HomeMy WebLinkAboutContract 56620HOPWA DEVELOPER REHABILITATION CONTRACT Rev. 04/04/2022
Tarrant County Samaritan Housing, Inc. Page 1
STATE OF TEXAS §
§
COUNTY OF TARRANT §
This contract (“Contract”) is made and entered into by and between the City of Fort Worth
(hereafter “City”) and Tarrant County Samaritan Housing, Inc. (hereafter “Developer”), a Texas
non-profit corporation. City and Developer may be referred to individually as a “Party” and
jointly as the “Parties”.
The Parties state as follows:
WHEREAS, City has received a grant from the United States Department of Housing and
Urban Development through the Housing Opportunities for Persons with AIDS Program
(“HOPWA”), Program No. TX-H-16-F002, Catalog of Federal Domestic Assistance No. 14.241,
with which City desires to promote activities that expand the supply of affordable housing and the
development of partnerships among City, local governments, local lenders, private industry and
neighborhood-based nonprofit housing organizations;
WHEREAS, the primary purpose of HOPWA pursuant to the AIDS Housing Opportunity
Act, as amended, 42 U.S.C. 131 et seq. and its accompanying regulations, 24 CFR Part 574 et seq.,
is to benefit low and moderate income individuals and families with HIV/AIDS by providing them
with affordable housing;
WHEREAS, Developer is the primary provider of housing to persons with HIV/AIDS in
the City and proposes to use HOPWA funds for an eligible project under the HOPWA Regulations,
whereby Developer will rehabilitate its 60-unit single room occupancy rental facility which it has
operated since 1996;
WHEREAS, in 2004, Developer became a Community Housing Development
Organization (“CHDO”) and was awarded $25,000.00 of the City’s HOME CHDO set-aside funds
to support the rehabilitation of its single room occupancy rental facility (M&C C-20411, City
Secretary Contract No. 31335). In 2005, Developer was awarded approximately $7,000,000.00 of
low income housing tax credits by the Texas Department of Housing and Community Affairs for
the rehabilitation of the single room occupancy facility and construction of new buildings with
one-, two- and three-bedroom residential units along with administrative offices and parking;
WHEREAS, the Project Owner of the tax credit project, which includes all of the various
buildings and improvements housing Developer’s operations, is Hemphill Samaritan, L.P., a Texas
limited partnership. Developer is the sole member of the general partner of Hemphill Samaritan,
L.P. Samaritan Housing Property, Inc., a Texas non-profit corporation and an affiliate of
Developer, is the owner of the lot on which the single room occupancy facility is situated. It has
leased the lot to Developer which in turn has subleased the lot, as sublandlord, to Hemphill
Samaritan, L.P. as subtenant.
WHEREAS, in 2016 the Developer was awarded $341,946.22 in HOPWA funds for the
exterior rehabilitation of the single room occupancy facility, construction of a storage room, and
CSC No. 56620
HOPWA DEVELOPER REHABILITATION CONTRACT Rev. 04/04/2022
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installation of new windows, mechanical equipment, and upgrades to lighting and security
features;
WHEREAS, City citizens and the City Council have determined that the development of
quality, accessible, affordable housing is needed for moderate, low, and very low-income City
citizens.
WHEREAS, City citizens and the City Council have determined that the interior
rehabilitation of the housing units in the single room occupancy facility creates a safe and
welcoming space to residents coming out of homelessness and living with the HIV/AIDS; and
WHEREAS, the Developer proposes to use $249,000.00 in HOPWA funds to rehabilitate
the interior of the 60-unit single room occupancy rental facility to include new flooring, bathrooms,
and other improvements;
NOW, THEREFORE, in consideration of the mutual covenants and obligations and
responsibilities contained herein, including all Exhibits and Attachments, and subject to the terms
and conditions hereinafter stated, the Parties understand and agree as follows:
1. INCORPORATION OF RECITALS.
City and Developer hereby agree that the recitals set forth above are true and correct and
form the basis upon which the Parties have entered into this Contract.
2. DEFINITIONS.
In addition to terms defined in the body of this Contract, the following terms shall have the
definitions ascribed to them as follows:
Act means the AIDS Housing Opportunity Act, as amended, 42 U.S.C. 131 et seq. and its
accompanying regulations, 24 CFR Part 574 et seq.
Affordable Rent means a rent amount that is fair and reasonable for the market, as determined by
the City.
Area Median Income or AMI means the median family income for the Fort Worth-Arlington
metropolitan statistical area as set annually by HUD.
Business Diversity Enterprise Ordinance or BDE means the City’s Business Diversity
Ordinance, Ordinance No. 20020-12-2011, as may be amended from time to time.
Complete Documentation means the following documentation as applicable:
1. Attachment I, with supporting documentation as follows:
a. Proof of expense: invoices, leases, service contracts or other documentation
showing the nature of the cost and that payment is due by Developer.
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b. Proof of payment: cancelled checks, bank statements, conditional and
unconditional lien releases, as appropriate, or wire transfers necessary to
demonstrate that amounts due by Developer were actually paid by Developer.
2. Other documentation: (i) complete packet of all conditional, and unconditional, lien
releases for all draws and including the final lien releases signed by the general contractor
or subcontractors, if applicable; (ii) copies of all City permits and City-issued “pass”
inspections for such work; (iii) documentation to show compliance with BDE or DBE
bidding process for procurement or Contract activities, if applicable; (iv) proof of
contractor, subcontractor and vendor eligibility as described in Section 6.6; and (v) any
other documents or records reasonably necessary to verify costs spent for the project.
3. Complete Documentation shall meet the standards described in Exhibit “J” – Standards
for Complete Documentation.
Completion means the substantial completion of the Required Improvements as evidenced by a
Neighborhood Services Department Minimal Acceptable Standard Inspection report, HUD
Compliance Inspection Report and any other applicable final inspection approval from the City
showing that the Required Improvements have met City, HOPWA and applicable HUD standards.
Completion Deadline means December 31, 2022.
Consent Agreement means the Consent and Estoppel Certificate dated on or about the date
hereof from the City for the benefit of JPMorgan Chase Bank, N.A., the Project Owner’s
construction and permanent financing lender, providing for certain agreements and certifications
from the City as set forth therein.
DBE means disadvantaged business enterprise in accordance with 49 CFR Part 26.
Deed of Trust means any deed of trust from Developer in favor of City covering the Property and
securing the indebtedness evidenced therein and Developer’s performance of the requirements of
this Contract and the HOPWA Regulations, as the same may be extended, amended, restated,
supplemented or otherwise modified. The form of the Deed of Trust is attached as Exhibit “E” –
Loan Documents.
Director means the Director of the City’s Neighborhood Services Department, or their designee.
Effective Date means the date this Contract is fully executed by the Parties as shown by their
respective signatures.
Fort Worth Housing Solutions means the Texas municipal housing authority located in Fort
Worth, Texas.
HOPWA means the Housing Opportunities for Persons with AIDS program.
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HOPWA Eligible Household means a household whose annual income adjusted for family size
does not exceed 80% of AMI using the most current HUD Income Guidelines and Technical
Guidance for Determining Income and Allowances as well as having a diagnosis of HIV/AIDS.
The definition of annual income to determine tenant income eligibility shall be the definition at 24
CFR Part 5.609, as amended from time to time.
HOPWA Funds means the HOPWA grant funds supplied by City to Developer under the terms
of this Contract.
HOPWA Regulations means the federal regulations codified at 24 CFR Part 574 et seq.
HOPWA Requirements means (i) completion of the Required Improvements located on the
Property, and (ii) ensuring that during the Performance Period, (a) the HOPWA Units are occupied
by HOPWA Eligible Households, (b) Tenant Documentation is collected from all tenants in
compliance with the Contract and the HOPWA Regulations, and (c) onsite supportive services are
provided to all HOPWA Eligible Households, and (iii) Developer meets all of the requirements of
this Contract, the Loan Documents, and the HOPWA Regulations.
HOPWA Unit means a housing unit subject to the HOPWA Regulations leased to a HOPWA
Eligible Household at Affordable Rent for the duration of the Performance Period.
This project contains 60 HOPWA Units, all of which are SRO units.
Housing Tax Credits means the federal housing tax credits allocated by the Texas Department of
Housing and Community Affairs under Section 42(h) of the Internal Revenue Code of 1986, as
amended.
HUD means the United States Department of Housing and Urban Development.
Investor means Investor Member of the Hemphill Samaritan, L.P.
IDIS means Integrated Disbursement Information System, HUD’s project tracking system.
Loan means the HOPWA Funds provided to Developer by City under the terms of this Contract
as more particularly described in the Loan Documents.
Loan Documents means security instruments which Developer or any other party has executed
and delivered to City including without limitation, the City’s Promissory Note and Deed of Trust,
or any other similar security instruments evidencing, securing or guaranteeing City’s interest in
the Required Improvements constructed under this Contract and further evidencing, securing, or
guaranteeing Developer’s performance of the Performance Requirements during the Performance
Period, as the same may from time to time be extended, amended, restated, supplemented or
otherwise modified.
LURA means Land Use Restriction Agreement filed against the Property by TDHCA.
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Neighborhood Services Department means the City’s Neighborhood Services Department.
Performance Period means the period of time that HOPWA Units must be leased to HOPWA
Eligible Households for Affordable Rent.
The Performance Period for this project is 3 years. The Performance Period begins on the
date that the project status is changed to “complete” in IDIS.
Performance Requirements means the HOPWA Units remain occupied by HOPWA Eligible
Households paying Affordable Rent throughout the Performance Period in accordance with the
terms of this Contract and the HOPWA Regulations.
Plans means the plans and specifications related to the Required Improvements prepared by the
Developer’s architect which have been delivered to and then reviewed and approved by City on or
before the Effective Date, and any and all amendments thereto approved by City.
Promissory Note means any note in the amount of the HOPWA Funds executed by Developer
payable to the order of City, as the same may be extended, amended, restated, supplemented or
otherwise modified. The form of the Promissory Note is attached as Exhibit “E” – Loan
Documents.
Property means the lot on which the Required Improvements shall be constructed as more
particularly described in and encumbered by the Deed of Trust.
Required Improvements or the project means the rehabilitation of 60 SRO units located on the
Property, together with all fixtures, tenant improvements and appurtenances now or later to be
located on the Property and/or in such building. The street address of the SRO building is 928 S.
Jennings Avenue, Fort Worth, TX 76104. The SRO building is a part of Developer’s rental
complex and administrative offices commonly known as “Samaritan House”.
Reimbursement Request means all reports and other documentation described in Section 10.
SRO means single room occupancy, the type of rental housing units operated by Developer in
the building.
Section 504 requirements means the requirements of Section 504 of the Rehabilitation Act of
1973 to provide accessible housing to persons with disabilities. Section 504 requires that 5% of
the units (but not less than 3 units) in a newly constructed multifamily project must be accessible
to individuals with mobility impairments, and an additional 2% of the units (but not less than
2 units) must be accessible to individuals with sensory impairments.
TDHCA means the Texas Department of Housing and Community Affairs.
Tenant Documentation means any documentation allowed under the definition of annual income
in 24 CFR Part 5.609 sufficient to show that a tenant is a HOPWA Eligible Household as well as
having at least one household member show proof of diagnosis or HIV/AIDS. Documentation may
include but is not limited to copies of paychecks, Social Security and disability verification letters,
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interest or rental income statements, retirement income statements, child support and alimony
verification, unemployment benefit letters, and the like for initial tenant income eligibility
verifications, and the tenant income verification required every year of the Performance Period.
3. TERM AND EXTENSION.
3.1 Term of Contract.
The term of this Contract commences on the Effective Date and terminates in 1 year unless
earlier terminated as provided in this Contract.
3.2 Extension of Contract.
This Contract may be extended for up to two additional one-year terms upon Developer
submitting a request for an extension in writing at least 60 days prior to the end of the Contract
term. The request for extension shall include the reasons for the extension, and Developer’s
anticipated budget, construction schedule and goals for the extended term. It is specifically
understood that it is within City’s sole discretion whether to approve or deny Developer’s request
for an additional term. Any such extension shall be in the form of an amendment to this Contract.
3.3 Term of Loan.
The term of the Loan shall commence on the date of the Promissory Note and terminates
at the end of the Performance Period, so long as the terms and conditions of this Contract and the
Loan Documents have been met.
4. DUTIES AND RESPONSIBILITIES OF CITY.
4.1 Provide HOPWA Funds.
City shall provide $249,000.00 of HOPWA Funds in the form of the Loan for the
rehabilitation of the Property and the Required Improvements, under the terms and conditions of
this Contract and the Loan Documents.
4.2 City Will Monitor.
City will monitor the activities and performance of Developer and any of its contractors,
subcontractors or vendors throughout the Performance Period, but no less than annually.
5. DUTIES AND RESPONSIBILITIES OF DEVELOPER.
5.1 Construction of Required Improvements.
Developer shall complete the construction of the Required Improvements as described in
Exhibit “A” – Project Summary in accordance with the Plans, the schedule set forth in Exhibit
“C” – Construction and Reimbursement Schedule, and the terms and conditions of this
Contract.
5.1.1 Written Cost Estimates, Construction Contracts and Construction
Documents.
Developer shall submit any construction contracts and construction documents to
City to show the work to be undertaken for the Required Improvements in sufficient detail
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that City can perform all required inspections in accordance with 24 CFR Part 92.251
(a)(2)(iv). City shall review written cost estimates for the construction of the Required
Improvements to determine that such costs are reasonable. In the event City in its
reasonable discretion determines that such costs are unreasonable, Developer shall revise
said costs estimates to City’s satisfaction.
5.2 Use of HOPWA Funds.
5.2.1 Costs in Compliance with HOPWA Regulations and Contract.
Developer shall be reimbursed for eligible project costs with HOPWA Funds only
if City determines in its sole discretion that:
5.2.1.1 Costs are eligible expenditures in accordance with the HOPWA
Regulations.
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
Developer.
5.2.2 Budget.
Developer agrees that the HOPWA Funds will be paid on a reimbursement basis in
accordance with Exhibit “B” - Budget and Exhibit “C” – Construction and
Reimbursement Schedule. Developer may increase or decrease line item amounts in the
HOPWA Funds Budget with the Director’s prior written approval, which approval shall
be in the Director’s sole discretion. Any such increase or decrease in line items in the
Budget shall comply with Section 5.2.1, Exhibit “A – Project Summary, and shall not
increase the total amount of HOPWA Funds.
5.2.3 Change in Budget.
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 HUD regulations governing cost allocation.
5.2.3.2 Developer agrees to utilize the HOPWA Funds to supplement
rather than supplant funds otherwise available for the project.
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5.3 Payment of HOPWA Funds to Developer.
HOPWA Funds will be disbursed to Developer upon City’s approval of Developer’s
Reimbursement Requests, including submission of Complete Documentation to City in
compliance with Section 10. As more particularly described in the HOPWA Funds Budget, City
will hold back $10,000.00 of the HOPWA Funds until City verifies that an adequate number of
HOPWA Units have been leased to HOPWA Eligible Households. It is expressly agreed by the
Parties that any HOPWA Funds not reimbursed to Developer shall remain with City.
5.3.1 City, in its sole discretion, may authorize a certain number of HOPWA
Units to be vacant for a reasonable length of time.
5.4 Identify Project Expenses Paid with HOPWA Funds.
Developer will keep accounts and records in such a manner that City may readily identify
and account for project expenses reimbursed with HOPWA Funds. These records shall be made
available to City for audit purposes and shall be retained as required hereunder.
5.5 Acknowledgement of City Payment of HOPWA Funds.
Within 90 days of Completion, Developer shall sign an acknowledgement that City has
paid all HOPWA Funds due under this Contract, or shall deliver a document executed by an officer
of Developer identifying with specificity all or any portion of the HOPWA Funds that City has not
paid to Developer. After receipt of said document, City shall determine if City has any further
obligation under the terms herein to pay Developer any more HOPWA Funds. Developer and City
agree to work together in good faith to determine if any further HOPWA Funds are due to
Developer, but City in its sole discretion shall make the final determination as to whether any such
HOPWA Funds are still due after consideration of Developer’s performance of its obligations
under this Contract Once City has met all of its obligations for payment of HOPWA Funds
hereunder, an officer of Developer shall sign an acknowledgement of same.
5.6. Security for City’s Interest and Developer’s Performance.
To secure City’s interest in the Required Improvements and the performance of
Developer’s obligations hereunder, Developer shall execute the Loan Documents and record the
Deed of Trust encumbering the Property. No HOPWA Funds will be paid or reimbursed until the
Deed of Trust is recorded.
5.6.1 Loan Terms and Conditions.
Developer will be required to:
5.6.1.1 Execute and deliver the Promissory Note and Deed of Trust
along with any other Loan Documents required by City.
5.6.1.2 Provide City with a Mortgagee’s Policy of title insurance in the
amount of the Loan.
5.6.1.3 Pay all costs associated with closing the Loan.
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5.6.1.4 Provide City with an estimated settlement statement from the
title company at least 3 business days before closing.
5.6.1.5 Ensure City’s lien is subordinate only to the senior indebtedness
described in the Consent Agreement and to the Declaration of
Restrictive Covenant described in Section 5.6.2. City must
approve in writing any secured financing for the project that is
to be subordinate to the Loan.
5.6.1.6 The term of the Loan shall be as specified in Section 3.3.
5.6.1.7 There shall be no interest charged on the Loan, so long as the
Performance Requirements are met.
5.6.1.8 INTENTIONALLY DELETED
5.6.1.9 Early repayment of the Loan shall not relieve Developer of its
obligations under this Contract or the HOPWA Regulations
including but not limited to the Performance Requirements and
other HOPWA requirements. The Deed of Trust shall secure
both repayment of the HOPWA Funds and performance by
Developer of its obligations under this Contract during the
Performance Period.
5.6.1.10 Except for permanent loan conversion with Developer’s
permanent lender, refinancing by Developer, or any subordinate
financing other than that approved herein or otherwise by City,
shall require the review and prior written approval of City for
the purpose of ensuring compliance with the underwriting and
other applicable requirements of the HOPWA Regulations,
which approval shall not be unreasonably withheld, conditioned
or delayed.
5.6.1.11 Default under the LURA, the Developer’s permanent loan, the
City’s HOME loan, or the terms of the Declaration of Restrictive
Covenant shall be considered a default of the Loan.
5.6.1.12 Failure by Developer to comply with this Section 5.6.1 will
be an event of default under this Contract and the Loan
Documents.
5.6.1.13 The Parties acknowledge (i) that the project is part of a prior tax
credit project and is subject to all TDHCA requirements for tax
credit projects including the LURA, and the permanent loan or
loans for the project executed by Hemphill Samaritan, L.P.; (ii)
that the Property is subject to a deed of trust from Developer to
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the City securing a note for $25,000.00 of HOME funds, which
deed of trust is subordinate to the permanent loan or loans for
the tax credit project; and (iii) that the Property is subject to the
terms, provisions and conditions of a ground lease between
Developer and Samaritan Housing Property, Inc. and the terms
of a sublease between Developer as sublandlord and Hemphill
Samaritan, LP as subtenant. Developer acknowledges that it is
responsible for any notification of the Loan to the parties listed
herein (or others as the case may be) required by the tax credit
documents, the permanent loan or loans documents or any other
financing secured by liens on the Property including guarantees
connected with any financing of the tax credit project.
Developer agrees to notify City in writing of any event of default
or claim under any of the tax credit documents, the permanent
loan documents, the LURA or any other financing documents
for the tax credit project.
5.6.2 Declaration of Restrictive Covenant.
The project is a rehabilitation which involves costs that are less than or equal to
75% of the value of the SRO building after rehabilitation and are considered a “non-
substantial rehabilitation” under the HOPWA Regulations. There is a 3-year minimum
use requirement for a non-substantial level of rehabilitation and HUD requires that a
Declaration of Restrictive Covenant be recorded against the Property to run for the 3-year
minimum use period. The form of the Declaration of Restrictive Covenant is attached as
Exhibit “E-1” – Declaration of Restrictive Covenant. The Restrictive Covenant shall be
recorded at the same time as the Deed of Trust and shall run concurrently with the term of
the Deed of Trust.
5.7 Maintain Performance Requirements.
Developer shall ensure that the HOPWA Units shall be occupied by HOPWA Eligible
Households throughout the Performance Period as required by the HOPWA Regulations.
Developer must notify the City in writing within 30 days of either of the following occurrences:
(i) a HOPWA Unit is occupied by a tenant who is not a HOPWA Eligible Household, or (ii) a
HOPWA Unit remains vacant for more than 90 days. In the event that a HOPWA Unit is occupied
by a tenant who is not a HOPWA Eligible Household, Developer shall identify another HOPWA
Eligible Household at lease renewal. In the event that HOPWA Unit is vacant for more than 90
days, Developer must submit a marketing plan explaining Developer’s plan to lease the vacant unit
as quickly as is feasible. If either (i) or (ii) takes place and is not cured within the time limits
described in this Section, then Developer shall pay to City 10% of the Loan amount as
liquidated damages. The Parties agree that City’s actual damages in the event of either (i)
or (ii) happening and remaining uncured are uncertain and would be difficult to ascertain
and may include a finding by HUD, a repayment of funds to HUD by City or otherwise
impact the City’s HOPWA grant or other federal grant funds. Therefore, the Parties agree
that payment under this Section of 10% of the Loan amount by Developer to City is
liquidated damages and not a penalty.
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5.8 Affordability Requirements Survive Transfer.
The HOPWA Units must remain affordable without regard to the term of any mortgage or
transfer of ownership, pursuant to the terms of the Loan Documents, any deed restrictions or other
mechanism provided by HUD. Any sale or transfer of the project during the Performance Period,
excluding a transfer due to condemnation or to obtain utility services, may at City’s sole discretion
require the repayment of the HOPWA Funds unless the new owner or transferee affirmatively
assumes in writing the obligations established hereunder for the HOPWA Units for whatever time
remains of the Performance Period. Failure of the new owner or transferee to promptly assume all
of Developer’s obligations under this Contract and the Loan Documents will result in immediate
termination of this Contract and any HOPWA Funds already paid to Developer must be repaid to
City within 30 days of such termination. In addition, City may pursue any of its remedies under
the Loan documents if the new owner or transferee fails to assume Developer’s obligations to
maintain the Performance Requirements throughout the Performance Period.
6. CONSTRUCTION.
6.1. Construction Schedule.
Developer will construct the Required Improvements in accordance with the schedule set
forth in the attached Exhibit “C” – Construction and Reimbursement Schedule. Developer shall
not begin construction until City sends a Notice to Proceed. Developer’s failure to meet the
Construction Schedule or the Completion Deadline shall be an event of default. Subject to
Section 14.19, Developer may not change the Construction Schedule without the Director’s prior
written approval, which approval shall be in the Director’s reasonable discretion.
6.1.1 Written Cost Estimates, Construction Contracts and Construction
Documents.
Developer shall furnish City with the written cost estimates, construction
contracts and construction documents (collectively, the “Construction Documents”) all
of which shall describe the construction of the Required Improvements in sufficient detail
so that City can perform inspections. City shall review and approve written cost estimates
and determine that costs are reasonable prior to the commencement of construction.
6.1.2 Construction Inspections.
City will conduct progress and final inspections of construction of the project to
ensure that the work is done in accordance with the applicable building codes and the
Construction Documents. The construction of the project must pass a Neighborhood
Services Department Minimal Acceptable Standard Inspection report, a HUD Compliance
Inspection Report and any other applicable HUD-required inspections during the
construction period, along with any applicable final inspection approval from the City
building inspectors at the completion of the construction of the project.
6.2 Applicable Laws, Building Codes and Ordinances.
The Plans and construction for the Required Improvements shall (i) conform to all applicable
federal, state, City and other local laws, ordinances, codes, rules and regulations, including the
HOPWA Regulations; (ii) meet all City building codes; (iii) meet the Energy Conservation
requirements as required by the State of Texas in Chapter 11 of the International Residential
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Code; (iv) if new construction, must conform to the Model Energy Code published by the
Council of American Building Officials; and (v) must pass a HUD Compliance Inspection
Report and inspection by City’s Neighborhood Services Department inspectors.
6.3 Property Standards During Construction.
Developer shall comply with the following as applicable during the construction of the
Required Improvements: (i) the Property Standards in 24 CFR Part 92.251(a), (ii) any applicable
accessibility standards, and (iii) any City property standards.
6.4 Lead-Based Paint Requirements.
Developer will comply with any applicable federal lead-based paint requirements including
lead screening in buildings built prior to 1978 in accordance with 24 CFR Part 92.355 and 24 CFR
Part 35, subparts A, B, J, K, M, and R, and the Lead: Renovation, Repair and Painting Program
Final Rule, 40 CFR Part 745, in the construction and/or rehabilitation of the Required
Improvements.
6.5 Approval of Plans and Specifications by City Not Release of Responsibility.
Approval of the Plans by City shall not constitute or be deemed (i) to be a release of the
responsibility or liability of Developer or any of its contractors or subcontractors, or their
respective officers, agents, employees and lower tier subcontractors, for the accuracy or the
competency of the Plans or the Construction Documents, including, but not limited to, any related
investigations, surveys, designs, working drawings and specifications or other documents; or (ii)
an assumption of any responsibility or liability by City for any negligent act, error or omission in
the conduct or preparation of any investigation, surveys, designs, working drawings and
specifications or other documents by Developer or any of its architects, contractors or
subcontractors, and their respective officers, agents, employees and lower tier subcontractors.
6.6 Contractor, Subcontractor and Vendor Requirements.
Developer will use commercially reasonable efforts to ensure that all contractors or
vendors utilized by Developer or subcontractors utilized by Developer’s general contractor are
appropriately licensed and such licenses are maintained throughout the construction of the
Required Improvements and the operation of the project when applicable. Developer shall ensure
that all contractors utilized by Developer, subcontractors utilized by Developer’s general
contractor in the construction of the Required Improvements, or vendors utilized by Developer in
the operation of the project are not debarred or suspended from performing the contractor’s,
subcontractor’s or vendor’s work by the City, the State of Texas, or the Federal government. For
purposes of this Contract, the term “vendors” does not include suppliers or materialmen.
Developer acknowledges that 2 CFR Part 200 forbids Developer from hiring or continuing
to employ any contractor, subcontractor or vendor that is listed on the Federal System for
Award Management, www.sam.gov (“SAM”). Developer must confirm by search of SAM that
all contractors, subcontractors or vendors are not listed by SAM as being debarred, both prior to
hiring and prior to submitting a Reimbursement Request which includes invoices from any such
contractor, subcontractor, or vendor. Failure to submit such proofs 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
immediately cause such contractor, subcontractor or vendor to immediately stop work on the
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project and Developer shall not be reimbursed for any work performed by such contractor,
subcontractor or vendor. However, this Section should not be construed to be an assumption of
any responsibility or liability by City for the determination of the legitimacy, quality, ability, or
good standing of any contractor, subcontractor or vendor. Developer acknowledges that the
provisions of this Section pertaining to the SAM shall 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” or marked-up plans for the project
at completion of construction after all final approvals have been obtained.
7. TENANT AND LEASE REQUIRMENTS; PROPERTY STANDARDS DURING
PERFORMANCE PERIOD.
7.1 Income Eligibility.
Developer must use the definition of annual income used by 24 CFR 5.609 to establish
tenant income eligibility. Developer shall use the most current HUD Income Guidelines.
Developer shall maintain Tenant Documentation sufficient to show that the HOPWA Units are
occupied by HOPWA Eligible Households. This Section shall survive the earlier termination
or expiration of this Contract and be applicable for the length of the Performance Period.
7.2 Eligibility Verification.
7.2.1 Developer must verify that all tenants of HOPWA Units are HOPWA
Eligible Households with full Tenant Documentation at the time the initial lease for a
HOPWA Unit is executed. Tenants must certify the number of people in tenant’s household
along with such person’s names and ages. Developer shall obtain financial information
on all members of a tenant’s household.
7.2.2 Developer must verify the income of the tenants of the HOPWA Units
annually after the initial lease is executed. Notwithstanding the foregoing, Developer
must verify the income eligibility of all HOPWA Eligible Households with full Tenant
Documentation every year of the Performance Period.
7.2.3 Developer must maintain copies of Tenant Documentation as required
under this Contract.
7.2.4 City will review Tenant Documentation during the Performance Period as
part of its monitoring.
7.2.5 Developer must submit a signed, dated statement that Developer’s file on
the HOPWA Eligible Household contains documentation of the tenant’s diagnosis of
HIV/AIDS. The HIV/AIDS diagnosis must be made by a licensed health care provider; a
tenant’s self-certification of diagnosis is not sufficient. Developer should not submit the
actual diagnosis to City.
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7.3 Tenant Lease.
7.3.1 Developer shall submit to City the form of its tenant lease prior to leasing
any HOPWA Unit. Such lease shall comply with the provisions of 24 CFR Part 92.253
regarding the following issues:
7.3.1.1 Length of lease term shall not exceed 2 years and may not be
shorter than 1 year for the initial lease term. If the lease is
renewed, tenant and landlord may agree to a longer or shorter
term.
7.3.1.2 Lease may not include agreement by tenant to allow landlord to
take, hold or sell tenant’s personal property without notice and a
court decision on the rights of the parties.
7.3.1.3 Lease may not include agreement by the tenant to excuse owner
or owner’s agents from responsibility for any action or failure to
act, whether intentional or negligent acts.
7.3.1.4 Lease may not authorize landlord to institute a lawsuit without
notice to the tenant.
7.3.1.5 Lease may not include agreement by tenant to waive a jury trial
or right of appeal.
7.3.1.6 Lease may not include an agreement by tenant to pay legal costs
of court proceeding even if the tenant prevails in those
proceedings regardless of outcome.
7.3.1.7 Lease may not include an agreement by the tenant to be sued, to
admit guilt or to a judgment in favor of the owner in a lawsuit
brought in connection with the lease.
7.3.1.8 Lease may not include an agreement by the tenant that the owner
may evict the tenant or household members without instituting
civil court proceedings in which the tenant has the opportunity
to present a defense, or before a court decision on the rights of
the parties.
7.3.1.9 Lease may not include an agreement by the tenant to waive the
tenant’s right to appeal or otherwise challenge in court a court
decision in connection with the lease.
7.3.1.10 Lease may not include an agreement by the tenant to accept
supportive services that are offered.
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7.3.2 Termination of Tenancy of HOPWA Units.
Developer may not terminate the tenancy of a HOPWA Eligible Household in a
HOPWA Unit except for serious or repeated violation of the terms and conditions of the
lease; for violation of applicable federal, state or local laws; or for other good cause. Good
cause does not include an increase in the income of the HOPWA Eligible Household. To
terminate or refuse to renew the tenancy, Developer must serve written notice upon the
tenant specifying the grounds for the action at least 30 days before the termination of
tenancy.
7.3.3 Revised Lease Forms.
Developer shall provide City copies of revised lease forms within 30 days of any
change to its lease form. All changes to Developer’s lease form shall comply with the
requirement of Section 7.3.1.
7.4 Tenant Household Characteristics.
7.4.1 Developer shall provide City with the information about the household
characteristics of the first tenant renting a HOPWA Unit on Exhibit “G” – Project
Compliance Report: Rental Housing.
7.4.2 At City’s request, Developer shall provide demographic information on all
tenants in the project in order to show compliance with Section 7.7 during the Performance
Period.
7.5 Tenant Rent.
7.5.1 Rents charged to tenants of the HOPWA Units must meet fair market rent
and rent reasonableness standards as promulgated by HUD and are subject to review and
approval by City at initial lease up and prior to any rent increases. Developer agrees to
abide by City’s determination of fair market rent and rent reasonableness.
7.5.2 City shall review the rents for compliance and approve or disapprove them
every year.
7.5.3 Any increase in rents for the HOPWA Units is subject to the provisions of
any outstanding leases for said units. Developer shall provide tenants of the HOPWA Units
with not less than 30 days prior written notice before implementing any increase in rents.
7.6 Tenant Selection.
Within 90 days of the Effective Date, Developer must submit to City for City’s approval
Developer’s tenant selection policy and criteria that address the following:
7.6.1 The tenant selection policy must be consistent with the purpose of providing
housing for very low and low income persons.
7.6.2 The tenant selection policy must provide for:
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7.6.2.1 Selection of tenants from a written waiting list in the
chronological order of their application, insofar as is practicable;
7.6.2.2 Prompt written notification to any rejected applicant of the
grounds for such rejection; and
7.6.2.3 Bi-lingual leasing and management assistance.
7.6.3 Holders of rental assistance subsidies (such as HUD’s Housing Choice
Voucher or similar subsidy) must not be excluded from renting a unit in the project.
7.6.4 The tenant selection policy must address non-discrimination and affirmative
marketing as discussed in Section 7.7.
7.6.5 Developer must market Accessible Units in the following order:
7.6.5.1 Within the project to persons requiring an accessible unit.
7.6.5.2 To persons on the waiting list requiring an accessible unit.
7.6.5.3 To the general community for persons requiring accessible
unit.
7.6.5.4 To persons that do not require an accessible unit.
7.6.6 The tenant selection policy must (i) address the lease requirements
described in Section 7.3, (ii) address managing HOPWA Unit requirements, and (iii) must
comply with state and local tenant/landlord laws.
7.7 Affirmative Marketing.
Developer must adopt and implement affirmative marketing procedures in substantial
compliance with the requirements of 24 CFR 92.351. The procedures and requirements must
include methods for informing the public, owners and potential tenants about fair housing laws
and policies so as to ensure that all individuals are given an equal opportunity to participate in the
project without regard to sex, age, race, color, creed, nationality, national origin, religion, handicap
status, disability, familial status, sexual orientation, gender identity, gender expression or
transgender. The procedures shall include methods to be used by Developer to inform and solicit
applications for tenancy from person in the housing market area who are not likely to apply for the
housing without special outreach (e.g., through the use of community organizations, places of
worship, employment centers, fair housing groups, or housing counseling agencies). The
procedures and requirements must designate an individual who will be responsible for marketing
the project and must establish a clear application screening plan. Developer’s affirmative
marketing procedures must be submitted to City for approval prior to implementation; provided
however, City shall have no responsibility for affirmative marketing of the project.
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7.7.1 Developer shall keep records describing actions taken to affirmatively
market the HOPWA Units and the project sufficient to enable City to assess the results of
the affirmative marketing.
7.8 Property Inspections During Construction and Performance Period .
City shall inspect the project during the construction period for the rehabilitation of the
Required Improvements. Thereafter, City will inspect the HOPWA Units and common areas of
the project annually.
7.9 Project Maintenance and Inspections During Performance Period.
Developer shall ensure that the project is maintained in accordance with all applicable
HUD property standards for the duration of the Performance Period, which at a minimum shall be
those property standards required in 24 CFR Part 92. City will verify maintenance of the project
to these standards through on-site inspections every year.
7.10 Violence Against Women Act Requirements.
7.10.1 As Applicable, Developer shall comply with the Violence Against Women
Act (“VAWA”) and shall ensure that its property manager shall, at the time of application
for a unit in the project, provide all potential tenants receiving rental assistance with a
Notice of Occupancy Rights under the Violence Against Women Act in substantially the
same form as the form attached and incorporated as Exhibit “M” – VAWA Forms in
compliance with VAWA and 24 CFR Part 92.359 of the HOME Regulations.
7.10.2 Developer agrees that no applicant for a unit in the project may be denied
on the basis or as a direct result of the fact that they are or have been a victim of domestic
violence, dating violence, sexual assault, or stalking, as long as they would otherwise
qualify for the unit.
7.10.3 Developer shall be responsible for reviewing VAWA and any applicable
regulations and shall respond to all emergency transfer requests in accordance with the
requirements of those provisions. Developer may request that all tenants requesting an
emergency transfer under VAWA fill out the form attached and incorporated in Exhibit
“M” – VAWA Forms or its own form that is substantially the same.
8. ADDITIONAL HOPWA REQUIREMENTS.
Developer agrees to comply with all requirements of the HOPWA Program as stated in the
HOPWA Regulations, including, but not limited to the following:
8.1 Environmental Review.
HOPWA Funds will not be paid and costs cannot be incurred until City has conducted and
completed an environmental review and completed an Environmental Review Record as required
by 24 CFR Part 58. The environmental review may result in a decision to proceed with, modify,
or cancel the project. Further, Developer will not undertake or commit any funds to physical or
choice limiting actions, including if applicable, property acquisition, demolition, movement,
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rehabilitation, conversion, repair or construction prior to the environmental clearance. Any
violation of this Section may result in the following, as determined by the City: (i) cause this
Contract to terminate immediately; (ii) require Developer to repay to City any HOPWA
Funds received and forfeit any future payments of HOPWA Funds; and (iii) Developer must
pay 10% of the HOPWA Funds to City as liquidated damages. The Parties agree that City’s
actual damages in the event of Developer violating this Section are uncertain and would be
difficult to ascertain and may include a finding by HUD, a repayment of funds to HUD by
City or otherwise impact the City’s HOPWA grant or other Federal grant funds. Therefore,
the Parties agree that payment of 10% of the Loan amount by Developer to City under this
Section is liquidated damages and not a penalty.
8.1.1 Mitigation.
Developer must take the mitigation actions outlined in Exhibit “A-2” –
Environmental Mitigation Actions. Failure to complete the required mitigation action
is an event of default under this Contract.
8.2 Contract Not Constituting Commitment of Funds.
Notwithstanding any provision of this Contract, the Parties agree and acknowledge that
this Contract does not constitute a commitment of HOPWA Funds, and that such commitment or
approval may occur only upon satisfactory completion of environmental review and receipt by
City of an authorization to use grant funds from HUD under 24 CFR Part 58.
8.3. Monitoring.
8.3.1 Developer understands and agrees that it will be subject to monitoring by
City for compliance with the HOPWA Regulations, the terms of this Contract and the Loan
Documents during the Performance Period. Developer will provide reports and access to
project files as requested by City during the Performance Period and for 5 years after it
ends.
8.3.2 Representatives of City, HUD, HUD Office of the Inspector General, and
the United States Comptroller General shall have access during regular business hours,
upon at least 48 hours prior notice, to Developer’s offices and records and to Developer’s
officers and agents that are related to the use of the HOPWA Funds and the requirements
of the HOPWA Regulations during the Performance Period, and to Developer’s officers,
agents, employees, contractors, subcontractors and vendors for the purpose of such
monitoring
8.3.3 In addition to other provisions of this Contract regarding frequency of
monitoring, City reserves the right to perform desk reviews or on-site monitoring of
Developer’s compliance with the terms and conditions of this Contract and the Loan. After
each monitoring visit, City shall provide Developer with a written report of the monitor’s
findings. If the monitoring report notes deficiencies in Developer’s performance, the report
shall include requirements for the timely correction of said deficiencies by Developer.
Failure by Developer to take the action specified in the monitoring report may be cause for
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suspension or termination of this Contract as provided herein, or City may take all actions
allowed in the Loan Documents.
8.3.4 Developer shall annually provide to City the results of any state or federal
monitoring related to the project including any monitoring by TDHCA. 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 Performance
Period and shall survive the earlier termination or expiration of this Contract.
8.4 Compliance with the Uniform Relocation Act.
If applicable, Developer shall comply with the relocation requirements of 24 CFR Part
92.353 and all other applicable federal and state laws and City ordinances and requirements
pertaining to relocation.
8.5 Compliance with Davis-Bacon Act.
If applicable, Developer and its general contractor and all lower tier subcontractors will
comply with the Davis-Bacon Act as described in Section 14.14 and Exhibit “H” – Federal
Labor Standards Provisions - Davis-Bacon Requirements.
8.6 Developer Procurement Standards.
Developer shall ensure that procurement of materials and services is done in a cost effective
manner. Developer shall comply with all applicable federal, state and local laws, regulations, and
ordinances for making procurements under this Contract. Developer shall establish written
procurement procedures to ensure that materials and services are obtained in a cost effective
manner.
8.7 Cost Principles/Cost Reasonableness.
The eligibility of costs incurred for performance rendered shall be determined in
accordance 2 CFR Part 200.402 through 2 CFR Part 200.405, as applicable, regarding cost
reasonableness and allocability.
8.8 Financial Management Standards.
Developer agrees to adhere to the accounting principles and procedures required in 2 CFR
Part 200, as applicable, utilize adequate internal controls, and maintain necessary supporting and
back-up documentation for all costs incurred in accordance with 2 CFR Part 200.302 and Part
200.303.
8.9 Uniform Administrative Requirements.
Developer will comply with the Uniform Administrative Requirements, Cost Principles,
and Audit Requirements for Federal Awards in 2 CFR Part 200, as applicable, or any reasonably
equivalent procedures and requirements that City may require.
8.10 Compliance with FFATA and Whistleblower Protections.
Developer shall provide City with all necessary information for City to comply with the
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requirements of 2 CFR 300(b), including provisions of the Federal Funding Accountability and
Transparency Act (“FFATA”) governing requirements on executive compensation and provisions
governing whistleblower protections contained in 10 U.S.C. 2409, 41 U.S.C. 4712, 10 U.S.C.
2324, 41 U.S.C. 4304 and 41 U.S.C. 4310.
8.10.1 Developer shall provide City its DUNS number prior to the payment of
any Reimbursement Requests.
8.11 Internal Controls.
In compliance with the requirements of 2 CFR 200.303, Developer shall:
8.11.1 Establish and maintain effective internal control over the HOPWA Funds
that provides reasonable assurance that Developer is managing the HOPWA Funds in
compliance with federal statutes, regulations, and the terms and conditions of this Contract.
These internal controls shall be in compliance with guidance in “Standards for Internal
Control in the Federal Government” issued by the Comptroller General of the United States
or the “Internal Control Integrated Framework” issued by the Committee of Sponsoring
Organizations of the Treadway Commission (“COSO”);
8.11.2 Comply with federal statutes, regulations, and the terms and conditions of
this Contract;
8.11.3 Evaluate and monitor Developer’s compliance with statutes, regulations
and the terms and conditions of this Contract;
8.11.4 Take prompt action when instances of noncompliance are identified
including noncompliance identified in audit findings; and
8.11.5 Take reasonable measures to safeguard protected personally identifiable
information and other information that HUD or City designates as sensitive or Developer
considers sensitive consistent with applicable federal, state, local and tribal laws regarding
privacy and obligations of confidentiality.
8.12 Copyright and Patent Rights.
No reports, maps, or other documents produced in whole or in part under this Contract shall
be the subject of an application for copyright by or on behalf of Developer. HUD and City shall
possess all rights to invention or discovery, as well as rights in data which may arise as a result of
Developer’s performance under this Contract.
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 HOPWA Funds or who perform any work in connection with the project.
Developer shall cause all applicable provisions of this Contract to be included in and made a part
of any contract or subcontract executed in the performance of its obligations hereunder, including
its obligations regarding the Affordability Requirements and the HOPWA Regulations during the
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Performance Period. Developer shall monitor the services and work performed by its contractors,
subcontractors and vendors on a regular basis for compliance with the Performance Requirements,
the HOPWA Regulations and Contract provisions. Developer is responsible to cure all violations
of the HOPWA Regulations committed by its contractors, subcontractors or vendors. City
maintains the right to insist on Developer’s full compliance with the terms of this Contract and the
HOPWA Regulations and Developer is responsible for such compliance regardless of whether
actions to fulfill the requirements of this Contract or the HOPWA Regulations are taken by
Developer or by Developer’s contractors, subcontractors or vendors. Developer acknowledges
that the provisions of this Section shall survive the earlier termination or expiration of this
Contract and be applicable for the length of the Performance Period and for 5 years
thereafter.
8.14 Payment and Performance Bonds.
Subject to the requirements of 2 CFR Part 200, Developer shall furnish City with payment
and performance bonds in a form acceptable to City in the amount of the construction cost for the
project but not less than $249,000.00, which is the total amount of the Loan. At City’s discretion,
other forms of performance assurance may be acceptable so long as they meet the requirements of
the HOPWA Regulations or other applicable federal requirements.
9. RECORD KEEPING, REPORTING AND DOCUMENTATION
REQUIREMENTS, RIGHT TO AUDIT.
9.1 Record Keeping.
Developer shall maintain a record-keeping system as part of its performance of this
Contract and shall promptly provide City with copies of any document City deems necessary for
the effective fulfillment of City’s monitoring and evaluation responsibilities. Specifically,
Developer will keep or cause to be kept an accurate record of all actions taken and all funds spent,
with supporting and back-up documentation as well as all Tenant Documentation. Developer will
maintain all records and documentation related to this Contract for 5 years after the end of the
Performance Period. If any claim, litigation, or audit related to this Contract or the project is
initiated before the expiration of the 5 year period, the relevant records and documentation must
be retained until all such claims, litigation or audits have been resolved.
9.1.2 Access to Records.
City representatives and HUD and any duly authorized officials of the federal
government will have full access to, and the right to examine, audit, excerpt and/or
transcribe any of Developer’s records pertaining to all matters covered by this Contract
throughout the Performance Period and for 5 years thereafter. Such access shall be during
regular business hours upon at least 48 hours prior notice.
9.2 Reports.
Developer will submit to City all reports and documentation described in this Contract in
such form as City may prescribe. Developer may also be required to submit a final performance
and/or final financial report if required by City at the termination of this Contract and/or the
termination of the Loan in such form and within such times as City may prescribe. Failure to
submit any report or documentation to City required by this Contract shall be an event of
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default and City may exercise all of it remedies for default under this Contract and Loan
Documents. City shall not exercise its rights hereunder for default until its gives Developer 30
days’ notice of such failure and Developer has failed to cure such default.
9.2.1 Additional Information.
Developer shall provide City with additional information as may be required by
state or federal agencies to substantiate HOPWA Program activities and/or expenditure
eligibility.
9.3 Change in Reporting Requirements and Forms.
City retains the right to change reporting requirements and forms at its reasonable
discretion. City will notify Developer in writing at least 30 days prior to the effective date of such
change, and the Parties shall execute an amendment to the Contract reflecting such change if
necessary.
9.4 City Reserves the Right to Audit.
City reserves the right to perform an audit of Developer’s project operations and finances
at any time during the term of this Contract and during the Performance Period and for 5 years
thereafter, if City determines that such audit is necessary for City’s compliance with the HOPWA
Regulations or other City policies, and Developer agrees to allow access to all pertinent materials
as described herein. If such audit reveals a questioned practice or expenditure, such questions must
be resolved within 15 business days after notice to Developer of such questioned practice or
expenditure. If questions are not resolved within this period, City reserves the right to withhold
further funding under this and/or other contract(s) with Developer. IF AS A RESULT OF ANY
AUDIT IT IS DETERMINED THAT DEVELOPER HAS FALSIFIED ANY
DOCUMENTATION OR MISUSED, MISAPPLIED OR MISAPPROPRIATED HOPWA
FUNDS OR SPENT HOPWA FUNDS ON ANY INELIGIBLE ACTIVITIES, DEVELOPER
AGREES TO REIMBURSE CITY THE AMOUNT OF SUCH MONIES PLUS THE
AMOUNT OF ANY SANCTIONS, PENALTY OR OTHER CHARGE LEVIED AGAINST
CITY BY HUD BECAUSE OF SUCH ACTIONS.
10. REIMBURSEMENT REQUIREMENTS.
Developer shall provide City with Complete Documentation and the following reports as
shown in Exhibit “F” – Reimbursement Forms with each Reimbursement Request:
10.1 Attachment I – Invoice and Expenditure Worksheet.
This report shall contain the amount requested for reimbursement in the submitted request,
and the cumulative reimbursement requested to date (inclusive of the current request). This report
must be signed by an authorized signatory of Developer. By signing Attachment I, Developer is
certifying that the costs are valid, eligible, and consistent with the terms and conditions of this
Contract, and the data contained in the report is true and correct.
This report shall also itemize each expense requested for reimbursement by Developer. In
order for this report to be complete the following must be submitted:
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10.1.1 Invoices for each expense with an explanation as to how the expense
pertains to the project, if necessary;
10.1.2 Conditional and unconditional lien releases, as appropriate, from Developer
and 1st tier subcontractors; and
10.1.3 Proof that each expense was paid by Developer, which proof can be satisfied
by cancelled checks, wire transfer documentation, paid receipts or other appropriate
banking documentation.
10.2. Deadline for Submitting Reimbursement Requests.
All Reimbursement Requests along with Complete Documentation shall be submitted by
Developer to City within 60 calendar days from each of the deadlines as shown in Exhibit “C” –
Construction and Reimbursement Schedule.
10.2.1 CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT ON
ANY REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 60
DAYS OF THE DEADLINES SHOWN IN EXHIBIT “C” – CONSTRUCTION AND
REIMBURSEMENT SCHEDULE. In addition, Developer’s failure to timely submit
Reimbursement Requests and Complete Documentation along with any required
reports shall be an event of default.
10.2.2 CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT ON
ANY REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 30
CALENDAR DAYS OF THE COMPLETION DEADLINE.
10.2.3 Final Payment.
Developer shall not be reimbursed for Final Payment until it submits the
Complete Documentation and Exhibit “G” – HOPWA Project Compliance Report to
City.
10.3 Withholding Payment.
CITY SHALL WITHHOLD PAYMENT ON ANY REIMBURSEMENT REQUEST
THAT DOES NOT INCLUDE THE REQUIRED COMPLETE DOCUMENTATION.
11. DEFAULT AND TERMINATION.
11.1 Failure to Begin or Complete the Required Improvements
11.1.1 If Developer fails to begin construction within 60 days of the Effective Date,
this Contract shall automatically terminate without further warning or opportunity to cure,
and with no penalty or liability to City.
11.1.2 If City determines that the Required Improvements were not completed by
the Completion Deadline (as may be modified in accordance with Section 14.19) or have
failed to pass any of the inspections described in Section 6.1.1 (or to promptly correct any
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noted deficiency and subsequently pass such inspection), City shall have the right to
terminate this Contract with no penalty or liability to City, with such termination to be
effective immediately upon written notice. City shall also be entitled to demand repayment
of the HOPWA Funds and enforce any of the provisions of Loan documents for default.
11.2 Failure to Submit Complete Documentation During Construction.
11.2.1 If Developer fails to submit all applicable Complete Documentation during
construction of the Required Improvements in accordance with Exhibit “C” –
Construction and Reimbursement Schedule, or if any report or documentation
submitted as part of Complete Documentation is not in compliance with this Contract or
the HOPWA Regulations as determined by City, City will notify Developer in writing and
the Developer will have 15 calendar days from the date of the written notice to submit or
resubmit any such report or documentation. If Developer fails to submit or resubmit any
such report or documentation within such time, City shall have the right to withhold
payments. If such failure continues for an additional 15 days (a total of 30 days) City shall
have the right to terminate this Contract effective immediately upon written notice of
such intent with no penalty or liability to City. Notwithstanding anything to the contrary
herein, City will not be required to pay any HOPWA Funds to Developer during the period
that any such report or documentation is not in compliance with this Contract or the
HOPWA Regulations.
11.2.2 If any of Developer’s Reimbursement Requests are incomplete or otherwise
not in compliance with this Contract or the HOPWA Regulations as determined by City,
City will notify Developer in writing of such default and the Developer will have 15
calendar days from the date of the written notice to resubmit any such Reimbursement
Request to cure the default. If the Developer fails to cure the default within such time,
Developer shall forfeit any payments otherwise due under such Reimbursement Request.
If such failure to resubmit such Reimbursement Request continues for an additional 15
days (a total of 30 days) the City shall have the right to terminate this Contract effective
immediately upon written notice of such intent with no penalty or liability to City.
Notwithstanding anything to the contrary herein, City will not be required to pay any
HOPWA Funds to Developer during the period that any such Reimbursement Request is
not in compliance with this Contract or the HOPWA Regulations.
11.2.3 In the event of more than 2 instances of default, cured or uncured,
under Sections 11.2.1 or 11.2.2 which have a material adverse impact on the project,
City reserves the right at its sole option to terminate this Contract effective
immediately upon written notice of such intent with no penalty or liability to City.
11.2.4 Notwithstanding anything to the contrary herein, City will not be required
to pay any HOPWA Funds to Developer during the period that any Reimbursement
Requests, reports or documentation are past due or are not in compliance with this Contract
or the HOPWA Regulations, or during any period during which Developer is in default of
this Contract.
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11.2.5 In the event of termination under this Section 11.2, all HOPWA Funds
awarded but unpaid to Developer pursuant to this Contract shall be immediately forfeited
and Developer shall have no further right to such funds. Any HOPWA Funds already paid
to Developer must be repaid to City within 30 days of termination under this Section.
Failure to repay such HOPWA Funds will result in City exercising all legal remedies
available to City under this Contract and the Loan Documents. For clarification, the
defaults and related remedies set out in this Section 11.2 are not intended to arise from
mathematical errors or other minor defects in a Reimbursement Request.
11.3 Failure to Submit Required Reports and Documentation During Performance
Period.
If Developer fails to maintain all records and documentation as required in Section 9, or
fails to submit any report or documentation required by this Contract after the Required
Improvements are completed, or if the submitted report or documentation is not in compliance
with this Contract or the HOPWA Regulations as determined by City, City will notify Developer
in writing and the Developer will have 30 calendar days from the date of the written notice to
obtain or recreate the missing records or documentation, or submit or resubmit any such report or
documentation to City. If Developer fails to maintain the required reports or documentation, or
submit or resubmit any such report or documentation within such time, City shall have the right
to terminate this Contract effective immediately upon written notice of such intent with no
penalty or liability to City. In the event of termination under this Section 11.3, any HOPWA
Funds paid to Developer must be repaid to City within 30 days of termination. Failure to
repay such HOPWA Funds will result in City exercising all legal remedies available to City
under this Contract and the Loan Documents.
11.4 In General.
11.4.1 Subject to Sections 11.1, 11.2 and 11.3, and unless specifically provided
otherwise in this Contract, Developer shall be in default if Developer breaches any term or
condition of this Contract. In the event that such a breach remains uncured after 30 calendar
days following written notice by City (or such other notice period as may be specified
herein), or if Developer has diligently and continuously attempted to cure following receipt
of such written notice but reasonably required more than 30 calendar days to cure, as
determined by both Parties mutually and in good faith, City shall have the right to elect, in
City’s sole discretion, to (i) extend Developer’s time to cure, (ii) terminate this Contract
effective immediately upon written notice of such intent to Developer, or (iii) pursue any
other legal remedies available to City.
11.4.2 City’s remedies may include:
11.4.2.1 Direct Developer to prepare and follow a schedule of actions for
carrying out the affected activities, consisting of schedules,
timetables and milestones necessary to implement the affected
activities, including extending the Performance Period.
11.4.2.2 Direct Developer to establish and follow a management plan that
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assigns responsibilities for carrying out the remedial activities.
11.4.2.3 Cancel or revise activities likely to be affected by the
performance deficiency, before expending HOPWA Funds for
the activities.
11.4.2.4 Reprogram HOPWA Funds that have not yet been expended
from affected activities to other eligible activities or withhold
HOPWA Funds.
11.4.2.5 Direct Developer to reimburse City in any amount of HOPWA
Funds not used in accordance with the HOPWA Regulations.
11.4.2.6 Suspend reimbursement of HOPWA Funds for affected
activities.
11.4.2.7 Any other appropriate action including but not limited to any
remedial action legally available such as declaratory judgment,
specific performance, damages, temporary or permanent
injunctions, termination of this Contract or any other contracts
with Developer, and any other available remedies.
11.4.3 In the event of termination under this Section 11.4, all HOPWA Funds
awarded but unpaid to Developer pursuant to this Contract shall be immediately rescinded
and Developer shall have no further right to such funds and any HOPWA Funds already
paid to Developer must be repaid to City within 30 days of termination. Failure to repay
such HOPWA Funds will result in City exercising all legal remedies available to City
under this Contract or the Loan Documents.
11.5 No Funds Disbursed while in Breach.
Developer understands and agrees that no HOPWA Funds will be paid to Developer until
all defaults are cured to City’s satisfaction.
11.6 No Compensation After Date of Termination.
In the event of termination, Developer shall not receive any HOPWA Funds in
compensation for work undertaken after the date of termination.
11.7 Rights of City Not Affected.
Termination shall not affect or terminate any of the existing rights of City against
Developer, or which may thereafter accrue because of such default, and this provision shall be in
addition to any and all other rights and remedies available to City under the law and Loan
Documents including, but not limited to, compelling Developer to complete the Required
Improvements in accordance with the terms of the Contract. Such termination does not terminate
any applicable provisions of this Contract that have been expressly noted as surviving the term or
termination of this Contract. No delay or omission by City in exercising any right or remedy
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available to it under this Contract shall impair any such right or remedy or constitute a waiver or
acquiescence in any Developer default.
11.8 Waiver of Breach Not Waiver of Subsequent Breach.
The waiver of a breach of any term, covenant, or condition of this Contract shall not operate
as a waiver of any subsequent breach of the same or any other term, covenant or condition hereof.
11.9 Civil, Criminal and Administrative Penalties.
Failure to perform all the Contract terms may result in civil, criminal or administrative
penalties, including, but not limited to those set out in this Contract.
11.10 Termination for Cause.
11.10.1 City may terminate this Contract in the event of Developer’s default,
inability, or failure to perform, subject to notice, grace and cure periods. In the event City
terminates this Contract for cause, all HOPWA Funds awarded but unpaid to Developer
pursuant to this Contract shall be immediately rescinded and Developer shall have no
further right to such funds and any HOPWA Funds already paid to Developer must be
repaid to City within 30 calendar days of termination. Failure to repay such HOPWA Funds
will result in City exercising all legal remedies available to City under this Contract or the
Loan Documents. DEVELOPER ACKNOWLEDGES AND AGREES THAT IF CITY
TERMINATES THIS CONTRACT FOR CAUSE, NEITHER DEVELOPER NOR
ANY AFFILIATES OF DEVELOPER SHALL BE CONSIDERED FOR ANY
OTHER CITY CONTRACT FOR HOPWA FUNDS FOR A MINIMUM OF 5
YEARS FROM THE DATE OF TERMINATION. This provision shall not apply to
the Investor.
11.10.2 Developer may terminate this Contract if City does not provide the
HOPWA Funds substantially in accordance with this Contract. In such event, the
termination of the Contract shall have the effect of returning the Parties to their respective
circumstances as existed prior to the execution of this Contract, and no terms or obligations
shall survive the date of termination, including but not limited to, reporting, inspections or
the Performance Period.
11.11 Termination for Convenience.
In terminating in accordance with 2 CFR 200, Appendix II, this Contract may be terminated
in whole or in part only as follows:
11.11.1 By City with the consent of Developer in which case the Parties shall agree
upon the termination conditions, including the effective date and in the case of partial
termination, the portion to be terminated; or
11.11.2 By Developer upon written notification to City setting forth the reasons for
such termination, the effective date, and in the case of partial termination, the portion to be
terminated. In the case of a partial termination, City may terminate the Contract in its
entirety if City determines in its sole discretion that the remaining portion of the Contract
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to be performed or HOPWA Funds to be spent will not accomplish the purposes for which
this Contract was made.
11.11.3 Non-Appropriation 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 for which
appropriations were received without penalty or expense to City of any kind whatsoever,
except as to the portions of the payments herein agreed upon for which funds have been
appropriated.
11.12 Dissolution of Developer Terminates Contract.
In the event Developer is dissolved or ceases to exist, this Contract shall terminate. In the
event of termination under this Section, all HOPWA Funds are subject to repayment and/or City
may exercise all of its remedies under this Contract and the Loan Documents.
11.13 Reversion of Assets.
In the event this Contract is terminated with or without cause, all tangible personal property
owned by Developer that was acquired or improved with the HOPWA Funds shall belong to City
and shall automatically transfer to City or to such assignees as City may designate.
11.14 Notice of Termination under Consent Agreement.
City shall not terminate this Contract or exercise any of its other rights or remedies under this
Contract and/or the Loan Documentswithout first giving notice and opportunity to cure as
required in the Consent Agreement.
11.15 Notice to Investor of Default.
City shall furnish Investor with notice of any default under this Contract at the address
shown below.
12. REPAYMENT OF HOPWA FUNDS.
All HOPWA Funds are subject to repayment in the event the project does not meet the
requirements as set out in this Contract or in the HOPWA Regulations. If Developer takes any
action that results in City being required to repay all or any portion of the HOPWA Funds
to HUD, Developer agrees it will reimburse City for such repayment. If Developer takes any
action that results in City receiving a finding from HUD about the project, whether or not
repayment to HUD is required of City, Developer agrees it will pay City 10% of the HOPWA
Funds as liquidated damages. The Parties agree that City’s damages in the event of either
repayment to HUD being required or receiving a finding from HUD are uncertain and would
be difficult to ascertain and may include an impact on City’s HOPWA grant or other Federal
grant funds, in addition to a finding by HUD or a repayment of funds to HUD by City.
Therefore, the Parties agree that payment under this Section of 10% of the Loan amount by
Developer to City is liquidated damages and not a penalty.
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13. MATERIAL OWNERSHIP CHANGE.
Subject to the terms of the Deed of Trust and transfers in accordance with Developer’s
Limited Partnership Agreement, as may be amended and restated from time to time to admit
Investor Member or other members, or otherwise with City consent, if ownership of Developer
materially changes after the date of this Contract, City may, but is not obligated to, terminate this
Contract. City has 30 days to make such determination after receipt of notice from Developer and
failure to make such determination in that time period will constitute a waiver. In the event of
termination under this Section 13, all HOPWA Funds awarded but not yet paid to Developer
pursuant to this Contract shall be immediately rescinded and Developer shall have no further right
to such funds. Any HOPWA Funds already paid to Developer must be repaid to City within 30
days of termination under this Section.
14. GENERAL PROVISIONS
14.1 Developer an Independent Contractor.
Developer shall operate hereunder as an independent contractor and not as an officer, agent,
servant or employee of City. Developer shall have exclusive control of, and the exclusive right to
control, the details of the work and services performed hereunder, and all persons performing
same, and shall be solely responsible for the acts and omissions of its officers, members, agents,
servants, employees, contractors, subcontractors, vendors, tenants, licensees or invitees.
14.2 Doctrine of Respondeat Superior.
The doctrine of respondeat superior shall not apply as between City and Developer, its
officers, members, agents, servants, employees, contractors, subcontractors, vendors, tenants,
licensees or invitees, and nothing herein shall be construed as creating a partnership or joint
enterprise between City and Developer. City does not have the legal right to control the details of
the tasks performed hereunder by Developer, its officers, members, agents, employees,
contractors, subcontractors, vendors, licensees or invitees.
14.3 Developer Property.
City shall under no circumstances be responsible for any property belonging to Developer,
its officers, members, agents, employees, contractors, subcontractors, vendors, tenants, licensees
or invitees that may be lost, stolen or destroyed or in any way damaged and DEVELOPER
HEREBY INDEMNIFIES AND HOLDS HARMLESS CITY AND ITS OFFICERS,
AGENTS, AND EMPLOYEES FROM ANY AND ALL CLAIMS OR SUITS PERTAINING
TO OR CONNECTED WITH SUCH PROPERTY.
14.4 Religious Organization.
Developer shall comply with all applicable requirements as more particularly described in 24
CFR Part 5.109. No portion of the HOPWA Funds shall be used in support of any sectarian or
religious activity. In addition, there must be no religious or membership criteria for tenants of a
HOPWA-funded property.
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14.4.1. Separation of Explicitly Religious Activities.
Developer retains its independence and may continue to carry out its mission,
including the definition, development practice, and expression of its religious beliefs,
provided that it does not use HOPWA Funds to support or engage in any explicitly religious
activities (including activities that involve overt religious content such as worship,
religious instruction, or proselytization), or in any other manner prohibited by law.
14.4.2 Explicitly Religious Activities.
If Developer engages in explicitly religious activities (including activities that
involve overt religious content such as worship, religious instruction, or proselytization),
the explicitly religious activities must be offered separately, in time or location, from the
programs or activities supported by HOPWA Funds and participation must be voluntary
for HOPWA Eligible Households of a HOPWA-funded service.
14.4.3 Required Notices.
If Developer constitutes a Faith-based organization under 24 CFR Part 5.109,
Developer must provide all HOPWA Eligible Households of a HOPWA-funded service
with the notice attached as EXHIBIT “L”—Notice of Beneficiary Rights. Such notice
shall be provided to the HOPWA Eligible Households prior to enrollment in any HOPWA-
funded program or activity. In addition, if a HOPWA Eligible Household or prospective
HOPWA Eligible Household of a HOPWA-funded service objects to the religious
character of Developer, then Developer must promptly undertake reasonable efforts to
identify and refer the HOPWA Eligible Household or prospective HOPWA Eligible
Household to an alternate provider to which the HOPWA Eligible Household or
prospective HOPWA Eligible Household has no such objection, as more particularly
described in 24 CFR Part 5.109.
14.5 Venue.
Venue for any action, whether real or asserted, at law or in equity, arising out of the
execution, performance, attempted performance or non-performance of this Contract, shall lie in
Tarrant County, Texas.
14.6 Governing Law.
This Contract shall be governed by and construed in accordance with the laws of the State
of Texas. If any action, whether real or asserted, at law or in equity, arises out of the execution,
performance or non-performance of this Contract or on the basis of any provision herein, for any
issue not governed by federal law, the choice of law shall be the laws of the State of Texas.
14.7 Severability.
The provisions of this Contract are severable, and if for any reason a clause, sentence,
paragraph or other part of this Contract shall be determined to be invalid by a court or federal or
state agency, board or commission having jurisdiction over the subject matter thereof, such
invalidity shall not affect other provisions which can be given effect without the invalid provision.
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14.8 Written Agreement Entire Agreement.
This written instrument and the Exhibits, Addendums and Attachments attached hereto,
which are incorporated by reference and made a part of this Contract for all purposes, constitute
the entire agreement by the Parties concerning the work and services to be performed under this
Contract. Any prior or contemporaneous oral or written agreement which purports to vary the
terms of this Contract shall be void. Any amendments to the terms of this Contract must be in
writing and be executed by the Parties.
14.9 Paragraph Headings for Reference Only, No Legal Significance; Number.
The paragraph headings contained herein are for convenience in reference to this Contract
and are not intended to define or to limit the scope of any provision of this Contract. When context
requires, singular nouns and pronouns include the plural and the masculine gender shall be deemed
to include the feminine or neuter and the neuter gender to include the masculine and feminine.
The words “include” and “including” whenever used herein shall be deemed to be followed by the
words “without limitation”.
14.10 Compliance with All Applicable Laws and Regulations.
Developer agrees to comply fully with all applicable laws and regulations that are currently
in effect or that are hereafter amended during the performance of this Contract. These laws include,
but are not limited to:
Housing Opportunities for Persons with AIDS Regulations, as set out above
Title VI of the Civil Rights Act of 1964 (42 U.S.C. Sections 2000d et seq.) including
provisions requiring recipients of federal assistance to ensure meaningful access by
person of limited English proficiency
The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. Sections
3601 et seq.)
Executive Orders 11063, 11246 as amended by 11375 and 12086 and as supplemented
by Department of Labor regulations 41 CFR, Part 60
The Age Discrimination in Employment of 1967
The Age Discrimination Act of 1975 (42 U.S.C. Sections 6101 et seq.)
The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970
(42 U.S.C. Sections 4601 et seq. and 49 CFR Part 24) (“URA”)
Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. Sections 794 et seq.) and 24
CFR Part 8 where applicable
National Environmental Policy Act of 1969, as amended, 42 U.S.C. sections 4321 et
seq. (“NEPA”) and the related authorities listed in 24 CFR Part 58.
The Clean Air Act, as amended, (42 U.S.C. Sections 1251 et seq.) and the Clean Water
Act of 1977, as amended (33 U.S.C. Sections 1251 et seq.), related Executive Order
11738 and Environmental Protection Agency Regulations at 40 CFR Part 15. In no
event shall any amount of the assistance provided under this Contract be utilized with
respect to a facility that has given rise to a conviction under the Clean Air Act or the
Clean Water Act.
Immigration Reform and Control Act of 1986 (8 U.S.C. Sections 1101 et seq.)
specifically including the provisions requiring employer verifications of legal status of
its employees
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The Americans with Disabilities Act of 1990 (42 U.S.C. Sections 12101 et seq.), the
Architectural Barriers Act of 1968 as amended (42 U.S.C. sections 4151 et seq.) and
the Uniform Federal Accessibility Standards, 24 CFR Part 40, Appendix A
Regulations at 24 CFR Part 87 related to lobbying, including the requirement that
certifications and disclosures be obtained from all covered persons
Drug Free Workplace Act of 1988 (41 U.S.C. Sections 701 et seq.) and 24 CFR Part
23, Subpart F
Executive Order 12549 and 24 CFR Part 5.105(c) pertaining to restrictions on
participation by ineligible, debarred or suspended persons or entities
Regulations at 24 CFR Part 882.708(c) pertaining to site and neighborhood standards
for new construction projects
Regulations at 24 CFR Part 983.6 for Site and Neighborhood Standards Review
Section 6002 of the Solid Waste Disposal Act, as amended by the Resource
Conservation and Recovery Act
Guidelines of the Environmental Protection Agency at 40 CFR Part 247
For contracts and subgrants for construction or repair, Copeland “Anti-Kickback” Act
(18 U.S.C. 874) as supplemented in 29 CFR Part 5
For construction contracts in excess of $2,000, and in excess of $2,500 for other
contracts which involve the employment of mechanics or laborers, Sections 103 and
107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327A 300) as
supplemented by 29 CFR Part 5
Lead-Based Paint Poisoning Prevention Act (42 U.S.C. 4801 et seq.), as amended by
the Residential Lead-Based Paint Hazard Reduction Act of 1992 (42 U.S.C. 4851 et
seq.) and implementing regulations at 24 CFR Part 35, subparts A, B, M, and R
Regulations at 24 CFR Part 574, Housing Opportunities for Persons with AIDS
Uniform Administrative Requirements, Cost Principles, and Audit Requirements for
Federal Awards, 2 CFR Part 200 et seq.
Federal Funding Accountability and Transparency Act of 2006, (Pub.L. 109-282, as
amended by Section 6205(a) of Pub.L. 110-252 and Section 3 of Pub.L. 113-101)
Federal Whistleblower Regulations, 10 U.S.C. 2409, 41 U.S.C. 4712, 10 U.S.C. 2324,
41 U.S.C. 4304 and 41 U.S.C. 4310.
Broadband Infrastructure Requirements, 24 CFR Part 5.100 and Section 706 of the
Telecommunications Act of 1996, 47 U.S.C. 1302
Violence Against Women Act of 1994, 42 U.S.C. 13981.
14.11 HUD-Assisted Projects and Employment and other Economic Opportunities;
Section 3 Requirements.
14.11.1 Requirements to be included in Construction Contracts.
As mandated by Section 3 of the Housing and Urban Development Act of 1968 and
its related regulations at 24 CFR Part 75, Developer shall ensure that Project Construction
Contractor shall, to the greatest extent feasible, provide employment opportunities 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.
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14.11.2 Section 3 Definitions.
14.11.2.1 Section 3 Worker means either a) a worker whose income is
below the income established by HUD for Section 3 compliance,
which is 80% of the area median income, or b) a worker that is
employed by a Section 3 Business.
14.11.2.2 Targeted Section 3 Worker means a worker that lives within the
Project Service area and also meets the definition of a Section 3
Worker.
14.11.2.3 Section 3 Business means a business that 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
performed over the last the months by low or moderate income
persons; or c) is at least 51% owned by public housing residents
or residents that currently live in Section 8-assisted housing.
14.11.2.4 Project Service Area means the geographic area within one mile
of the Project Site which includes 5,000 population, or the
geographic area around the Project Site which is large enough to
include 5,000 residents, as represented on Section 3 Project
Service Area Map attached as Exhibit I-1 to this Contract.
14.11.3 Developer Responsibilities for Section 3 Requirements.
City and Developer understand and agree that compliance with the provisions of
Section 3, the regulations set forth in 24 CFR Part 75, and all applicable rules and orders
of HUD shall be a condition of the federal financial assistance provided to the project
binding upon City and Developer, and their respective successors, assigns, contractors and
subcontractors. Failure to fulfill these requirements shall subject Developer and its
contractors and subcontractors and their respective successors and assigns to those
sanctions specified by the grant agreement through which federal assistance is provided
and to such sanctions as are specified by 24 CFR Part 75. Developer’s responsibilities
include:
14.11.3.1 Implementing procedures to notify potential Section 3 Workers
and Section 3 Businesses about training, employment, and
contracting opportunities generated by this Project Contract;
14.11.3.2 Notifying potential contractors working on Section 3 covered
projects of their responsibilities;
14.11.3.3 Facilitating the training and employment of Section 3 Workers
and the award of contracts to Section 3 Businesses;
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14.11.3.4 Assisting and actively cooperating with the Neighborhood
Services Department in making contractors and subcontractors
comply;
14.11.3.5 Documenting actions taken to comply with Section 3; and
14.11.3.6 Submitting Section 3 Reports to the City as further described
below.
14.11.4 Section 3 Reporting Requirements.
In order to comply with the Section 3 requirements, Developer must:
14.11.4.1 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 Project, as requested in
Exhibit “I” – Section 3 Reporting Forms. This information
must be reported through City’s designated Section 3 and Davis-
Bacon reporting software. These reports shall be submitted
monthly, or with each construction draw request.
14.11.4.2 Require the Prime Contractor and all subcontractors to provide
the information required by Exhibit “I” – Section 3 Reporting
Forms via the City’s designated Section 3 reporting software.
14.11.4.3 Submit, via City’s designated Section 3 reporting software, or
on applicable forms as attached to this Contract, certifications
regarding the Section 3 Worker and Targeted Section 3 Worker
status of all nonprofessional workers on the project.
14.11.4.4 Require all subcontractors to complete and submit Section 3
Business Certifications for subsequent submission to the City.
14.11.4.5 Advertise employment opportunities created by the Project to
the 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 each quarterly Section 3 report,
in the form of a printout of the Texas Workforce Commission
posting, a copy of newspaper advertisement, a copy of flyers and
listing of locations where flyers were distributed, and the like.
14.11.4.6 Report to the City within 30 days of award of the Contract to the
Prime Contractor, and on a monthly basis thereafter, a list of all
contracts awarded to subcontractors for the Project. This shall
include name of all such subcontractors, their addresses, zip
codes, and the amounts of each subaward as of the date of the
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report, as well as the contact information for each
subcontractor’s Human Resources Department or primary hiring
official.
14.11.4.7 Participate in, and require the Prime Contractor and
subcontractors to participate in at least one
Neighborhood/Project Service Area Job Fair organized by the
Neighborhood Services Department to promote employment of
Section 3 and Targeted Section 3 Workers during the contract
period.
14.11.4.8 Coordinate and cooperate with the City in efforts to publicize
employment and contracting opportunities associated with the
Project, including programs of the City’s Minority and
Women’s Business Enterprise (MWBE) office.
14.11.5 This Section 14.11 shall be included in its entirety in all Project
construction contracts or subcontracts totaling $200,000 or more.
14.11.6 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 project and are binding upon City and Developer and their respective successors,
assigns, contractors and subcontractors. Failure to fulfill these requirements shall subject
Developer and its contractors and subcontractors and their respective successors and
assigns to those sanctions specified by the grant agreement through which federal
assistance is provided and to such sanctions as are specified by 24 CFR Part 75.
14.12 Prohibition Against Discrimination.
14.12.1 General Statement.
Developer, in the execution, performance or attempted performance of this
Contract, shall comply with all non-discrimination requirements of 24 CFR 92.350 and the
ordinances codified at Chapter 17, Article III, Division 4 – Fair Housing of the City Code.
Developer may not discriminate against any person because of race, color, sex, gender,
religion, national origin, familial status, disability or perceived disability, sexual
orientation, gender identity, gender expression, or transgender, nor will Developer permit
its officers, members, agents, employees, contractors, vendors or project participants to
engage in such discrimination.
This Contract is made and entered into with reference specifically to the ordinances
codified at Chapter 17, Article III, Division 3 - Employment Practices of the City Code,
and Developer hereby covenants and agrees that Developer, its officers, members, agents,
employees and contractors, have fully complied with all provisions of same and that no
employee, or applicant for employment has been discriminated against under the terms of
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such ordinances by either or its officers, members, agents, employees, contractors or
vendors.
14.12.2 No Discrimination in Employment during the Performance of this
Contract.
During the performance of this Contract, Developer agrees to the following
provision, and will require that its contractors, subcontractors and vendors also comply
with such provision by including it in all contracts with its contractors and vendors:
[Contractor’s, Subcontractor’s or Vendor’s Name] will not unlawfully discriminate
against any employee or applicants for employment because of race, color, sex, gender,
religion, national origin, familial status, disability or perceived disability, sexual
orientation, gender identity, gender expression or transgender. [Contractor’s,
Subcontractor’s or Vendor’s Name] will take affirmative action to ensure that applicants
are hired without regard to race, color, sex, gender, religion, national origin, familial status,
disability or perceived disability, sexual orientation, gender identity, gender expression or
transgender and that employees are treated fairly during employment without regard to
their race, color, sex, gender, religion, national origin, familial status, disability or
perceived disability, sexual orientation, gender identity, gender expression or transgender.
Such action shall include, but not be limited to, the following: employment, upgrading,
demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of
pay or other forms of compensation, and selection for training, including apprenticeship.
[Contractor’s, Subcontractor’s or Vendor’s Name] agrees to post in conspicuous places,
available to employees and applicants for employment, notices setting forth the provisions
of this nondiscrimination clause.
[Contractor’s, Subcontractor’s or Vendor’s Name] will, in all solicitations or
advertisements for employees placed by or on behalf of [Contractor’s, Subcontractor’s or
Vendor’s Name], state that all qualified applicants will receive consideration for
employment without regard to race, color, sex, gender, religion, national origin, familial
status, disability or perceived disability, sexual orientation, gender identity, gender
expression or transgender.
[Contractor’s, Subcontractor’s or Vendor’s Name] covenants that neither it nor any of its
officers, members, agents, employees, or contractors, while engaged in performing this
Contract, shall, in connection with the employment, advancement or discharge of
employees or in connection with the terms, conditions or privileges of their employment,
discriminate against persons because of their age or because of any disability or perceived
disability, except on the basis of a bona fide occupational qualification, retirement plan or
statutory requirement.
[Contractor’s, Subcontractor’s or Vendor’s Name] further covenants that neither it nor its
officers, members, agents, employees, contractors, or persons acting on their behalf, shall
specify, in solicitations or advertisements for employees to work on this Contract, a
maximum age limit for such employment unless the specified maximum age limit is based
upon a bona fide occupational qualification, retirement plan or statutory requirement.
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14.12.3 Developer’s Contractors and ADA.
In accordance with the provisions of the Americans With Disabilities Act of 1990
(“ADA”), Developer warrants that it will not unlawfully discriminate on the basis of
disability in the provision of services to the general public, nor in the availability, terms
and/or conditions of employment for applicants for employment with, or employees of
Developer. DEVELOPER WARRANTS IT WILL FULLY COMPLY WITH ADA’S
PROVISIONS AND ANY OTHER APPLICABLE FEDERAL, STATE AND
LOCAL LAWS CONCERNING DISABILITY AND WILL DEFEND, INDEMNIFY
AND HOLD CITY HARMLESS AGAINST ANY CLAIMS OR ALLEGATIONS
ASSERTED BY THIRD PARTIES, CONTRACTORS, SUBCONTRACTORS OR
VENDORS AGAINST CITY ARISING OUT OF DEVELOPER’S AND/OR ITS
CONTRACTORS’, SUBCONTRACTORS’, VENDORS’, AGENTS’ OR
EMPLOYEES’ ALLEGED FAILURE TO COMPLY WITH THE ABOVE-
REFERENCED LAWS CONCERNING DISABILITY DISCRIMINATION IN THE
PERFORMANCE OF THIS CONTRACT.
14.13 Conflict of Interest and Violations of Criminal Law.
14.13.1 Developer Safeguards.
Developer shall establish safeguards to prohibit its employees, board members,
advisors and agents from using positions for a purpose that is or gives the appearance of
being motivated by a desire for private gain for themselves or others, particularly those
with whom they have family, business or other ties. Developer shall disclose to City any
conflict of interest or potential conflict of interest described above, immediately upon
discovery of such.
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 HOPWA funds or who are in a
position to participate in a decision-making process or gain inside information with regard
to these activities may occupy a HOPWA Unit, may obtain a financial interest or benefit
from a HOPWA-assisted activity, or have an interest in any contract, subcontract or
agreement with respect thereto, or the proceeds thereunder, either for themselves or those
with whom they have family or business ties, during their tenure or for 1 year thereafter,
unless they are accepted in accordance with the procedures set forth at 24 C.F.R. Part
92.356.
14.13.3 Disclosure of Conflicts of Interest.
In compliance with 2 CFR Part 200.112, Developer is required to timely disclose
to City in writing any potential conflict of interest, as described in this Section.
14.13.4 Disclosure of Texas Penal Code Violations.
Developer affirms that it will adhere to the provisions of the Texas Penal Code
which prohibits bribery and gifts to public servants.
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14.13.5 Disclosure of Federal Criminal Law Violations.
In compliance with 2 CFR Part 200.113, Developer is required to timely disclose
to City all violations of federal criminal law involving fraud, bribery or gratuity violations
potentially affecting this Agreement.
14.14 Labor Standards.
14.14.1 As applicable, Developer agrees to comply with the requirements of the
Secretary of Labor in accordance with the Davis-Bacon Act (40 U.S.C. 276a-7) as
amended, the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327
et seq.) and all other applicable federal, state and local laws and regulations pertaining to
labor standards insofar as those acts apply to the performance of this Contract. Developer
agrees to comply with the Copeland Anti-Kick Back Act (18 U.S.C. 874 et seq.) and its
implementing regulations of the United States Department of Labor at 29 CFR Part 5.
Developer shall maintain documentation that demonstrates compliance with hour and wage
requirements of this Contract and HOPWA Regulations. Such documentation shall be made
available promptly to City for review upon request.
14.14.2 Developer agrees that, except with respect to the rehabilitation or
construction of residential property containing less than 12 units assisted with HOPWA
funds, all contractors engaged under contract for construction, renovation or repair work
financed in whole or in part with assistance provided under this Contract, shall comply
with federal requirements adopted by City pertaining to such contrats and with the
applicable requirements of the regulations of the Department of Labor under 29 CFR Parts
1, 3, 5 and 7 governing the payment of wages and ratio of apprentices and trainees to
journey workers; provided that, if wage rates higher than those required under these
regulations are imposed by state or local law, nothing hereunder is intended to relieve
Developer of its obligation, if any, to require payment of the higher wage. Developer shall
cause or require to be inserted in full, in all such contracts subject to such regulations,
provisions meeting the requirements of this paragraph.
14.14.3 If Davis-Bacon is applicable, Developer shall provide City access to
employee payrolls, contractor and subcontractor payrolls and other wage information for
persons performing construction of the Required Improvements. Payrolls must be
submitted to the Neighborhood Services Department with each Reimbursement Request,
and must be available to Neighborhood Services Department staff upon request. In
addition, Developer shall ensure that City will have access to employees, contractors and
subcontractors and their respective employees in order to conduct onsite interviews with
laborers and mechanics. Developer shall inform its contractors and subcontractors that City
staff or federal agencies may conduct periodic employee wage interview visits during
construction of the project to ensure compliance.
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14.15 Subcontracting with Small and Minority Firms, Women’s Business
Enterprises and Labor Surplus Areas.
14.15.1 For procurement contracts $50,000.00 or larger, Developer agrees to
abide by City’s policy, as may be amended from time to time, to involve Minority Business
Enterprises and Small Business Enterprises and to provide them equal opportunity to
compete for contracts for construction, provision of professional services, purchase of
equipment and supplies and provision of other services required by City. Developer agrees
to incorporate the City’s BDE Ordinance, and all amendments or successor policies or
ordinances thereto, into all contracts and subcontracts for procurement $50,000.00 or
larger, and will further require all persons or entities with which it so contracts to comply
with said ordinance.
14.15.2 It is national policy to award a fair share of contracts to disadvantaged
business enterprises (“DBEs”), small business enterprises (“SBEs”), minority business
enterprises (“MBEs”), and women’s business enterprises (“WBEs”). Accordingly,
affirmative steps must be taken to assure that DBEs, SBEs, MBEs, and WBEs are utilized
when possible as sources of supplies, equipment, construction and services.
14.15.3 In order to comply with the reporting requirements of 24 CFR Part
92.508 (a)(7)(ii), Developer must submit the form attached hereto as Exhibit “K” —
Contract and Subcontract Activity Reporting Form for each contract or subcontract
with a value of $10,000 or more paid, or to be paid, with HOPWA funds. This form shall
be submitted with the final Reimbursement Request.
14.16 Other Laws.
The failure to list any federal, state or City ordinance, law or regulation that is applicable
to Developer does not excuse or relieve Developer from the requirements or responsibilities in
regard to following the law, nor from the consequences or penalties for Developer’s failure to
follow the law, if applicable.
14.17 Assignment.
Developer shall not assign all or any part of its rights, privileges, or duties under this
Contract without the prior written approval of City. Any attempted assignment of same without
approval shall be void, and shall constitute a breach of this Contract.
14.18. Right to Inspect Developer Contracts.
It is agreed that City has the right to inspect and approve in writing any proposed contracts
between Developer and (i) its general contractor and subcontractors, including any lower tier
subcontractors engaged in any activity that is funded as part of the construction of the Required
Improvements, (ii) any vendor contracts arising out of the operation of the project, and (iii) any
third party contracts to be paid with HOPWA Funds, prior to any charges being incurred.
14.19 Force Majeure.
If Developer becomes unable, either in whole or part, to fulfill its obligations under this
Contract due to acts of God, statewide, national, or worldwide pandemics, strikes, lockouts, or
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other industrial disturbances, acts of public enemies, wars, blockades, insurrections, riots,
epidemics, earthquakes, fires, floods, restraints or prohibitions by any court, board, department,
commission or agency of the United States or of any States, civil disturbances, or explosions, or
some other reason beyond Developer’s control (collectively, “Force Majeure Event”), the
obligations so affected by such Force Majeure Event will be suspended only during the
continuance of such event and the Completion Deadline for such obligations shall be extended for
a like period. Developer will give City written notice of the existence, extent and nature of the
Force Majeure Event as soon as reasonably possible after the occurrence of the event. Failure to
give notice will result in the continuance of the Developer’s obligation regardless of the extent of
any existing Force Majeure Event. Developer will use commercially reasonable efforts to remedy
its inability to perform as soon as possible.
14.20 Survival.
Any provision of this Contract that pertains to Affordability Requirements, indemnity
obligations, auditing, monitoring, reporting requirements, tenant income eligibility, record keeping
and reports, City ordinances, the provisions of Section 6.6 pertaining to SAM, or any HOPWA
requirements, and any default and enforcement provisions necessary to enforce such provisions,
shall survive the termination of this Contract for the longer of (i) 5 years after the termination date
of this Contract, or (ii) 5 years after the termination of the Performance Period unless a different
survival period is specifically set forth herein, and shall be enforceable by City against Developer.
15. INDEMNIFICATION AND RELEASE.
DEVELOPER COVENANTS AND AGREES TO INDEMNIFY, HOLD
HARMLESS AND DEFEND, AT ITS OWN EXPENSE, CITY AND ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL
CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER
KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN
CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED
PERFORMANCE OR NONPERFORMANCE OF THIS CONTRACT AND/OR THE
OPERATIONS, ACTIVITIES AND SERVICES OF THE PROJECT DESCRIBED
HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART, BY ALLEGED
NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS
OR SUBCONTRACTORS OF CITY, AND DEVELOPER HEREBY ASSUMES ALL
LIABILITY AND RESPONSIBILITY OF CITY AND ITS OFFICERS, AGENTS,
SERVANTS, AND EMPLOYEES FOR ANY AND ALL CLAIMS OR SUITS FOR
PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH,
TO ANY AND ALL PERSONS, OF WHATSOEVER KINDS OR CHARACTER,
WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH
THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR
NONPERFORMANCE OF THIS CONTRACT AND AGREEMENT AND/OR THE
OPERATIONS, ACTIVITIES AND SERVICES OF THE PROJECT DESCRIBED
HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART BY ALLEGED
NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS
OR SUBCONTRACTORS OF CITY. DEVELOPER LIKEWISE COVENANTS AND
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AGREES TO AND DOES HEREBY INDEMNIFY AND HOLD HARMLESS CITY FROM
AND AGAINST ANY AND ALL INJURY, DAMAGE OR DESTRUCTION OF
PROPERTY OF CITY, ARISING OUT OF OR IN CONNECTION WITH ALL ACTS OR
OMISSIONS OF DEVELOPER, ITS OFFICERS, MEMBERS, AGENTS, EMPLOYEES,
CONTRACTORS, SUBCONTRACTORS, INVITEES, LICENSEES, OR PROJECT
PARTICIPANTS, OR CAUSED, IN WHOLE OR IN PART, BY ALLEGED
NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS
OR SUBCONTRACTORS OF CITY.
IT IS THE EXPRESS INTENTION OF THE PARTIES, BOTH DEVELOPER AND
CITY, THAT THE INDEMNITY PROVIDED FOR THIS SECTION INCLUDES
INDEMNITY BY DEVELOPER TO INDEMNIFY AND PROTECT CITY FROM THE
CONSEQUENCES OF CITY’S OWN NEGLIGENCE, WHETHER THAT NEGLIGENCE
IS ALLEGED TO BE THE SOLE OR CONCURRING CAUSE OF THE INJURY,
DAMAGE OR DEATH.
DEVELOPER AGREES TO AND SHALL RELEASE CITY, ITS AGENTS,
EMPLOYEES, OFFICERS AND LEGAL REPRESENTATIVES FROM ALL LIABILITY
FOR INJURY, DEATH, DAMAGE OR LOSS TO PERSONS OR PROPERTY
SUSTAINED IN CONNECTION WITH OR INCIDENTAL TO PERFORMANCE UNDER
THIS CONTRACT, EVEN IF THE INJURY, DEATH, DAMAGE OR LOSS IS CAUSED
BY CITY’S SOLE OR CONCURRENT NEGLIGENCE.
DEVELOPER SHALL REQUIRE ALL OF ITS CONTRACTORS AND
SUBCONTRACTORS TO INCLUDE IN THEIR CONTRACTS AND SUBCONTRACTS
A RELEASE AND INDEMNITY IN FAVOR OF CITY IN SUBSTANTIALLY THE SAME
FORM AS ABOVE.
16. WAIVER OF IMMUNITY BY DEVELOPER.
If Developer is a charitable or nonprofit organization and has or claims an immunity or
exemption (statutory or otherwise) from and against liability for damages or injury, including
death, to persons or property, Developer hereby expressly waives its rights to plead defensively
such immunity or exemption as against City. This section shall not be construed to affect a
governmental entity’s immunities under constitutional, statutory or common law.
17. INSURANCE AND BONDING.
Developer will maintain coverage in the form of insurance or bond in the amount of
$249,000.00, which is the total amount of the Loan, to insure against loss from the fraud, theft or
dishonesty of any of Developer’s officers, agents, trustees, directors or employees. The proceeds
of such insurance or bond shall be used to reimburse City for any and all loss of HOPWA Funds
occasioned by such misconduct. To effectuate such reimbursement, such fidelity coverage shall
include a rider stating that reimbursement for any loss or losses shall name the City as a Loss
Payee.
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Developer shall furnish to City, in a timely manner, but not later than 60 days after the
Effective Date, certificates of insurance as proof that it has secured and paid for policies of
commercial insurance as specified herein. If City has not received such certificates as set forth
herein, Developer shall be in default of the Contract and City may at its option, terminate the
Contract.
Such insurance shall cover all insurable risks incident to or in connection with the
execution, performance, attempted performance or nonperformance of this Contract. Developer
shall maintain, or require its general contractor to maintain, the following coverages and limits
thereof:
Commercial General Liability (CGL) Insurance
$1,000,000 each occurrence
$2,000,000 aggregate limit
Business Automobile Liability Insurance
$1,000,000 each accident on a combined single-limit basis, or
$ 250,000 Property Damage
$ 500,000 Bodily Injury per person per occurrence
$2,000,000 Aggregate
Insurance policy shall be endorsed to cover “Any Auto” defined as autos owned,
hired and non-owned. Pending availability of the above coverage and at the discretion
of City, the policy shall be the primary responding insurance policy versus a personal
auto insurance policy if or when in the course of Developer’s business as contracted
herein.
Workers’ Compensation Insurance
Part A: Statutory Limits
Part B: Employer’s Liability
$100,000 each accident
$100,000 disease-each employee
$500,000 disease-policy limit
Note: Such insurance shall cover employees performing work on any and all projects
including but not limited to construction, demolition, and rehabilitation. Developer or its
contractors shall maintain coverages, if applicable. In the event the respective contractors
do not maintain coverage, Developer shall maintain the coverage on such contractor, if
applicable, for each applicable contract.
Additional Requirements
Such insurance amounts shall be revised upward at City’s reasonable option and no more
frequently than once every 12 months, and Developer shall revise such amounts within 30 days
following notice to Developer of such requirements.
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Developer will submit to City documentation that it, and its general contractor, have obtained
insurance coverage and have executed bonds as required in this Contract prior to payment of any
monies provided hereunder.
Where applicable and appropriate, insurance policies required herein shall be endorsed to include
City as an additional insured as its interest may appear. Additional insured parties shall include
employees, officers, agents, and volunteers of City.
The Workers’ Compensation Insurance policy shall be endorsed to include a waiver of
subrogation, also referred to as a waiver of rights of recovery, in favor of City.
Any failure on part of City to request certificate(s) of insurance shall not be construed as a waiver
of such requirement or as a waiver of the insurance requirements themselves.
Insurers of Developer’s insurance policies shall be licensed to do business in the state of Texas by
the Department of Insurance or be otherwise eligible and authorized to do business in the state of
Texas. Insurers shall be acceptable to City insofar as their financial strength and solvency and each
such company shall have a current minimum A.M. Best Key Rating Guide rating of A: VII or other
equivalent insurance industry standard rating otherwise approved by City.
Deductible limits on the foregoing insurance policies shall be at commercially reasonable levels,
and in no event exceed $100,000 per occurrence.
In the event there are any local, federal or other regulatory insurance or bonding requirements for
the project, and such requirements exceed those specified herein, the former shall prevail.
Developer shall require its contractors to maintain applicable insurance coverages, limits, and
other requirements as those specified herein; and, Developer shall require its contractors to provide
Developer with certificate(s) of insurance documenting such coverage. Also, Developer shall
require its contractors to have City and Developer endorsed as additional insureds (as their interest
may appear) on their respective insurance policies where applicable and appropriate.
Professional Liability coverage shall be in force and may be provided on a claim’s made basis.
This coverage may also be referred to as Management Liability, and shall protect the insured
against claims arising out of alleged errors in judgment, breaches of duty and wrongful acts arising
out of their management duties.
Developer shall require its builder to maintain builders risk insurance at the value of the
construction.
18. CERTIFICATION REGARDING LOBBYING.
The undersigned Developer hereby certifies, to the best of its knowledge and belief, that:
No Federal appropriated funds have been paid or will be paid, by or on behalf of
Developer, to any person for influencing or attempting to influence an officer or
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employee of any agency, a member of Congress, an officer or employee of Congress
in connection with the awarding of any Federal contract, the making of any federal
grant, the making of any Federal loan, the entering into of any cooperative
agreement and the extension, continuation, renewal, amendment, or modification
of any Federal contract, grant, loan or cooperative agreement.
If any funds other than federally appropriated funds have been paid or will be paid
to any person for influencing or attempting to influence an officer or employee of
any agency, member of Congress in connection with this Federal contract, grant,
loan or cooperative agreement, Developer shall complete and submit Standard
Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its
instructions.
This certification is a material representation of fact upon which reliance was
placed when this Contract was made or entered into. Submission of this certificate
is a prerequisite for making or entering into this Contract imposed by 31 U.S.C.
Section 1352. Any person who fails to file the required certification shall be subject
to a civil penalty of not less than $10,000.00 and not more than $100,000.00 for
each such failure.
Developer shall require that the language of this certification be included in all subcontracts
or agreements involving the expenditure of federal funds.
19. LITIGATION AND CLAIMS.
Developer shall give City immediate notice in writing of any action, including any
proceeding before an administrative agency, filed against Developer in conjunction with this
Contract or the project. Developer shall furnish immediately to City copies of all pertinent papers
received by Developer with respect to such action or claim. Developer shall provide a notice to
City within 10 days upon filing under any bankruptcy or financial insolvency provision of law.
20. NOTICE.
All notices required or permitted by this Contract must be in writing and shall be effective
upon receipt when (i) sent by U.S. Mail, with proper postage, certified mail return receipt requested
or by a nationally recognized overnight delivery service; and (iii) addressed to the other Party at
the address set out below or at such other address as the receiving Party designates by proper notice
to the sending Party.
City:
City Attorney’s Office
200 Texas Street
Fort Worth, TX 76102
Attention: Taylor Paris
Telephone: 817-392-6285
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Copies to:
Neighborhood Services Department
200 Texas Street
Fort Worth, TX 76102
Attention: Director
Telephone: 817-392-7540
Developer:
Tarrant County Samaritan Housing, Inc.
929 Hemphill St.
Fort Worth, TX 76104
Attention: Kim Robinson
President and Chief Executive Officer
Telephone: (817) 332-6410
Telephone (Direct): (817) 509-1698
Copies to:
Samaritan Housing Property, Inc.
929 Hemphill St.
Fort Worth, TX 76104
Legal Counsel:
Bourland Wall & Wenzel
301 Commerce St # 1500
Fort Worth, TX 76102
Attention: Darren B. Moore
Telephone: (817) 877-1088
21. DEVELOPER HAS LEGAL AUTHORITY TO ENTER INTO CONTRACT.
Developer represents that it possesses the legal authority, pursuant to any proper,
appropriate and official motion, resolution or action passed or taken, to enter into this Contract and
to perform the responsibilities herein required.
22. INVESTOR’S RIGHT TO CURE.
The Parties agree that the Investor in the Housing Tax Credits shall have the right, but not
the obligation, to cure any default by or complete any obligation of the Developer under the Loan
Documents during the cure period or completion period provided therein, and the Parties hereto
agree to accept any such cure or completion tendered by the Investor.
23. COUNTERPARTS.
This Contract may be executed in multiple counterparts, each of which shall be considered
an original, but all of which shall constitute one instrument which may be sufficiently evidenced
by one counterpart.
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24. IMMIGRATION NATIONALITY ACT. Developer shall verify the identity and employment eligibility of its employees who
perform work under this Contract, including completing the Employment Eligibility Verification
Form (I-9). Upon request by City, Developer shall provide City with copies of all I-9 forms and
supporting eligibility documentation for each employee who performs work under this
Contract. Developer shall adhere to all Federal and State laws as well as establish appropriate
procedures and controls so that no services will be performed by any Developer employee who is
not legally eligible to perform such services. DEVELOPER SHALL INDEMNIFY CITY AND
HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE
TO VIOLATIONS OF THIS PARAGRAPH BY DEVELOPER, DEVELOPER’S
EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice
to Developer, shall have the right to immediately terminate this Contract for violations of this
provision by Developer.”
25. BOYCOTTING ISRAEL PROHIBITED.
Developer acknowledges that in accordance with Chapter 2270 of the Texas Government
Code, City is prohibited from entering into a contract with a company for goods or services unless
the contract contains a written verification from the company that it: (1) does not boycott Israel;
and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and
“company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas
Government Code. By signing this Contract, Developer certifies that Developer’s signature
provides written verification to City that Developer: (1) does not boycott Israel; and (2) will not
boycott Israel during the term of this Contract.
26. PROHIBITION ON BOYCOTTING ENERGY COMPANIES.
Developer acknowledges that in accordance with Chapter 2274 of the Texas Government
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 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 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 the contract. The terms
“boycott energy company” and “company” have the meaning ascribed to those terms by Chapter
2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the
extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this
Agreement, Developer certifies that Developer’s signature provides written verification to the City
that Developer: (1) does not boycott energy companies; and (2) will not boycott energy companies
during the term of this Contract.
27. PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND
AMMUNITION INDUSTRIES.
Developer acknowledges that except as otherwise provided by Chapter 2274 of the Texas
Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited
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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 10 or more full-time
employees unless the contract contains a written verification from the company that it: (1) does
not have a practice, policy, guidance, or directive that discriminates against a firearm entity or
firearm trade association; and (2) will not discriminate during the term of the contract against a
firearm entity or firearm trade association. The terms “discriminate,” “firearm entity” and “firearm
trade association” have the meaning ascribed to those terms by Chapter 2274 of the Texas
Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter
2274 of the Government Code is applicable to this Agreement, by signing this Agreement,
Developer certifies that Developer’s signature provides written verification to the City that
Developer: (1) 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 firearm entity or
firearm trade association during the term of this Contract.
28. ELECTRONIC SIGNATURES.
This Agreement may be executed by electronic signature, which will be considered 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 signature, or signatures electronically inserted
via software such as Adobe Sign.
[SIGNATURES APPEAR ON NEXT PAGE]
IN WITNESS WHEREOF, the Parties have executed 3 duplicate originals of this
Contract to be effective as of the Effective Date.
ATTEST:
Jannette Goodall, City Secretary
M&C 21-0301
Dated April 20, 2021
Form 1295: 2021-725014
Contract Compliance Manager:
CITY OF FORT WORTH
By:---------------Fernando Costa, Assistant City Manager
-------------
By signing I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuring all performance and reporting requirements.
Chad LaRoque, Housing Development and Grants Manager
APPROVED AS TO FORM AND LEGALITY:
Taylor C. Paris, Assistant City Attorney
HOPWA DEVELOPER RENT AL CONTRACT
Tarrant County Samaritan Housing, Inc.
TARRANT COUNTY SAMARITAN HOUSING,
INC.,
a Texas non-profit corporation and ground lessee
By: �!uf:�� CEO
Date:
Rev. 04/04/2022
Signature Page
Victor Turner, Acting Assistant City Manager
Date:
Chad LaRoque (Apr 27, 2022 08:34 CDT)
Apr 27, 2022
Jannette S. Goodall (Apr 27, 2022 12:56 CDT)
Jannette S. Goodall
HOPWA DEVELOPER RENTAL CONTRACT Rev. 04/04/2022
Tarrant County Samaritan Housing, Inc. List of Exhibits Page
EXHIBITS:
Exhibit “A” – Project Summary
Exhibit “A-1” – HOPWA Certifications
Exhibit “A-2” – Environmental Mitigation Action
Exhibit “B” – Budget
Exhibit “C” – Construction and Reimbursement Schedule
Exhibit “D” – Audit Requirements – N/A
Exhibit “E” – Loan Documents
Exhibit “E-1” – Declaration of Restrictive Covenant
Exhibit “F” – Reimbursement Forms
Exhibit “G” –Project Compliance Report: Rental Housing
Exhibit “H” – Federal Labor Standards Provisions – Davis-Bacon Requirements – N/A
Exhibit “I” – Section 3 Reporting Forms
Exhibit “J” – Standards for Complete Documentation
Exhibit “K” – Contract and Subcontract Activity Reporting Form
Exhibit “L” – Notice of Beneficiary Rights
Exhibit “M” – VAWA Forms
HOPWA DEVELOPER RENTAL CONTRACT – EXHIBITS Rev. 04/04/2022
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EXHIBIT “A”
PROJECT SUMMARY
TARRANT COUNTY SAMARITAN HOUSING, INC.
Capitalized terms not defined herein shall have meanings assigned to them in the Contract.
DESCRIPTION:
Developer will use HOPWA Funds for a portion of the costs to rehabilitate its 60-unit SRO
building located at 928 S. Jennings Avenue, Fort Worth, Texas 76104.
ADDITIONAL HOPWA REQUIREMENTS:
Throughout the rehabilitation of the 60 SRO units, HOPWA Eligible Households will have
access to computer services, laundry facilities and mail services. Developer will provide onsite
supportive services to all HOPWA Eligible Households to include, but not be limited to:
• Addiction Counseling
• Meal Service
• Job Skills Training
• Life Skills Training
• Medication Dispensing
Developer will be entitled to make Reimbursement Requests until 60 days after the Completion
Deadline.
In consideration for the HOPWA Funds, Developer agrees to provide the following information
and meet the following requirements:
• Designate 5 Accessible Units in accordance with Section 504 requirements and the terms
of the Contract.
• Submit Exhibit “G” - Project Compliance Report: Rental Housing regarding the
household income, size, race, ethnicity, gender of head of household, disability status,
and rental assistance type for all HOPWA Eligible Households.
• Develop a construction schedule in consultation with the contractor.
• Develop a plan for temporarily relocating tenants (within the property) while their units
are rehabilitated.
• Prior to construction commencing, provide sufficient written notice to tenants that
includes the purpose, scope and schedule of the Project. Notification should include that
tenant relocation is temporary. Developer will maintain continuous communication
throughout construction with tenants to inform them of any changes to the construction
schedule.
• Submit construction schedule, temporary relocation plan, and written notification to the
City prior to notifying tenants.
• CITY WILL WITHHOLD $10,000 OF THE HOPWA FUNDS UNTIL CITY
VERIFIES THAT AN ADEQUATE NUMBER OF HOPWA UNITS ARE LEASED
TO HOPWA ELIGIBLE HOUSEHOLDS.
• City, in its sole discretion, may authorize a certain number of HOPWA Units to be vacant
for a reasonable length of time. If the HOPWA Units are not occupied by a HOPWA
Eligible Household time during the Performance Period, City may invoke any remedies
provided in the Contract or the Loan Documents.
• Submit a copy to City of its annual audit and annual reports sent to TDHCA throughout
the Performance Period.
HOPWA DEVELOPER RENTAL CONTRACT – EXHIBITS Rev. 04/04/2022
Tarrant County Samaritan Housing, Inc. Page 2
SPECIFIC PURPOSE:
The specific purpose of this project is to rehabilitate the interior of the 60 SRO units to include
flooring, bathrooms, and other improvements to increase the availability of quality, accessible,
affordable housing for low- and moderate-income residents with HIV/AIDS in the City of Fort
Worth. The project will also significantly contribute to the stability of the operations and
longevity of Samaritan House.
PROJECT OBJECTIVES:
The project will maintain 60 housing units affordable to households earning less than 80% of
AMI and with a HIV/AIDS diagnosis.
HOPWA DEVELOPER RENTAL CONTRACT – EXHIBITS Rev. 04/04/2022
Tarrant County Samaritan Housing, Inc. Page 3
EXHIBIT “A-1”
HOPWA CERTIFICATIONS
TARRANT COUNTY SAMARITAN HOUSING, INC.
CAPACITY CERTIFICATION:
I hereby certify that Developer will provide at a minimum the supportive services listed in Exhibit “A” of this
Contract and that Developer has the financial capacity to provide these services to all tenants for the entirety
of the Performance Period as required according to 24 CFR Part 574.310(a). Additionally, I certify that
Developer will not charge tenants for the cost of these supportive services.
Organization: TARRANT COUNTY SAMARITAN HOUSING, INC.
Name:
Title:
Signature: _______________________________ Date: _____________________________
HOPWA DEVELOPER RENTAL CONTRACT – EXHIBITS Rev. 04/04/2022
Tarrant County Samaritan Housing, Inc. Page 4
EXHIBIT “A-2”
ENVIRONMENTAL MITIGATION ACTION
TARRANT COUNTY SAMARITAN HOUSING, INC.
HOPWA Funds may be reimbursed for exempt activities; however, HOPWA funds will not be paid, and
costs cannot be incurred, until City has conducted and completed an environmental review of the proposed
project site as required under 24 CFR Part 58. The environmental review may result in a decision to
proceed with, modify, or cancel the project. Further, Developer will not undertake or commit any funds
to physical or choice limiting actions, including property acquisition, demolition, movement, rehabilitation,
conversion, repair or construction until satisfactory completion of environmental review and receipt by
City of an authorization to use grant funds from HUD under 24 CFR Part 58.
Special conditions, procedures, and requirements identified for the project may include and are not limited
to mitigation of any adverse effects identified by the environmental review process. The special conditions,
procedures, and requirements may differ and are subject to approval by City and HUD.
Environmental Mitigations are as follows:
NONE
City will provide Developer the executed environmental review record and certifications. Developer agrees
to abide by the special conditions, procedures, and requirements of the executed environmental review
certification approved by HUD.
HOPWA DEVELOPER RENTAL CONTRACT – EXHIBITS Rev. 04/04/2022
Tarrant County Samaritan Housing, Inc. Page 5
EXHIBIT “B”
BUDGET
TARRANT COUNTY SAMARITAN HOUSING, INC.
HOPWA Funds Budget
Construction Costs $239,000.00
Holdback** $10,000.00
TOTAL $249,000.00
*Developer will only be reimbursed for eligible expenses. The amounts are estimates and are subject to change.
** City will hold back $10,000.00 of the HOPWA Funds until City verifies that an adequate number of
HOPWA Units are leased to HOPWA Eligible Households as well as the other requirements in Exhibit “C” -
Construction and Reimbursement Schedule.
HOPWA DEVELOPER RENTAL CONTRACT – EXHIBITS Rev. 04/04/2022
Tarrant County Samaritan Housing, Inc. Page 6
EXHIBIT “C”
CONSTRUCTION AND REIMBURSEMENT SCHEDULE
TARRANT COUNTY SAMARITAN HOUSING, INC.
Activity**** HOPWA Funds
PHASE I ACTIVITIES:
Contract Execution, Legal Fees, Mobilization,
Materials and Supplies, Permitting, and Construction
Activities
PHASE I COMPLETED
by: 05/31/2022 First Payment** $149,000.00*
PHASE II ACTIVIITES: Construction Activities
PHASE II COMPLETED
by: 07/31/2022 Second Payment** $30,000.00*
PHASE III ACTIVIITES: Construction Activities
PHASE III COMPLETED
by: 09/30/2022 Third Payment** $30,000.00*
PHASE IV ACTIVITIES: Construction Activities
PHASE IV COMPLETED
by: 11/30/2022 Fourth Payment** $30,000.00*
PHASE V ACTIVITIES: Holdback and Lease-Up of All HOPWA Units
PHASE V COMPLETED
by: 12/31/2022
Prior to Reimbursement in Phase VII, the following
items must be submitted:
1. Exhibit “G” - Project Compliance Report:
Rental Housing. See Section 7.4.
2. Rent Schedule for HOPWA Units. See
Section 7.5.
3. Tenant Selection Policy. See Section 7.6.
4. Affirmative Marketing Plan. See Section 7.7.
Final Payment** (Lease-Up of All HOPWA
Units)***
$10,000.00*
TOTAL $249,000.00
*Developer will only be reimbursed for eligible expenses. The amounts and activities are estimates and
are subject to change.
**Developer must submit Complete Documentation with Reimbursement Request, including the
contractor/subcontractor/vendor searches under the Federal System for Award Management
(www.sam.gov) to City within 60 days from each of the abovementioned deadlines in order to be
reimbursed. Failure to timely submit Reimbursement Requests and Complete Documentation along with
any required reports shall be an event of default.
***If milestone is reached before the Phase completion date, reimbursement will be made when the
milestone is reached and the City is provided all required documentation.
****Expenses incurred prior to execution of this Contract will be allowed only at the sole discretion of
the City.
HOPWA DEVELOPER RENTAL CONTRACT – EXHIBITS Rev. 04/04/2022
Tarrant County Samaritan Housing, Inc. Page 7
EXHIBIT “D”
AUDIT REQUIREMENTS
TARRANT COUNTY SAMARITAN HOUSING, INC.
NOT APPLICABLE
HOPWA DEVELOPER RENTAL CONTRACT – EXHIBITS Rev. 04/04/2022
Tarrant County Samaritan Housing, Inc. Page 8
EXHIBIT “E”
LOAN DOCUMENTS
TARRANT COUNTY SAMARITAN HOUSING, INC.
LEASEHOLD DEED OF TRUST
PROMISSORY NOTE
COMPLETION GUARANTY
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EXHIBIT “E-1”
DECLARATION OF RESTRICTIVE COVENANT
TARRANT COUNTY SAMARITAN HOUSING, INC.
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EXHIBIT “F”
REIMBURSEMENT FORMS
TARRANT COUNTY SAMARITAN HOUSING, INC.
Attachment I
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Tarrant County Samaritan Housing, Inc. Page 47
EXHIBIT “G”
PROJECT COMPLIANCE REPORT: RENTAL HOUSING
TARRANT COUNTY SAMARITAN HOUSING, INC.
HOPWA DEVELOPER RENTAL CONTRACT – EXHIBITS Rev. 04/04/2022
Tarrant County Samaritan Housing, Inc. Page 48
EXHIBIT “H”
FEDERAL LABOR STANDARD PROVISIONS - DAVIS-BACON REQUIREMENTS
TARRANT COUNTY SAMARITAN HOUSING, INC.
NOT APPLICABLE
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Tarrant County Samaritan Housing, Inc. Page 49
EXHIBIT “I”
SECTION 3 REPORTING FORMS
TARRANT COUNTY SAMARITAN HOUSING, INC.
SECTION 3 SERVICE AREA MAP
SECTION 3 BUSINESS CERTIFICATION
SECTION 3 WORKER AND TARGETED SECTION 3 WORKER CERTIFICATION
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Tarrant County Samaritan Housing, Inc. Page 50
Section 3 Service Area Map
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EXHIBIT “J”
STANDARDS FOR COMPLETE DOCUMENTATION
TARRANT COUNTY SAMARITAN HOUSING, INC.
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EXHIBIT “K”
CONTRACT AND SUBCONTRACT ACTIVITY REPORTING FORM
TARRANT COUNTY SAMARITAN HOUSING, INC.
Excel spreadsheet to be provided. This form must be completed and returned to NSD within 30 days after the pre-construction meeting and
annually thereafter on June 30th of each year while the contract is active.
HOPWA DEVELOPER RENTAL CONTRACT – EXHIBITS Rev. 04/04/2022
Tarrant County Samaritan Housing, Inc. Page 58
EXHIBIT “L”
NOTICE OF BENEFICIARY RIGHTS
TARRANT COUNTY SAMARITAN HOUSING, INC.
Tarrant County Samaritan Housing, Inc.:
SRO Rehabilitation:
Staff member contact:
Because this program is supported in whole or in part by direct Federal financial assistance from the Federal
Government, we are required to let you know that:
• We may not discriminate against you on the basis of religion, religious belief, a refusal to hold a
religious belief, or a refusal to attend or participate in a religious practice;
• We may not require you to attend or participate in any explicitly religious activities that are offered by
us and any participation by you in these activities must be purely voluntary;
• We must separate, in time or location, any privately funded explicitly religious activities from
activities supported by direct Federal financial assistance;
• If you object to the religious character of our organization, we must make reasonable efforts to identify
and refer you to an alternative provider to which you have no such objection; and
• You may report an organization's violations of these protections, including any denial of services or
benefits, by contacting or filing a written complaint to HUD [or the intermediary, if applicable].
We must give you this written notice before you enroll in our program or activity, as required by 24 CFR 5.109.
HOPWA DEVELOPER RENTAL CONTRACT – EXHIBITS Rev. 04/04/2022
Tarrant County Samaritan Housing, Inc. Page 59
EXHIBIT “M”
VAWA FORMS
TARRANT COUNTY SAMARITAN HOUSING, INC.
Notice of Occupancy Rights under the Violence Against Women Act (Form HUD-5380)
Model Emergency Transfer Plan for Victims of Domestic Violence, Dating Violence, Sexual Assault, or
Stalking (Form HUD-5381)
Emergency Transfer Request for Certain Victims of Domestic Violence, Dating Violence, Sexual Assault,
or Stalking (Form HUD -5383)
Certification of Domestic Violence, Dating Violence, Sexual Assault, or Stalking and Alternate
Documentation (Form HUD-5382)
Violence, Dating Violence or Stalking Lease Addendum (Form HUD-91067)
Where permitted by federal regulations, Developer may use its own forms so long as they meet the
requirements of the VAWA and its accompanying regulations. Developer is responsible for ensuring that
the proper forms and required actions are taken in compliance with VAWA and any applicable
regulations, and acknowledges that it is solely responsible for using the appropriate forms as they may be
changed from time to time.
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'1i.113 �IV
Hame
Legislation
Calendar City Council f]epartmen#s
0 �`: �: { Sf�are � i�SS ;.� F1lests
Details
File #:
Type:
File created:
On agenda:
Title:
At�achments:
History {1)
1 recard
Reports
Text
M&C 21-0301 Version: 1 Name:
Award of Gontract Consent Status: Passed
4/15/Z021 In control: CITY COUNCIL
4/20/2021 Final action: �E/20/2021
(C� 9) Authorize Change in Use and Expenditure in the Amount of $ZOO,D�p.QO of
Unprogrammed Housing Opportunities for Persflns with AIDS Grant Funds for Tarrant Caunty
Samari�an House, Inc. in the Forrr� of a Forgi�abl� Loan for the Rehabilitation of �he Singfe Room
Occupancy Facility Located at 929 Hernphill Street, Au�horize the Execution of a Contract,
Authorize a Substaniial Amendmeni to the City's Z019-Z020 Action Plan, Authorize the
Substi�ution af Funding Years, and Find that Funding the i�ehabilitation Serves a Public �urpose
1. M&C Z1-0301, 2. 5arnaritanNouse 929 hlemphill.pdf
Gro�ip Expart
Date Ver. Actiorl By Actian Result Action f}etails Meeting Details Videa
4/20/2021 1 CITY COUNCJL. Approved Action de�ails Meeting details Nat available
M& C Revievv
��ry Courv�rL ������
DAT�: 4/20/2021 R�F�RENCE *'�M&C 29- �OG NAME
�o.: o�o�
CODE: C TYPE: CONSENT PUBLIC
HEARING:
Page 1 0� 3
OFficEa! site of the City oF F�rt Wortii, Texas
FORT �'�'ORTH
-_,``"�_-
19SAMARITAN HOUSE SRO
�ACILITY REHABILITATION
PROJ�CT
NO
SlJBJECT: (CD 9) Authorize Change in Use and Expenditure in the Amount of $200,0OO.OD of
Unprogrammed Hausing Opportu�ities for Persons with AIDS Grant Funds for Tarrant
Cour�ty Samaritan House, Inc. in the Form of a Forgivable Loan for the Rehabilitation af
the Single Raom Occupancy Facility Lacated at 929 Hemphill Stree�t, Authorize the
Execution of a Confract, Authorize a Substantial Amendment to the City's 2019-2020
Action Plan, Authorize th� Substitution of Funding Years, and Find that Funding the
Rehabilitation Serves a Public Purpose
RECOMMENDATION:
It is recommended thaf the City Council:
�. Authorize a subs�antial amendment to the City's 2019-202Q Action �ian;
2. Authorize a change in use and expenditure of $2fl0,Ofl0.00 in prior year's unprogrammed
Housing Opportunity for Persons with AIDS grant funds ta 7arrant County Samari�an
Housing, Inc., in the form of a forgivabie laan for the 5amaritan House Single Room
Occupancy Facility Rehabilitation project locaied at 929 Hemphill 5treet, Fort Worth, Texas;
3. Au��orize the City Manager, or his designee, to substitute funding years in order to meet
United States bepartment of Housing and Urba� Devefopment cammitment, disbursement
and expenditure deadlines;
4. Authorize the City Manager, or his designee, to exec�te a contract with Tarrant County
Sarnarita� House, Irtc., in the total ama�nt of $200,D00.00 for the 5ingle Room Occupancy
Facility Rehabili�atio� project;
5. Authorize the City Manager, or his designee, to extend �he c�n�ract for up to two one-year
�xtensions i� Tarrant County Samaritan Housing, Inc., req�ests an extension and such
extension is necessary for campletion of the project;
5. Authorize the Ciky Manager, or his designee, ta amend the contract if necessary to achieve
projec� goals provided that the amendment is wit�in the scope of the praject and in
compliance with City policies and applicable laws and regulations governing the use af
federal g�ant funds; and
7. Find that funding the rehabilitation achiev�s the public purpose of providing shelter Eo
individuals wi�h HIV/AIDS who are at-risk for homelessness in the City and
pravidi�g resources designed ta ensure their safety and welfare, and find that adequate
controls ar� in place to ensure that the public purpose is carried out.
D15CUSSION:
In 2019, t�e United Stat�s Department of Housing and Urban Development {HUD) awarded
$1,505,634.00 in Housing Opportunities for Persons wifh AIDS (HOPWA) grar�t program funds to the
Cify of Fori Worth, w�ich was subseq�aently contracted ta two program partners (Tarrant Cau�ty
Samaritan Mouse, Inc. and A]DS Ouireach Center) �Far deli�ery of ser�ices #o eligible iow-income
c4ients. Due to a �ariety of program changes, approxirr�ately 1�41% of these funds remain unexpended.
Tarrant County Samaritan House, Inc. (Samaritan Hause} requested to use th� unexpended balance
of $200,OOfl.04 in HOPWA grant funds for impro�e�-nents and the rehabili#ation of th�ir fi0 Singfe
Room Occupancy (SRO) Facility located at 929 Herrrphill Street, Fort Worth, 7exas, 761 Q4. The
facility houses persons who are at risk for hameiessness and who are HIVIAI�S positive. Intensive on-
file://IC:/Usei•slRamireM/AppData/Locall"I'e�np/8FNDFOEP.htm 4/2712Q21
M&C Review
Page 2 of 3
site case management, including substance abuse counseling, nut�itious meals, prEventi�� health
care and related su�portive ser�ices are pravided to residents. Aside from minor repairs caused by
normal wear and tear, individual units at the SRO Facili#y ha�e not been updated since 2006 v�hen it
was reno�ated along with the build-out of The Vfllages at Sarr�aritan Hause. In 2018, the Samaritan
House SRO Facility completed a rehabilitation project t�at focused on the outside and common areas
of the building, including the reconstruction and construction of sidewalks, replacement of fences,
selecti�e doors and hardwa�e, windows, ceiling tile, flooring, and exterior an� interiar painfing. This
project also included re-keying of doors, upgrades to the grease trap, i�staflatian of new exterior and
interior light fix�ures, replacement of water heafers, and installatian of a security system. In addition, a
dryer room was construct�d and a raom was modified to create a heat room to pro�ide facilities for
eliminating pests. The rehabilitation wark funded thraugh ihis loan wifl be focused on updating the
individual li�ir�g units by providing upgrades to each of fihe 60 Samaritan House SR� units including
painting, repair and replacement of flooring and bathroom and iighting upgrades. The changes to the
SRO units are necessary ta sddress barri�rs that the fenants face, bofh physicaliy and rnentally.
Additionafly, updates to systems in the unit, such as replacing broken ba#hroom fixtures and shower
doors, will ensure fhe safety af the ienants, reduce waste, and prevent prop�rty damage inside the
units.
Funding from #his ioan will help pra�ide shelter and supporti�e services ta individuals who are
HiVIAIDS positi�e in the City who are af-risk for I�qmelessness and in need of services to ensure #heir
wel[being. The units are avaiiable to HOPWA eligible hauseholds earning $Ol% or less o� area median
ir�come. The expenditure af HOPWA funds for the �roposed work in the SRO facility is an e[igible
acti�ity in #he HOPWA grant and funds can be pro�ided in the form of a forgi�able ioan.
Stai# recomr�ends fhe execution o� a contract with Samaritan House for a fargivable loan of HOPWA
funds in ti�e amount of $200,000.00 under the following terrns and conditions:
HOPWA Cantract and HOPWA Loan Terms:
1. Contrac� �erm of one year(s} comm�ncing on the c[a�e of exeeution with the option for two
one-year extensions;
2. Payment of the HOPWA funds, if required, and per�ormance of the HOPWA requirerrtents wil
be secured by a Deed of Trust and other loan documents;
3. The [oan s�all be subordinate only to cons�ruction/permanent fi�ancing for the project;
4, f�o interest will be charged on the loan unless Samaritan House defaults under the te�-ms of
t�e loan documen�s or the contract;
5. Loan term to commence on daCe of executior� of loan dacuments and end ak the termination
af the three year perforrnance period;
b. Laan will be fargiven if a�l HOPWA requirements a�d terrns and conditions of the loan
documents and contraet have be�n met;
7. Units must remain afFordable in accordance with the contracr and federal requirements
during the three year perfiormance period; and
8. Samaritan Ho�se must provide on-si�e tenant supportive services during the perfarmance
period as detailed in the contract.
7he expenditure of HOPWA funds is conc�itioned upon fhe following:
1. Satisfactory completion of an environmenta[ review, pursuant to 24 CFR Part 58;
2. Receipt oF authorization ta use grant funds frorn HUD; and
3. Com�letion of the project by April 30, ZOZ2,
Staff reco�nmends that City Counci[ approve amendments to the City's 2019-2020 Action Plan, and
authorize the expenditure of $200,000.00 in NOPWA funds for the rehabilitation of the Single Room
Occupancy Facility. A public comment period on the change in use of these HOPWA funds was held
from March 5, 2021 to April 5, 2Q21. Any comments are maintained by the Neighborhood Services
Department in accordance with federal regufations.
file:11/C:lUserslRamireM/AppData/Local/Teinp/8F'NDFOEP.htan 4/27/2Q21
M&C Review
�age 3 of 3
The Action Pian funding years selected may vary and be substituted based on the principfe of first in,
first out {FIF4) in order to expend oldest grant funds first. The funds may be used for any eligible costs
related to this praject.
The rehabi[itation funded thraugl� #�is loan will help pro�ide sfable housing and supportive services #o
individuals who are HIVIAiDS positive in the Cify who are at-risk for homelessness and in need af
these �ital services to ensure their wellbeing. The City's contract a�d loan doc�ments will ensure that
that public purpose will be carried out.
The project is located in COUNCIL DISTRICT 9.
FISCAL INFORMATIONlC�RTIFICAT[ON:
The Director of Finance certifies thaf upon appro�al of the abo�e recommendations and the execution
of the agreement, funds will be available in the current operafing budget, as appropnated, in the
Grants Operating Federal Fund. Neighborhood Services (and Financial Managm�nt Services) will be
resppansible for the coElection and deposit of furtds due io the City. Prior to an expenditure being
inc�rred, the Neighborhood Services Department has the responsibility to validate the availability of
funds. This is a reimbursement grani.
TO
F�nd Depar#m�r�t Account
fD
FROM
Fund Departrnent Account
Ip
Project
ID
Program � Acti�ity
8udget Reference #
Year (Chartfield 2
Amount
Project
IR
Submltted for City Manager's Office by:
Originating Department Head:
Additional Informa#ion Cantact:
ATTACHMENTS
SamaritanHouse 929 Hemphill.pdf
Program � Acti�ity
Budget Reference #
Year (Chartfield 2'
Fernando Costa (6122)
V�ctor T. Turner (8187)
Vic�or T. Turner {8187)
mount
file://IC:/Users/Ramii-eM/�ppData/Local/�l'emp/8FNDFOEP.ht��1 412712021