`€r�, Er��a�•���es����,/ 54o�1'ters
Instructions: Pla _? a cliedc maA in the marect cc'urnn to in,fiicat� v,�hether thz pr�?rty is a�roved or
ha%k-ient ;�.•�tn respect to ea��n standard. ; cop�d af tf��s chec� list sfiaald be placed �n the siie T�rs fde:
Standaril
r�pproved Deftcient
(2,� CFft part 5 '� � ;q � i�JJ
1. S"�,�~��rennrim�a[e��cu.
a. Tr� sheiH bu•Id�rg is strt.etuia l�, sov iC :o ExnE� �t�e resic<_nts frvrn :t�e
e em�nEs and not poi� an� �i:;t to ri�e rw_aiti � a� 4i safety of th� resi+i=nu.
b. A�� rtnovatior I�cudine ma;�c rd�.�bilitat>>n and cona�ersion) orr�ed out
wi[h ESS assis•ano> vses ci-�r��� Sr.r an i'vl'atEr �nse pft�oU[t5 anC
ac�i�ari�
_. Aaess. l`:here affi�cab'e.the sfielt�r �s accesi+h a u� ascordan;e with
a. Sectior� 5P1 af the P.-�aOif�ration pct �29 �J S.C. 7'34j and ��mplementin_
reg�; ,t�:re at �4 iFR part 8,
b. �T►� Fa: Hous �g ;_� (�2 �!.5.�: 3601 e: seq.) arxi imp �nting re�ulatior= a•
�4 �=Fi? part =QO; and
c. 7.11e II of i� +'K:�ericans n�th U�s:bi:ities A:t {4� U.S.C_ 1::31 e� sc�.} artd 28
�:Fk part 35.
3. 5::,:e a,:,� s� zYrcy E�.��r: where che sF�t�r is i�tended for ea; use only, t3�e
shelteT pro��d_s sedi prc��rr parrcipart n tne shelter ,vith an a;:�c�bl= p aoe
to slee and ade ��e s e ard seour:�• for themsel.es arb thr e belon i� ,.
4. `n•�r,'ar Qir•„—.,•�'�:, . Eadi rov�n or space w'r.hin the sl�ser has a natua� or
m:�d�an�r_3, rrrans �.`�. �n �laticm_ T�e interiflr air is (ree cF pollu2rr�, at a �.-1
that m� t threa�er o� harm the h.a Nr of rYs den��
-. 64..�:r 5�:: ;.�: The s`�_1�=r s stizter suF+ph, is fr�e of cer�mir+atior,
6. Sa•-'nry roc,;t� �. E>i+ �r��m patti�an•. ir rhe sh-te: has acr�ss tr, san;tary
fac� rtie: tt�R are i� ��rcpf- �cnt ne or�nd�tion; are p�ri�.at� ati� ar� a�:,xiat? for
rson�l ceanl n�cs arW tr2 c sa'; c�i taiman waste.
7. T!-.-rr,.'._m,;rc•��rvr.-. � zhe'+erhas ar� necessarr F-= ing; coo in;+acil��es �
r ratin cond tic�r�
r. �i�um:�st:_�, �.-J ei�.Y�:_ tY
a_ T}ie s1ie.Ler has adepva�e natura� or artit:�,al �I un--nation to pzrmit rr�rmaf
irnSx*r a^�.i*ies and y:p¢^rt hea tfi ard sa'.er,.
b. ficre �� s�rti�oertt e ocTr� sources ro permrt ihe Safe use of e��tr�a
appl�arties in the �.e :er.
9. Faadpre�ra�cron� Food ��rc�aration arsas, ifi am�, cDntain suitable space a�o
c-qLFmt,,: t^ sfore, prepare, zn� �cne fixd in a safe an� san;[ary marx•er.
1Ct SQ,;e:,ry� can�. [_rts The sf�lter is ma'nta red in a sariitary c.��dition
13. ��-esafe:y:
a_ �►tre � a:l=ast w!e vt�x�.irg smu►e �Y_tector in each occupied urR af the
shelter.'�ll;er? possb'e, smale detActors are �ocalednear sleep�ng areas.
b. Al l puDli•: areas of dr_ she ter hav� at I=ast one hvrM ir�g sn�oke d�teaor.
c Tl� fire alarm s�soEm r; desi;,�ed for hearir�-impairQd residenG.
d, th.�re � a second n•eans of e� it�r•g tl-t bui�ding in the e•.ent of fire or ocf�er
emer�en :� .
j�. if ESG fUtadS ti�rzrz UStd fof fE-�70VatlOn Oi COiNefSl011, the she�:E� 1'T1eESS SCd�ie OT
ocal �tiernrr��r: safr�y artd sanita�on standards, as appi��ble.
13. h1eeL addtianal reci piant,lsubreripiEn: stanaards j"rf arryj.
CDBG CONSTRUCTION COi�TRACT - F.XHIBITS Pagc 33
The Salvation /�rmy, a Georgia Corporation Rev. 3. I 0.22
Mabcc Center Rehabilitation Project
CERTIFICATIOPJ STATEMEf�T
I certify tt�at I have =. a uated the property located at the adQress beloN to Ihe b�st ofi my abi it�� armd
fmd t�e follo n�ng
❑ Property rt�u al oFti�: aboa�e srandards.
❑ Prvpert�,� d�s nv: mc�t all of the above staralards.
COMMEPSTS:
E:G Peri, i=-,> ".a�m�:
E: G�•.itf eciF•ier�t P�3rc,:• ! �' app icable; -
EmErge�_; >F�herk=me:
:treet �c�Nss
�
E. a!t �tc+r ��enahire
Eva{+:.=tor 113m�:
:.pprrn:ino �?�r'��ai "� gnatu�e :;i� =pplic-af� e):
� C3 f e: =� p:
G'etB O' fE111c:v.
C*ate:
,4p�xovir; O���ial �lan•� (if aNpl�_able):
CDBG CONSTRUCTION CONTRACT — F,XHIBITS
The Salvation Army, a Georgia Corporation
Mabce Center Rchabilitation Projcet
Page 34
Rev. 3.10.22
PROMISSORY NOTE — CDBG FUNDS
Date: l�tarch 3rd, 2022
Borrower: The Salvation Army, a Georgia C'orpora[ion
Borro�ver's Vlailing Address:
The Salvation Army, a Georgia Corporation
Attn: Deborah Bullock
1855 East Lancaster Avenue
Fort Worth, Texas 76103
I�ender: City of Fort Worth, 'Texas, a Texas municipal corporation
Place for Payment:
City of Fort Worth, Neighborhood Services Department
200 Texas Stree[
Fort Worth, Texas 76102
Tarrant Counry
or at any other placc that Lcnder may designatc in writing
Pr•incipal Amount: $754,302.80
Loan Authority:
The loan evidcnced by this Vote (thc "Loan") is being madc pursuant to grant monies from
thc Unitcd Statcs Dcpartmcnt of Housing and Urban Dcvclopmcnt ("IiUD") undcr T�itle I
of the Housing and Community Developmcnt Act of 1974, as amended, 42 USC 5301 et
scq. for utilization in conncction with its Community Dcvclopmcnt Block Grant ("CDBG
Program") and the Communiry Dcvclopmcnt Block Grant Entitlement Program
Regulations, as amcndcd, 24 CFR Part 570 et seq. (the "CDBG Regulations") with CDBG
f�unds.
Annual Interest Rate: 0"/0
Maturity Date: As described in City Secretary Contract No. 56707 between $orrower and
Lcnder for the CDBG fiinds (the "Contract").
Annual Interest Rate on tilatured, Unpaid Amounts: 6°%
Terms of Payment (principal and interest):
Capitalized terms not defincd hercin shall havc mcanings assigncd to them in thc
Contract.
'The Principal Amount is a forgivabic, dcferrcd-payment loan. Paymcnt oF tl�c Principal
Amount wili only bc requirc;d if Borrowcr does not comply with the terms of the Contract,
[he rcyuirements of thc CDBG Program and thc CD�3G Regulations, or thc tern�s of this
Note and any instrument evidencing or securing thc I.oan (collectively, the "Loan
Documents").
PROv11SSORY �'O"I'E — CDBG CONSTRUCTIO\' C'O\'TRAC'f P�gc I
Thc Salvation Anny, A Georgia Corporation
Rcd Shield Cmcrgcncy Rchabililation Projccl Rcv. 3.3.22
This Note is [he Note required in the Contracl and has been executed and delivered in
accordance wi[h its terms. The fundti advanced by Lender are ('.DRG funds used for
acquisition and closings costs and the Contract requires that the Required Improvements
located on the Property must meet the CDBG Requiremcnts, the Cily Requirements, and
the National Objective for the 5-year Performance Penod as more particularly defined in
the Contract.
Borrower shall fulfill the following CDBG Requirements as more particularly defined in
the Contract
I. Build thc Rcquircd Improvcmcnts on thc Property.
2. Managc and operate the projcct to cnsurc that all clicnts scrvcd by Dcvcloper at the
Mabce Ccntcr are homeless persons or are CDBG Incomc E?ligiblc Clients during thc
Pcrformancc Pc;riod.
3. Collcct Tcnant Documcntation in compliancc with thc Contract and thc CDBG
Regulations during thc Pcrformance Pcriod.
4. Comply with all applicablc provisions of thc CDBG Rcgulation,.
Borrowcr shall fulfill thc following City Requirements as morc particularly defined in the
Contract:
Manage and operate the Property [o cnsure it's in compliancc with thc Contract during
thc Pcrformance Period.
Manage and operate the project to ensure that all clients served by Developer at the
Mabec Center are homcicss persons or arc CDBG Incomc Eligiblc Clients during thc
Performance Period.
Opc:ratc thc projcct continuously during thc Pcrformancc Pcriod.
The Loan cvidenced by this Note and the obligations described in the Cuntrac[ pertaining to thc
CDBG Program and thc CDBG Rcgulations will be in dcfault and thc Principal Amount and any
other sums due hcreunder may be dcclarcd immediatcly payable if the sheitcr where the Requircd
Improvemcnts were made does not sen�e homeless families at any time during the 5-year
Perforrnancc Period, all as more particularly defined in the Contract. In the event of such default,
Lender may invokc any remcdics providcd in thc Contract or the Dced of Trust for default.
On perfonnancc uf thc obligations dcscribcd in thc Contract and chc tcrms and conditions oF thc
Loan Documents, the Laan will be forgiven.
Security for Payment:
This votc is sccurcd by a Dced of Trust of even datc from Borrowcr to Jo Ann Pate, Tn.tstcc, or
Denise McElroy, Trustee, which covers the following real property:
Lot I OR, Block 22, Interurban Addilion to the City of Fort Worth, Tarrant County, Texas
commonly known as I S55 E. Lancaster Avenue, Fort Worth, Texas 76103 (the "Property")
Other Security for Payment: None
Tf the Principal Amount is not forgiven, Borrower promises to pay [o the order of Lender the
Principal Amount. Tn that event, this Note is payable at the Place for Payment and according to the Terms
PROMISSORY NOTL' CDBG CONSTRUCTIO;� COV'TRACT �'�6� �
Thc 5alvalion Army, A Gcorgia Corporation
Rcd Shicid l:mcrgcncy Rehabilitation Projcct Rcv. 3.3.22
of Payment. All unpaid amounts are due by the Maturity Date. After ma[urity, Bonower promises to pay
any unpaid principal balance plus interes[ at the Annual Interest Rate on Matured, Unpaid Amounts.
If Bo�Tower dcfaults in the payment of this Note or in the perTormance af its obligations under the
Contract or the CDBG Progc�am or the CDBCi Regulations or any othec- obligation in any instrument
securing or collateral to this Note, Lender may declare the unpaid principal balance, earned interest, and
any other amounts owed on the Note immediately due and payable. Borrowei- and each surety, endorser,
and buarantor waive all demand for payment, �resentation For payment, notice of intention to accelerate
tnaturity, notice oFacceleration of mahiricy, protest, and notice of protest, to the extent permitted by law.
Notwithstanding anything to thc contrary, if a monctary event of default occurs under the terms of
any of the Loan Documents, prior to exercisinb any rcmedics Lender shall givc Bon�ower written notice of
such default. Borrowcr shall havc a period of 7 days aftcr such notice is givcn within which to curc thc
default prior to excrcisc of rcmcdics by Lcndcr undcr thc Loan Documcnts. Votwiths[anding anything to
the c�ntrary, if a non-monc�ary event of dcfault occurs undcr the terms of any of�the Loan Documcnts, prior
to exercising any remedics, Lcnder shall give Borrower written notice of such default. [f' the default is
reasonably capabic of bcing cured within 30 days, Borrower shall have such period to eff'ect a cure prior to
exercisc of remedies by Lender under the Loan Documents, lf the default is such that it is not reasonably
capablc of bcing cured within 30 days, and if Borrower (i) initiates corrective action within said period, and
(ii) diligently, continually, and in good faith works to effect a cure as soon as possible, then Borrower shall
have such addi[ional time as is reasonably necessary to cure thc default prior to exercise of any remedies
by Lender. In no cvcnt shall Lcnder bc prccludcd f�rom cxcrcising rcmcdics if its security becomcs or is
about to bccome matcrially jcopardi�cd by any failurc to curc a dcfault or thc dcfault is not curcd within
180 days after thc first notice of default is given.
Borrowcr also promises to pay reasonable attorney's fees and court and other costs if this Notc is
plac�d in the hands of an attorney to collect or enforce the Note. These expenses will bear interest from the
date of advancc at the Annual Intcrest Ratc on Maturcd, Unpaid nrnounts. Borrower will pay Lcnder thcsc
expenses and interest on demand at the Place for Payment. These expenses and interest will become part
of the debt cvidenced by the Note and will be sccurcd by any sccurity for paymcnt.
Intcrest on the debt evidenced by this Note will not excecd the maximum rate or amount of non-
usurious interest that may be contracted for, [aken, reserved, charged, or received under law. Any interest
in excess of that maximum amount will be creditcd on the Principal Amount or, if the Principal Amount
has been paid, refunded. On any acceleration or required or permitted prepaymenl, any excess interest will
be canceled automatically as of the acceteration or prcpayment or, if the excess interest has already becn
paid, credited on the Principal Amount or, if thc Principal Arnount has bcen paid, rcfundcd. This provision
overrides any conFlicting provisions in this Note and all other instruments concerning the debt.
Each $orrowcr is responsiblc for all obligations rcpresentcd by this Notc.
When the context requires, singular nouns and pronouns include the plural.
The indebtedness evidenced by tl�is No[e is and shalf be subordinate only as approved by L,ender
through the execution of a Subordination Agreement.
Subject to any cure periods provided in the documents evidencing any Senior Indebtedness, if there
is a default in payment of any part of principal or interest of any part of a Senior Indebtedness or a breach
of any covenants contained in any instruments securing it, the debt evidenced by this Note will immedialely
become payable at the option of Lender. if Borrower fails to perforn� any of Borrower's obligations in the
promissory note evidencing a Senior [ndebtedness or in any instruments securing same, Lender may
PROMISSORI' NC>'PI: CDDG CONtiTRUC'TIO'� CO\TR/�("� Pagc 3
Thc tialvation Anny, A Gcorgia Corporalion
Rcd Shicld L-mcrgcncy Rchabilitation Projccl Rcv. 3.3.22
perform those obligations and be reimbursed by Borrower, on demand, at the Place for Payment for any
amounts advanccd, including attomey's fees, �lus 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 instivments securin�; this Note.
The execution and delivery of this Note are required under the Contract.
If any provision of this Note conflicts with any provision of the Contract, the Deed of Trust or any
other clocument evidencing the same transaction between Lender and F3o►-rower, the provisions of the
Contract will govcrn to thc extcnt of the contlict. Capitalized tcrms not dcFined hcrcin shall iiave meaninbs
assigncd to them in thc Contract.
This Note will be construed under the laws of the state of Texas without regard to choice-oF-law
rulcs of any jurisdiction.
This votc is a nonrccoursc obligation of Borrowcr. hcithcr Borrowcr nor any othcr party shall havc
any personal liability for repayment of the Loan dcscribed in thc: Contract. The sole recoursc of Lender
undcr the Loan Documents for repayment of the Loan shall be the exercise of it, rights against the Security
for Payment.
�REMAIIDER OE PAGE INTE\'T10NAL,LY LEFT BLA\K�
PRc)MISSORY �'OTL' - CnBG CO\S"1'RUC TION CONTRACT
l hc Salva�ion Army, A Gcorgia CorporaUon
Rcd Shicid Emcrgency Rchabilitation Projcct
Pagc a
Rcv. 3.3.22
THF. CO\TRACT, THE \OTF. A\D THE DEED OF TRUST CONSTITUTE THE FTNAL
AGRF.EME\T OF THE PARTIES AND MAY NOT BE CO\TRADICT'F:D BY EV[DENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUE\T ORAL AGRE�NIENTS OF THE PARTIES.
THF.RF, ARF. NO UNWRITTF,v ORAI, AGRF.I;NiENTS BETWEE� THF. PARTIF,S.
THE SAL,VATION ARi1�1Y,
A Georgia corpora[ion
Avstrabertv �i . �t �� r� e� a� ine � ,�.Q/
.,ASk�Ifif8ltC �TC3SLITE;T I t' Ku.S ���/ 1 S� o a��-v"' w. R/`-�
PROMISSORI' NUTL: - CDDG CU\S'IRUCTIOK CO�TRACT
Thc Salvation Army, A Gcorgia Corporation
Rcd Shicld [mcrgcncy Rchabilila�ion Projcct
Pagc 5
Rcv. 3.3.22
�\OTICE OI' COhi'IDF.�T[ALITY RIGF[TS: IF YOU ARI�', A NATURAL PERSON, YOU MAY
REMOVE OR STRIKE ANY OR ALI� OF T'HL FOL[,OWING I�iFORMAT[Oti FROM A\Y
1NSTRUMENT THA'� TRA\'SFERS AN I�TERF,ST IN REAt, PROPCRTY BEFnRE 1'T IS
G11,CD I�OR RECORD IN THF, PU6LIC RF.CORDS: YOUR SOCIAL SECURITY NUMBER OR
YOUR DRIVER'S L,ICENSE 1UMBER.
Deed of Trust
Security Agreemcnt - Financing Statement
CDF�G Funds
Terms
Date: March 3rd, 2022
Granto►: Thc Salvation Anny, a Georgia ('or��oration
Grantor's Mailing Address:
The Salvation Army, a Georgia Corporation
Attn: Deborah Bullock
I 855 F.ast Lancaster Avenue
Fort Worth, Texas 76103
Trustee: Jo Ann Gunn or Denis McElroy
Trustee's Mailing Address:
City Attorney's Office
City of Fort Worth
200 Texas Street
Fort Worth, TX 76102
Tan�ant C:ounty
I,ender: City of Fort Worth, a Texas municipal corporation
I,ender's viailing Address:
City of Fort Worth
Neighborhood Services Department
Attention: Assistant Director
200 Texas Street
Fort Worth, Texas 76102
Tan�ant County
Loan Authority:
The loan evidenced by this Note (the "t,oan") is being made pursuant to grant monies from the
United States Department of Housing and Urban Development ("HUD") under Title I of the
Housing and Community Development Act oi 1974, as amended, 42 USC 5301 et seq. for
utilization in connection with its Communiry Development Block Grant ("CDBG Program") and
the Community Development Block Grant Fntitlement Program Regulations, as amended, 24
CFR Part 570 et seq. (the "CDBG Regulations") with CDBG funds.
DEED OF TRUST — CDBG 1� t I\DS
Thc Salvation nrmy, n(icorgia Curporalion
Rcd Shield Gmcrgcncy Rchabilitation Projca
Pagc I
Rev. 3.3.22
Obligations
Notc Date: March 3rd, 2022
Original Principal Amount: �754,302.80
[3orrower: Thc Salvation Army, a Georgia Corporation
Lender: ('ity of Fort Worth
Terms of Payment: As provided in the Note
Maturity Date: As described therein and in the Contract (as defined
below)
In acidilion, Obligations shall includc compliance by Cirantor with thc rcquircmcnts oFthc CDBG
Program morc particularly dc;scribed in Scction F. bclow.
Property (including any improvcments):
Loc I OR, Block 22, Intcrurban Addition to thc City of Fort Worth, Tarrant County, Tcxas
commonly known as 1 S55 E. Lancastcr Avenue, Fort Worth, Tcxas 76103 (thc "Property")
Togethcr with the following personal properry:
All fixtures, supplics, buildinb matcrials, and other goods of�evcry nature now or hercaFtcr
located, used, or intcndcd to be locatcd or used on the Property;
All plans and spccitications for devclopment of or construction of improvcments on thc
Property;
All contracts and subcontracts relating to the construction of improvements on the
Property;
All accounts, contract rights, instruments, documents, gencral intangibles, and chattcl
paper arising from or by virtue of any transactions relating to thc Property;
All permits, licenses, franchises, certificates, and other rights and privileges obtained in
conncction with thc Property;
Al) proceeds payable or to be payable under each policy of insurancc rclating to the
Property; and
All products and proceeds of the Forcgoing.
Notwiths[anding any othcr provision in this Dced uf Trust, thc tcrm "Property" docs not includc
personal effects uscd primarily for personal, family, or household purposcs.
In addition to creatinb a dccd-of-tnist licn on thc Property described, Grantor also grants to Lcnder
a security intcrest in all oF [he above-described personal property pursuant lo and to the cxtcnt
permit[cd by the Tcxas Unifonn Commercial Code.
Prior L.iens:
The indeb[edness evidenced by this note is and shall be subordinate only as approved by
Lender through the execution of a Subordination Agreernent.
Subject to waiver, notice, grace and cure period, if�any, if default oeeurs in payment of any
part of principal or interest of any part oF a senior indebtedne,s authorized through a
Subordination Agreement or in observance of any covenants of the deeds of trust or other
loan documents securing a senior indebtedness, the entire debt secured by this Deed of
Trust will immedialely become payable at the option of Lender.
DEED OF TRUST — CDBG FUtiDS
Thc Salvation Army, /� Gcorgia C'orporation
Rcd Shield fmcrgcncy Rchabilitation Projccl
Pagc 2
fZcv. 3.3.22
Other Exceptions to Conveyance and Warranty:
For value received and to secure �erfo��nance �if the Obligations, Grantor conveys the Property to
Trustee in trusL Grantor warrants ancl agrees t�� deFend thc title to the Property, subject to the Other
Exceptions to Conveyance anel Warranty. On performance of the Obligations including payment
of the Loan and all other amounts secured by this Deed of Trust if required and performance of the
requirements of the C'DBG Program, this Deed of Trust will have no Fu�ther effect, and Lender will
release it at Grantor's expense.
Clauscs and Covcnants
A. Grantor's Obligations
Grantor abrccs to-
l. kccp thc Property in good condition and repair;
2. pay all taxes and asscssments on the Property bcfore delinyucncy, and not authorizc a taxing
entity to transfer its tax licn on thc Property to anyonc othcr than Lender;
3. dcfend titic ro the Property subject to thc Othcr Exccptions to Conveyancc and WaiYanty �nd
preservc thc licn's priority as it is established in this Dced of Trust;
4. obcy all laws, ordinances, and restrictive covenants applicabie to the Property;
5. maintain all insurance coveragcs with respcct to the Property, rcvcnues generated by thc
Property, and operations on the Property that Lendcr reasonably requires ("Required insurancc
('ovcrages"), issued by insurer; and written on policy forms acccptable to Lender, and deliver evidence of
thc Required Insurance Coverages in a form acccp[able to Lender at lcast l0 days before the expiration of
thc Rcquired [nsurance Coverages.
6. keep any buildings occupied as requircd by the Required lnsurancc Coverages;
7. obey all laws, ordinances, and restrictive covenants applicablc to the Property;
R. if thc licn of this Dccd o1�Trust is not a first licn, pay or causc to bc paid all prior lien notcs
pursuant to their respcctive terms and abide by or cause to be abided by all prior lien instruments; and
9. notify Lcnder in writing of any changc of address.
Grantor agi-ecs not to-
I. do or permit anything to be done that will impair the sccurity of this Deed of Trust.
2. allow any subordinale debt to encumber the property without the prior consent of the City.
DEEU OF TRUS"I'— CUF3(: FUtiDS
Thc Salvatiun nrmy, A Cicurgia Corpuration
Rcd Shicld Emcrgcncy Rchabilitatian Projcct
Pagc 3
Rcv. 3.3.22
B. Lender's Rights
1. Lender oi� Lender's mortgage servicer may appoint in writing a substitutc tn.�stee, succeeding to
all rights and responsibilities of Trustee.
2. Tf� the proceeds of the Loan are used to pay any debt secured by prior liens, Lender is subro�;ated
[o all the rights and liens of the holders oF any deb[ so paicl.
3. A'ot�vithstanding the terms of the Notc to the contr�iry, and unless applicable law prohibits, all
paymcnts rcccivcd by Lcncicr From Grantor with respect tc� thc Obligations or this Dced of Trust may, at
Lencicr's discrction, bc applicd (irst to amounts p�tyablc under this Deed of Trust and thcn [o amounts duc
and payable to Lender with respect to the Obliga[ions, to be applied to late char�;cs, principal, or interest in
the order Lender in its discre[ion dctermines.
4. If Grantor fails to perform any of Grantor's Obligations undcr this Dccd ot'"f�rust, subjc;ct to prior
writtcn noticc and curc penod, Lcnder may perform thosc obligations and bc rcimbursed by Grantor on
demand for any amounts ;o paid, including reasonablc attorncy's f`ecs, plus interest on those amounts Prom
the dates of payrncnt at thc rate stated in thc Note for maturcd, unpaid amounts. The amount to bc
rcimbursed will bc sccurcd by this Decd of Trust.
5. If'thcrc is a deFault on thc Obligations or if Grantor f�ails to perform any of Grantor's Obligations
undcr this Dccd of "f'rust and thc dcfault continues after any required notice of thc dcfault and the timc
allowed to cure, Lendcr may-
a. dcclarc any unpaid principal balance and any c:arned intere;t on thc Obligations
immcdiately due;
b. cxcrcisc Lendcr's rights with respect to rent undcr the Tcxas Property Codc as then in
effcct;
c. direct Trustec to foreclose this lien, in which case Lcnder or Lender's agent will cause
notice of thc foreclosure sale to be given as provided by the Texas Properry Code as
then in cffcct; and
d. purchase thc Property at any forcclosure salc by of'fcring thc highcst bid and thcn have
thc bid creditcd on thc Obligations.
6. Lender may remedy any default without waiving it and may waive any default without waiving
any prior or subsequent default.
C. Trustee's Rights and Duties
If directed by Lendcr to forcclose this licn, Trustcc will-
1. either personally or by agent givc noticc of thc foreclosure salc as rcquircd by thc Tcxas Property
Code as then in cffcct;
2. sell and convey all or part of the Property "AS IS" to the highcst bidder for cash with a gencral
warranty binding Grantor, subject to thc Prior Licn and to thc O[hcr Exccptions to Convcyancc and
Warranty and without rcpresentation or warranty, cxpress or implicd, by Trustec;
DGED OF '1'RUST — CUBG f� UNDS pag� `�
The Sah�alion Army, n Gcorgia Corporation
Rcd Shicld P.mcrgcncy Rchabilitalion Projcct Rev. 3.3.22
3. from the proceeds of the sale, pay, in this order-
a. expenses of foreclosure, including a reasonable commission to Trustee;
b. to Lender, the Full amount of principal, interest, reasonable attorney's fees, and other charges
due and unpaid;
c. any amounts required by law tu bc paid before payment to Grantor;
d. to Grantor, any balancc; and
4. be indemnified, hcld harmless, and dcf�endcd by Lcndcr against all costs, cxpcnses, and liabilities
incuned by Trustec for acting in the cxccution or enforcement c�f the trust created by this Deed of Trust,
which includcs all court and othcr costs, including rcasonable attorney's fecs, incurred by Trustec in defense
of any action or procccding takcn against Truscce in that capacity.
D. General Provisions
l. If any of the Property is sold under this Dced of Trus�, Grantor must immediately surrcnder
possession to thc purchaser. If Grantor fails to do so, Grantor will become a tenant at sufferance of thc
purchascr, subjcet to an action for forcible dctainer.
2. Rccitals in any trustcc's deed convcying the Property will bc presumed to be truc, absent
evidence to thc contrary.
3. Proeeeding under this Deed of Trust, filing suit for foreclosurc, or pursuing any other remedy
will not constitute an election of remedies.
4. This lien will rcmain superior to licns later crcat�d even if the time of payment of all or par[ of'
thc Obligations is cxtendcd or part of the Properry is relcascd, unlcss a Subordination A�,�rcement is cxecuted
by the Lender.
5. If any portion of the Obligations canno[ bc lawfully secured by [his Deed of Trust, payments will
bc applicd first to dischargc that portion.
6. Gran[or assigns to Lendcr all amounts payablc to or rcceived by Grantor from condenu�ation of
all or part of thc Property, from private salc in lieu of condemnation, and f�rom damages causcd by public
works or construction on or near [he Property. After deducting any expenses incurred, including reasonablc
attorney's fees and court and other costs, Lcndcr will either rcicase any remaining amounts to Grantor or
apply such amounts [o reduce thc; Obligations and any excess proceeds shall be paid to Grantor. Lender will
not be liable For failure [o collect or to exercise diliget�ce in collccting any such amoun[s. Grantor will
immediately give Lender notice of any achtal or known threatened procecdings for condemnation of all or
par[ of the Property.
Notwithtitanding the above, in the event of any fire or other casually to the Property or eminent
domain proceedings resulting in condemnation of the Property or any part thereof, Granror shall have the
right to rebuild the Property, and to use all available insurance or condemnation proceeds therefore,
provided that (a) such proceeds are sufficient to keep the Obligations in balance and rebuild the Property in
a manner that provides adequate security to I.,ender for repaymen[ or performance of thc Obligations or if
such proceeds are i�sufficient then Grantor shall have funded any deficiency, (b) Lender shall have the right
DEED OF TRIIST — CDBC Fl11DS Pagc S
"fhc Salvatiun nrmy, n Cicorgia Corporation
Rcd Shicld Lmcrgency Rchabilitatiun Prujccl Rcv. 3.3.22
to approve plans and speci�cations for any major rebuilding and the right to approve disbursements of�
insurance or con�emnation rroceeds For rchuilding under a construction escrow or similar arrangement,
and (c) no material default then exists under the Loan documents other than attributable to casualry or
condemnation. If the casualty or condemnation affects only parl of the Property and total rebuilding is
infeasible, then proceeds may be used for partial rebuilding and partial repayment c�f the Obligations in a
manner that rrovicles adequate security to Lender for repay�nent of the remaining balance of [he
Obligations, and any excess proceeds shall be paid [o Grantor.
7. Grantor assigns lo Lendcr all present and future rent and othcr incorne and recei�ts from the
Property pursuant to Chap[cr 64 of thc ��exas Property Codc, as may bc amcnded from timc to time. If
Grantor dciaults in payment or performancc of the Obligations or performance of this Decd of Trust, Lender
may, u�on noticc, cause all rent and othcr income and receipts that havc accrucd but remain unpaid on thc
dalc of noticc and that accruc on or aftcr thc datc oF noticc to bc paid to Lendcr. Paymcnts to Lcndcr undcr
this para�,�aph shall bcgin within thirty days of the datc of notice. Lender ncither has nor assumcs any
obligations as Icssor or landlord with res�ect to any occupant of thc Property. Lender may exercise L.endcr's
rights and remcdies under this paragraph without taking posscssion of thc Property. Lendcr will apply all
rent and other incomc and receipts collected and retained by Lendcr undcr this paragraph first to expenses
incurred in exercising Lender's rights and remedies hereunder and then to Grantor's obligations with
respcct to thc Obligations and this Decd of�"Trust in the ordcr dctermincd by Lendcr. Lender is not rcquired
to act undcr this para��raph, and acting undcr this paragraph docs not waivc any of'Lcndcr's othcr rights or
remcdics.
8. [nterest on the debt secured by this Deed of Trust will not cxceed the maximum amount of non-
usunous interest that may bc contracted for, taken, rescrved, charged, or received under law. nny intcrest
in excess of that maximum amount wiil be credited on the principal oF the debt or, if� that has been paid,
refunded. On any acceleration or required or permitted prepayment, any excess interest will be canccled
automatically as of [he acccleration or prepaymcnt or, if already paid, credited on the principal of the debt
or, if the principal of the dcbt has been paid, refundcd. This provision overridcs any conflicting provisions
in this and all other insh-uments concerning the debt.
9. In no evcnt may this Dccd of "i'rust secure payment of any debt that may not lawfully bc sccurcd
by a lien on real estate or crcate a lien otherwisc prohibited by law.
] 0. Whcn thc contcxt rcquires, singular nouns and pronouns includc thc plural.
1 1. Thc tcrm Notc includcs all cxtcnsions, modifications, and rencwals of thc Note and all amounts
sccurcd by this Dccd of Trust.
12. Grantor agrees to (a) kcep at Grantor's address, or such othcr placc as [,ender may approve,
accounts and records rcflecting the operation of the Property and copies of all written contracts, leases, and
other instruments that affcct the Property; (b) prepare financial accounting records in compliance with
generally accepted accounting principles consistently applied; and (c), at Lender's rcquest on reasonable
notice from time to time, permit I.ender to examine and make copies of such books, records, contracts,
leases, and other ins4-uments at any reasonable time.
13. Grantor agrecs to deliver to Lender, at Lender's request from time to timc, internally prepared
financial statements of Grantor and any guarantor of the Note prepared in accordance with generally
accepted accounting principles consistently applicd, in detail reasonably satisf�actory to Lender and certified
to be materially true and correct by the chief� financial oFficer of�Grantor or its certified public accountant,
as applicable.
DGED OP'1'RUST — CD}3G f�LINDS Page 6
'lhc tialvation nrmy, n Cicorgiai Co�poration
Rcd Shicld l�.mcrgcncy Rchabililation Projcct Rcv. 3.3.22
14. If Lender orders an appraisal of thc Property while a default exis[s or to comply with legal
requirements affecting Lender, Grantor, at Lender's request, agrees to reimburse Lendcr for the reasonable
cos[ of any such appraisaL If Grantor fails to reimburse Lender for any such appraisal within 20 days of
Lender's written request, that failure is a default under this Deed of Trust.
15. Grantor agrees to allow Lender or Lender's agents to enter the Property during regular business
hours upon at least 48 hours prior notice and inspect it and any personal property in which Lender is granted
a securiry interest by this Deed of Trust.
16. Grantor may nc�t sell, transfcr, ��r uthcrwisc disposc of any Property, whcthcr voluntarily or by
operation of' law, except for condemnation or to obtain utility casemcnts, without thc prior wri[tcn consent
of Lender. If granted, consent may be conditioned upon (a) the grantee's integrity, rcputation, charactcr,
crcditworthiness, and managcmcnt ability bcing satisFactory to L,ender; and (b) thc grantee's executing,
before such sale, transfer, or othcr disposition, a written assumption agrecment containing any terms Lender
may rcasonably require, such as a principal pay down on the Obligations, an inereasc in thc rate of interest
payablc with respcct to thc Obligations, a transf�cr fcc, or any othcr rnodification of thc i�otc, this Deed of�
T'iust, or any othcr instrumcnts cvidencing or sccuring thc Obligations.
Grantor may not cause or permit any Property to be encumbered by any liens, securiry interests, or
encumbranccs other than the licns sccuring thc Obligation and thc licns securing ad valorcm taxes not yct
duc and payable and the Permitted Fxceptions without the prior written consent of Lender. If granted,
consent may bc conditioncd upon Grantor's cxccuting, bcforc branting such licn, a writtcn modification
agrccment containing any tenns Lcnder may reyuirc, such as a principal pay down on thc Obligations, an
increase in thc ratc of intcrest payable with respcct to thc Obiigations, an approval fec, or any othcr
modification of the Notc, this Deed of Trust, or any other instruments evidencing or securing the
Obligations.
Grantor may not grant any licn, sccurily intcrest, or other encumbrance (a "Subordinate
Instrument") covering the Property that is subordinatc to thc licns crcated by [his Dced of Trust without
the prior written consenl of Lender. If �,nanted, consent may be conditioncd upon the Subordinatc
Instrument's containing express covenants lo the effect that-
a. the Subordinate Instrumcnt is unconditionally subordinate to this Deed of Trust;
b. if�any action is instituted to forcclosc or othcrwisc cnforcc tkic Subordinatc Instrumcnt,
no action may bc takcn that would tcnninatc any occupancy or tcnancy wi[hout the
prior written consent of L.ender, and that consent, if granted, may be conditioned in
any manncr t.cnder determines;
rents, if collected by or For the holdcr of thc Subordinate Instrument, will bc applicd
first to the paymcnl of the Obligations then due and to cxpenses incurred in thc
owncrship, operation, and maintenance of the Property in any order L�nder may
determine, before being applied to any indebtedness secured by the Subordinate
Tnstrument;
d. written notice of default under the Subordinate instrument and written no[ice of the
commencement of any action ro foreclose or otherwise enforce the Subordinate
Tnstrument must be given to Lender concurrently with or immediately after thc
occurrence of any such default or commencement; and
DGED OI� TRUST — CDQG FI!1DS Pagc 7
The Salvation Army, A Gcorgia Corporalion
Rcd Shicld Emergcncy Rchabilitation Projcct Rcv. 3.3.22
e. in the event of the bankruptcy of Grantor, all amounts due on or wi[h respect to the
Obligations and this Deed of Trust will be payable in full before any payments on the
indebledness secured by the Subordinate Instrument.
Grantor may not cause or perrnit any of the following cvents to occur without thc prior wriucn
conscnt of Lcndcr: if Grantor is (a) a corporation, thc dissolution of thc corporation or thc salc, plcdgc,
encumbrancc, or assignmcnt of any shares of its stock; (b) a limi[cd liability company, thc dissolution of
the company or the sale, pledgc, encumbrance, or assignment of any of its mcmbership interests; (c) a
gcncral partncrship c�r joint vcn[urc, thc dissolution of thc partncrship or vcntw�c or thc sale, plcdgc,
encumbrance;, or assignment of any of its partnership orjoint venture intere:sts, or the withdrawal f�rom or
admission into it of any gcneral partner or joint venturcr; or (d) a limited partnership, ( I) the dissolution of
the partnership, (2) [he sale, pledge, encumbrance, or assignment of�any of its general parmcrship interests,
or the withdrawal from or admission into it of any generai partner, or (3) except tbr a limited partnership
interest in a low income housing project, the withdrawal from or admission into it of any controlling limited
partner or partners. Tf granted, consent may be conditioned upon (a) the integriry, repu[ation, character,
creditworthiness, and management ability of the person succeeding to the ownership interest in Grantor (or
sccuriry int�rest in such ownership) being reasonably satisf�actory to i.ender; and (b) the execution, before
such event, by the person succeeding to the interest of Grantor in the Property or ownership interest in
Grantor (or security interest in such ownership) of a written modification or assumption agreement
containing such terms a5 Lerider may reasonably reyuire, such as a principal pay down on the Obligations,
an increase in the rate of interest payable with respect to the Obligations, a transfer fee, or any other
modification of the �'ote, this Deed of Trust, or any other instrumcnts evidencing or securing the
Obl igations.
17. Grantor agrees no[ to grant any future lien or security interest in the Property or to pei�nit any
future junioi� encumbrance [o be recorded or any existing or future claim [o otherwise become an
encumbrance against the Properry. If an involuntary encumbrance is filed against the Properry, Grantor
agrees, within 30 days of actual notice, to either remove the involuntary encumbrance or insure against it
or provide a bond acceptable to Lender against the involuntary encumbrance.
parties.
I 8. This Deed of' Trust binds, benefits, and may be enforced by the successors in interest of all
19. [F Grantor and Boi7-ov✓er are not the same person, the term Grantor includes Bon�ower.
20. Except as may be specifically stated in this Deed oF"Crust or the Note, Grantor ancl each surety,
endorser, and guarantor of the Obligations waive all demand for payment, presentation for payment, notice
of intention to accelerate maturity, notice af acceleration of maturity, protest, and notice of protest, to the
extent permitted by law.
21. Grantor agrecs to pay rcasonablc attomey's fees, wstee's fces, and court and other costs of
enforcing Lender's nghts under this Decd oFTrust if this Deed of Trust is placed in thc hands of an attorney
for cnforccmcnt.
22. If any provision of this Deed of Trust is dctermincd to be invalid or uncnforccablc, the validity
or enE�orceability of'any othcr provision will not be affccted.
23. Thc term L.endcr includes any mortgagc servicer for Lcndcr.
DEED Ok� TRUST — CDF3G FUNDS Pagc 8
T hc Salvation Army, A Gcurgia Corporaliun
Rcd Shicld Cmcrgcncy Rchabililation Projcct Rcv. 3.3.22
24. The debt and the perf'ormance secured hy this Deed of Tntst is a nonrecoursc obligation of
13orrower. Neither Borrower nor any other parly ShaU have any personal liabiliry for repayment of the Loan
described in the C'ontract. The sole recow�se of L.ender under the Loan documents for re�ayment of the
Loan or performance uf any of the Obligations shall be the exercise of its right against the security for
payment as defined in [he Note.
C. Construction I,oan iVlortgage
1. This Deed of Trust is a"construetion mortgage" within ihe meaning of Section 9.334 of the
Texas Busincss and Commercc Code. The licns and sc;curity interests crcatcd and granted by this Dccd of�
Trust secure an obligation incurred fur the construction or rchabilitation of improvements on land.
2. Grantor agrecs to comply with thc [crms, covcnants and conditions of City Secretary Contract
No. 56707 bctwecn Grantor and Lcndcr (the "Contract") which requires the Note and this Deed of Trust.
All advanccs madc by Lcndcr under thc Contract will bc indebtedness of Grantor sccured by thc liens
crcatcd by this Dccd oFTrust, and such advanccs arc conditioncd as providcd in thc Contract.
3. All amounts disbursed by Lender before completion of the improvements to protect the security
of this Deed of Trust up to thc principal amount of thc �otc will bc treated as disbursemcnts under the
C'ontract. All such amounts will bear interest from thc date of disbursement at thc ratc stated in the Notc,
unless collections from Grantor of interest at that rate would bc contrary to appiicablc law, in which event
such amounts will bcar intcrest at thc ratc statcd in thc Notc for matured, unpaid amounts and will bc
payable on noticc from Lcndcr to Grantor rcqucsting paymcnt.
4. From time tu time as Lcnder deems rcasonably necessary to protec[ Lcnder's interests, Grantor
will, on requcst of Lender, cxecutc and deliver to Lender, in such form as Lender directs but subjcct to the
rights of any senior lien holders, assignments of any and all rights or claims that relate to the construction
of improvemcnts on thc Property.
5. In case of breach by Grantor of the terms, covenants and conditions of the Contract, Lender, at
its option, subject to applicable notice, grace and cure periods, with or withou[ cntry on the Property, may
(a) invoke any of the rights or remedies provided in thc Con[ract, (b) accelerate the amounts secured by this
Dccd of Trust and invokc thc rcmcdics providcd in this Dccd of Trust, or (c) do both.
r. THIS CO\'VEYANCE IS MADE AND ACCEP'TED SUBJECT TO THE FOLLOWI�G
CO\DITIO\'S AND RESTRICTIO\S:
The �ote secured by this Deed of Trust is the Note reyuired in thc Contract between Grantor and
Lender and has been executed and delivered in accordance with its terms. The funds loaned by I..ender are
CDBG funds used for rchabilitation of the shcltcr and thc Contract requires that thc Rcquircd Improvements
locatcd on thc Property must be used to serve homcicss familics and mcet thc CDBG Rcyuircmcn[s, the
City Requirements, and the National Objective f'or the 5-year Performance Period, all as more particularly
defined in the Contract, in accordance with the CDBG Program and [he CDBG Regulations.
Borrower shall fulfill the following CDBG Requirements as more particularly defined in the
Contract:
I. Construct the Required improvements on the Property.
DEF:D OF TRtIS"T — CDBG FU�1DS
Thc Salvation nnny, A Gcorgia Curporation
licd Shicld Lmcrgcncy Rchabilita�ion Projccl
Pagc 9
Rcv. 3.3.22
2. Manage and operate the project to ensure that all clients served by Developer at the
Mabec Center are homeless persons or are C'DBCi income Eligible C'lients during the
Perfoimance Period.
3. Collect Tenant Documentation in compliance with the Contract and the C'DBC;
Regulations during the Performance Periocl.
4. C�omply with all applicable provisions of the CDB(i Kegulations.
Borrower shall fulfill the following City Requirements ati more particularly defined in the Contract:
l. Manage and operate thc Property to ensure that all clients savcd by Devcloper at thc
Mabec Center arc homelcss persons or are CDBG Income Eligiblc Clicnts during the
Pcrformancc Pcriad.
2. Managc and operate the project [o ensure the Property to ensurc it's in compliance during
thc Performance Pcriod.
3. Operatc thc projcc� continuously during thc Pcrformancc Pcriod.
The Loan and any sums duc undcr [hc Notc or this Dccd of Trust will bc in dcfault and may bc
dcclarcd immcdiatcly payablc if thc Rcquircd Improvcments locatcd on thc Property does not scrvc [ncomc
F.ligiblc Clicnts and mcet the National Objective, and comply with the CDBG Requiremcnts and the City
Requirements for the S-year Performance Period, all as more particularly defned in the Concract. In thc
cvent of such dcFault, Lendcr may imokc any remedies
provided hcrein or in the Contract.
This Deed of `I'rust has also becn cxecuted and delivcred pursuant to thc terms of the Contract.
Grantor agrccs to perform cach and cvery obligation set forth in the Contract and will not permit a dcfault
to occur tklcrcunder. Any default in thc performance of Grantor's obligations undcr thc tcrms of thc
Contract, the CDBG Program or CDBG Regulations shall bc dcemed a default in the tcrms of thc Notc and
Lendcr may invokc any rcmcdics providcd hcrcin.
(REMAI�IDER OF PAGE INTENTIO\ALLY LEFT BLA\K�
DLk:D OF TRUST — CU6G PU\DS
Thc Salvation Army, A Gcorgi� Corporalion
Red Shicld Lmcrgcncy Rchabiliialion Projcct
Pagc 10
Rcv. 3.3.22
THE CO\TRACT, THE \OTE AND THE DEED OF TRUST CONSTITUTE THE
FINAL AGREEMENT OF THE PARTIES AND 11�tAY \OT BI; CONTRADICTED BY
EV[DF.NCE OF PRIOR, CONTEMPORA\EOUS, OR SUBSEQt1E�T ORAL AGREEMENTS
OF THF. PARTIES. THERE ARE NO UNWRITTE.� ORAI, AGREEMENTS BET'WEEN THE
PARTIES.
THE SALV
By' -- -- —
s c,���e i ���✓n
�sSTSt'ciTTC�'TCaSLfTCi' I 2 x c. 1�; v 1 S w,'`• � t l� �"^ wt n, n�.�
'����5
STATE OF�A
4) �,� 1 i u�S
COUNTY OF (tl�'-1--��iF:'�"!'
This instrumcnt was acknowledgcd beforc mc on �� � ____, 2022 by Lt. Col. Ronnie
Raymer, the Texas Divisional Commander oFThe Salvation Army, a Georgia Corporation.
;:��"•"•'•'`•!ti�; NiCtCY R08ERTS
i�-ihvd�7JV%�
N �'.,�', �r.o� ,��° ��sf �11, 2025
AFTER RECORDI\G �,TURN TO:
City of Fort Worth
City Attorney's Oftice
Attention: Jo Ann Gunn
200 Texas Street
Fort Worth, Texas 76102
DEED O� TRl'ST — CDBG FUNUS
I�hc Salvalion Army, n Gcorgia CorporaUon
Rcd 5hicld 6mcrgency Rchabilitation Projcct
� �J j_
'��,' 1`R'`-''`��
l.
i
Pagc I I
Rcv. 3.3.7.2
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 02/16/21 M&C FILE NUMBER: M&C 21-0107
LOG NAME: 19SALVATIONARMYREHABPROJECT
SUBJECT
(CD 8) Authorize Change in Use and Expenditure in the Amount of $754,302.80 of Community Development Block Grant Funds Restricted Cash
to The Salvation Army, a Georgia Corporation in the Form of a Forgivable Loan for the Rehabilitation of the Mabee Center Located at 1855 East
Lancaster Avenue, Authorize Execution of Contract, Authorize a Substantial Amendment to the City's 2019-2020 Action Plan, Authorize the
Substitution of Funding Years, and Find that Funding the Rehabilitation Serves a Public Purpose
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize a change in use and expenditure in the amount of $754,302.80 in Community Development Block Grant Restricted Cash funds to
The Salvation Army, A Georgia Corporation in the form of a forgivable loan for the rehabilitation of the Mabee Center located at 1855 East
Lancaster Avenue, Fort Worth, TX 76103;
2. Authorize a Substantial Amendment to the City's 2019-2020 Action Plan;
3. Authorize the City Manager, or his designee, to substitute of funding years in order to meet United States Department of Housing and Urban
Development commitment, disbursement and expenditure deadlines;
4. Authorize the City Manager, or his designee, to execute a contract with The Salvation Army, A Georgia Corporation for the project for a one
year term beginning on the date of execution of the contract;
5. Authorize the City Manager, or his designee, to extend or renew the contract with up to two one-year extensions if The Salvation Army, A
Georgia Corporation requests an extension and such extension is necessary for completion of the project;
6. Authorize the City Manager, or his designee, to amend the contract if necessary to achieve project goals provided that the amendment is
within the scope of the project and in compliance with City policies and applicable laws and regulations governing the use of federal grant
funds; and
7. Find that funding the renovation of the Mabee Center achieves the public purpose of providing shelter to homeless families in the City and
helps ensure their health and welfare and that adequate controls are in place to ensure that the public purpose is carried out.
DISCUSSION:
On August 27, 2019, the Fort Worth Housing Finance Corporation (FWHFC) Board approved the sale of 904 E. Weatherford, commonly known as
the Airporter property, for a proposed 219-unit multifamily, mixed income housing development in downtown Fort Worth (FWHFC-2019-03).
FWHFC made a number of attempts to develop affordable housing on the property; however, since no CDBG eligible project was ever developed,
federal regulations required FWHFC to sell the property for fair market value since Community Development Block Grant (CDBG) funds were used
for its acquisition. The sale closed on February 26, 2020, and the proceeds from the sale, $2,852,000.00, were transferred back to the City from
the FWHFC, as required by CDBG regulations. The Department of Housing and Urban Development (HUD) permitted the City to retain and
reallocate the full amount of the proceeds, which is considered CDBG program income. CDBG regulations require that the City use CDBG
program income for other CDBG-eligible projects.
The Salvation Army, A Georgia Corporation (The Salvation Army), has requested $754,302.80 in CDBG funds, in the form of a forgivable loan, for
the rehabilitation of the Mabee Center located at 1855 East Lancaster Avenue. The Salvation Army provides emergency sheiter to more than 500
Fort Worth families each year and is the primary shelter for homeless families. In 2017, The Salvation Army temporarily converted the single
woman and men's shelter to provide a shelter for families and children, but this space requires renovations to accommodate the differences
between sheitering single persons and families. The Salvation Army has a men's residential program on campus, and any work resuiting from this
Project will not reduce or change the number of shelter beds for single men. The scope of work includes the renovation of the existing shelter to
create two dormitory-style family shelters, restrooms to accommodate families, safe building entrance and check-in area, three separate family
rooms, an ADA family room as well as other 15t floor common areas that are utilized by families. The CDBG funds will be used for design, soft
costs and construction associated with the completion of the project.
Staff recommends the following loan terms:
i. Contract term of one year commencing on the date of execution with the option for two one-year extensions;
ii. Payment of the CDBG funds and performance of the CDBG requirements will be secured by a Deed of Trust and other loan documents;
iii. No interest will be charged on the loan unless The Salvation Army defaults under the terms of the contract;
iv. Loan term to commence on the date of execution of loan documents and end at the termination of the five year Performance Period;
v. PerFormance Period shall begin upon issuance of a Certificate of Occupancy for use of the rehabilitated portion of the shelter; and
vi. Loan will be deferred and forgiven at the end of the five-year Performance Period if all CDBG requirements and terms and conditions of the
contract have been met.
Staff recommends that City Council approve amendments to the City's 2019-2020 Action Plan, and authorize the expenditure of $754,302.80 in
CDBG funds for the proposed rehabilitation of the Mabee Center. A public comment period was held from November 16, 2020 to December 16,
2020. No comments were received.
The Action Plan funding years selected may vary and be substituted based on the principle of First In, First Out (FIFO) in order to expend oldest
grant funds first. The funds may be used for any CDBG-eligible costs related to this project on behalf of homeless populations.
The renovations funded through this loan will help provide shelter to homeless families in the City which is vital for protecting their health and safety
and connecting them to critical resources that can help them exit homelessness. The City's contract and loan documents will ensure that that public
purpose will be carried out.
The project is located in COUNCIL DISTRICT 8.
FISCAL INFORMATION / CERTIFICATION:
The Director of Finance certifies that funds are available in the current operating budget, as previously appropriated, in the Grants Operating
Federal Fund to support the approval of the above recommendations and amendment to the contract. Prior to any expenditure being incurred,
the Neighborhood Services Department has the responsibility to validate the availability of funds.
Submitted for Ci� Manager's Office bk Fernando Costa 6122
Originating Business Unit Head: VictorTurner 8187
Additional Information Contact: Chad LaRoque 2661
Leticia Rodriguez 7319