HomeMy WebLinkAboutContract 44670 (2)CITY SECRETARY
CONTRACT NO.
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 North Texas Area Community Health Centers, Inc., a
Texas non-profit corporation (hereafter "Developer"). City and Developer may be
referred to individually as a "Party" and jointly as "the Parties".
The Parties state as follows:
WHEREAS, City receives grant monies from the United States Department of
Housing and Urban Development through the Community Development Block Grant
("CDBG") Program, Catalog of Federal Domestic Assistance No. 14.218;
WHEREAS, a national objective of the CDBG Program is to benefit low and
moderate income families in accordance with 24 CFR Part 570.200 (a) (2);
WHEREAS, in 2000 the Mitchell Boulevard Development Corporation acquired
2909 Mitchell Boulevard and constructed a commercial building to be used as a
neighborhood retail center using CDBG funds as part of a Model Blocks Neighborhood
Revitalization Program, but was unable to finish out the interior of the building. The
corporation, which had changed its name to Texas Community Development
Corporation, dissolved in 2007 and deeded its properties, including 2909 Mitchell
Boulevard, to the City in lieu of repayment of the federal funds (M&C G-15622);
WHEREAS, Developer provides comprehensive primary and preventative health
services for children and adults regardless of ability to pay for services and is Tarrant
County's only federally qualified community health center;
WHEREAS, on November 16, 2010, the City Council approved the sale of 2909
Mitchell Boulevard to Developer for use as a community health center to be known as the
Southeast Community Health Center to serve low and moderate income individuals in
southeast Fort Worth (M&C L-15099). On March 8, 2011, the City Council approved an
award of $67,600.00 of CDBG program income to Developer for part of the cost of
finishing out the building (M&C C-24766), and on October 18, 2011 approved the sale
of an adjacent lot to Developer for use as a driveway for the health center (M&C L-
15269). Developer's performance of its agreement with the City to open and operate the
health center was secured by a Deed of Trust to Secure Performance;
WHEREAS, Developer now operates the health center in a temporary location in
southeast Fort Worth and has raised funds to finish out the interior of the building, but
there is a funding gap. Developer proposes to use CDBG funds to finish out the building
located at 2909 Mitchell Boulevard as the permanent location of the Southeast
Community Health Center which will benefit low and very low income City citizens.
OFFICIAL RECORD
CITY SECRETARY
1'. I ORTIM. TX
PECEIVED JUL 31 2013
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:
Area Median Income or AMI means the median family income for the Fort Worth -
Arlington metropolitan statistical area as established annually by HUD.
Business Diversity Enterprise Ordinance or BDE means the City's Business Diversity
Ordinance, Ordinance No. 20020-12-2011.
CDBG means Community Development Block Grant.
CDBG Eligible Client means a client whose annual income adjusted for family size does
not exceed 80% of AMI using the most current HUD Income Guidelines and Technical
Guidance for Determining Income and Allowances. The definition of annual income to
determine client income eligibility shall be the definition contained in 24 CFR Part 5.609,
as amended from time to time.
CDBG Funds means the CDBG grant funds supplied by City to Developer under the
terms of this Contract.
CDBG Regulations means regulations found at 24 CFR Part 570 et seq.
CDBG Requirements means the finish -out of the building located on the Property, the
operation of a health clinic in the building throughout the Performance Period, and
meeting the National Objective throughout the Performance Period.
City Requirements means that the health clinic must serve 50 patients per quarter
(including CDBG Eligible Clients) and that Developer must use its best efforts to create
10 new jobs at the health clinic by the 5th year of the Performance Period.
Client Documentation means any documentation allowed under the definition of annual
income in 24 CFR Part 5.609 sufficient to show that a client is a CDBG Eligible Client.
Client Documentation may include but is not limited to pay check stubs, Social Security
statements, W-2 forms, and/or payments in lieu of earnings (unemployment).
Complete Documentation means the following documentation as applicable:
• Attachments I and II, with supporting documentation as follows:
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o Proof of expense: copies of timesheets, invoices, leases, service
contracts or other documentation showing that payment is due by
Developer.
o Proof of payment: cancelled checks, bank statements, or wire
transfers necessary to demonstrate that amounts due by Developer
were actually paid by Developer.
• Other documentation: (i) final lien releases signed by the general
contractor or subcontractors, if applicable; (ii) copies of all City peiiiiits
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, vendor or
subcontractor eligibility as described in Section 6.6; and (v) any other
documents or records reasonably necessary to verify costs spent for the
Proj ect.
Completion means the substantial completion of the building located on the Property as
evidenced by a HED Department Minimal Acceptable Standard Inspection Report, a
HUD Compliance Inspection Report and any other applicable final inspection approval
from the City.
Completion Deadline means December 31, 2013.
DBE means disadvantaged business enterprise in accordance with 49 CFR Part 26.
Deed of Trust means the deed of trust from Developer in favor of City covering the
Property and securing the indebtedness evidenced therein and Developer's performance
of the requirements of this Contract and of the CDBG Regulations. The form of the Deed
of Trust is attached as Exhibit "E" — Loan Documents.
Director means the Director of the City's Housing and Economic Development
Department.
Effective Date means the date this Contract is fully executed by the Parties as shown on
the signature page.
HED Department means the City's Housing and Economic Development Department.
HUD means the United States Department of Housing and Urban Development.
IDIS means HUD's Integrated Disbursement Information System.
Loan Documents means security instruments, including without limitation the
Promissory Note and Deed of Trust, or any other similar instruments evidencing,
securing or guaranteeing City's interest in the project and further evidencing, securing, or
guaranteeing Developer's performance of the CDBG Requirements and the City
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Requirements during the Performance Period, as the same may from time to time be
extended, amended, restated, supplemented or otherwise modified.
National Objective means at least 51% of the patients served during the Performance
Period by Developer at the clinic located on the Property must have incomes at or below
80 % of AMI.
Performance Period means the 5 year period beginning at the Completion of the
Required Improvements during which Developer will fulfill the City Requirements and
the CDBG Requirements, including meeting the National Objective, and comply with all
other terms and conditions of this Contract.
Promissory Note means the note in the amount of the CDBG Funds executed by
Developer payable to the order of City. The form of the Promissory Note is attached as
Exhibit "E" — Loan Documents.
Property means the land on which the Required Improvements shall be constructed as
more particularly described in and encumbered by the Deed of Trust.
Reimbursement Request means all reports and other documentation described in
Section 10.
Required Improvements or the project means all the improvements to the Property for
a health clinic to be 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 improvements. The Required Improvements will be commonly known as the
Southeast Community Health Center. The street address of the project is 2909 Mitchell
Boulevard, Fort Worth, TX 76105.
3. TERM.
3.1 Term of Contract.
The term of this Contract begins on the Effective Date and terminates in 1 year
unless earlier terminated as provided in this Contract.
3.2 Term of Loan.
The term of the Loan shall commence on the date of the Promissory Note and
terminates at the expiration 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 CDBG Funds.
City shall provide up to One Hundred Seventy Thousand Two Hundred Twenty -
Six and No/100 Dollars ($170,226.00) of CDBG Funds in the form of a forgivable
deferred payment loan to Developer to complete the construction of the Required
Improvements under the teiins and conditions described herein ("Loan").
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4.2 City Will Monitor.
City will monitor the activities and performance of Developer and any of its
contractors or subcontractors throughout the Performance Period, but no less than
annually.
5. DUTIES AND RESPONSIBILITIES OF DEVELOPER.
5.1 Required Improvements.
Developer will complete the Required Improvements as described in Exhibit "A"
— Project Summary in accordance with the schedule set forth in Exhibit "C" —
Construction and Reimbursement Schedule and with the terms and conditions of this
Contract,.
5.2 Use of CDBG Funds.
5.2.1. Compliance with CDBG Regulations and Contract.
Developer shall be reimbursed for eligible project costs with CDBG Funds only if
City determines in its sole discretion that:
5.2.1.1 Costs are eligible expenditures in accordance with CDBG
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 is submitted by Developer.
5.2.2. Budget.
Developer agrees that CDBG Funds will be paid in accordance with Exhibit "B"
— Budget and Exhibit "C" — Construction and Reimbursement Schedule. Developer
may not increase or decrease line item amounts in the Budget without the Director's prior
written approval, which approval shall be in the Director's sole discretion.
5.2.3 Change in Proiect 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 CDBG Funds to supplement
rather than supplant funds otherwise available for the project.
5.3 Payment of CDBG Funds to Developer.
CDBG Funds will be disbursed to Developer upon City's approval of Developer's
Reimbursement Requests, including submission of Complete Documentation to City in
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compliance with Section 10. It is expressly agreed by the Parties that any CDBG Funds
not reimbursed to Developer upon completion of the Required Improvements shall
remain with City.
5.4 Identify Proiect Expenses Paid with CDBG Funds.
Developer will keep accounts and records in such a manner that City may readily
identify and account for project expenses reimbursed with CDBG Funds. These records
shall be made available to City for audit purposes and shall be retained as required
hereunder.
5.5 Acknowled2ement of City Payment of CDBG Funds.
Within 90 days of Completion, Developer shall sign an acknowledgement that
City has paid all CDBG Funds due under this Contract, or shall deliver a document
executed by an officer of Developer identifying all or any portion of the CDBG Funds
that City has not paid to Developer. Once City has met all of its obligations for payment
of CDBG 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
the CDBG Requirements, the City Requirements and any of Developer's other
obligations hereunder; Developer shall execute the Loan Documents and record the Deed
of Trust encumbering the Property prior to having any materials delivered to the Property
or commencing any work on the Required Improvements. No CDBG Funds will be paid
or reimbursed until the Loan Documents are executed and the Deed of Trust is recorded.
5.6.1 Loan Terms and Conditions.
Developer will be required to:
5.6.1.1 Execute the Promissory Note and Deed of Trust, along with
any other Loan Documents required by City.
5.6.1.2 Provide City with a Mortgagee's Policy of titla ingurana
the amount of the Loan.
5.6.1.3 Pay all costs associated with closing the Loan.
5.6.1.4 At least 1 biarinaag day before closing, provide City with an
estimated settlement statement.
5.6.1.5 Ensure City's lien is in first lien position unless otherwise
approved in writing by City. City must approve in writing
any secured financing that is to be subordinate to the Loan.
5.6.1.6 The term of the Loan shall be as specified in Section 3.2.
5.6.1.7 The public facility located on the Property and finished out
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with the CDBG Funds must benefit CDBG Eligible Clients
during the Performance Period.
5.6.1.8 The Loan is a forgivable deferred payment loan. Repayment
of the CDBG Funds will only be required if Developer does
not meet the CDBG Requirements or the City Requirements,
or does not otherwise comply with the terms of this Contract,
the Loan Documents or the CDBG Regulations.
5.6.1.9 Early repayment of the Loan shall not relieve Developer of
its obligations under this Contract or the CDBG Regulations
including but not limited to the CDBG Requirements, the
City Requirements, and any other CDBG Program
requirements. The Deed of Trust shall secure both
repayment of the CDBG Funds and performance by
Developer of its obligations under this Contract and the
CDBG Regulations during the Performance Period.
5.6.1.10
Failure by Developer to comply with this Section 5.6 will be
an event of default under this Contract and the Loan
Documents.
5.7 CDBG Requirements and City Requirements.
Developer shall ensure that the CDBG Requirements and City Requirements are
met throughout the Performance Period. If Developer fails to meet the CDBG
Requirements or City Requirements, 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 Developer's failure to meet the CDBG Requirements or City Requirements 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 CDBG grant or other
federal grant funds. Therefore, the Parties agree that payment under this Section of 10%
of the Loan amount by Developer to City is liquidated damages and not a penalty.
5.8 CDBG Requirements and City Requirements Survive Transfer.
Any sale or transfer of the Property during the Performance Period, excluding a
transfer due to condemnation or to obtain utility services, will require that the new owner
or transferee assume in writing Developer's obligations under this Contract including the
CDBG Requirements and the City Requirements. Failure of the new owner or transferee
to assume all of Developer's obligations under this Contract will result in termination of
the Contract and any CDBG Funds already paid to Developer must be repaid to City
within 30 days of termination under this Section. If such sale or transfer takes place after
the termination of this Contract but before the end of the Performance Period, the new
owner or transferee must assume all of Developer's obligations under this Contract that
survive its termination as set forth herein including but not limited to the CDBG
Requirements and City Requirements. If the new owner or transferee does not assume
Developer's surviving obligations hereunder, then the CDBG Funds must be repaid to
City within 30 days of written notice by City or City may pursue any of its remedies
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under this Contract or the Loan Documents.
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 of the Required Improvement until
City sends a Notice to Proceed. Developer's failure to meet the Construction Schedule
shall be an event of default. Developer may not change the Construction Schedule
without the Director's prior written approval, which approval shall be in the Director's
sole discretion.
6.1.1 Construction Inspections.
The construction of the Required Improvements must pass a HED Department
Minimal Acceptable Standard Inspection report, a HUD Compliance Inspection Report
and any other applicable HUD -required inspections during the construction period, along
with any applicable final inspection approval from the City at the completion of
construction of the Required Improvements.
6.2 Applicable Laws, Building Codes and Ordinances.
All plans, specifications and construction for the Required Improvements shall (i)
conform to all applicable Federal, state, City and local laws, ordinances, codes, rules and
regulations, including the CDBG Regulations; (ii) meet all City building codes; (iii) be
certified as meeting the Energy Conservation requirements as required by the State of
Texas in Chapter 11 of the International Residential Code; (iv) if new construction, must
conform to the Model Energy Code published by the Council of American Building
Officials; and (v) must pass a HUD Compliance Inspection Report and inspection by
City's HED Department inspectors.
6.3 Property Standards During Construction.
Developer shall comply with the requirements as relates to City's property
standards as well as all applicable accessibility standards for the Required Improvements.
Developer shall comply with the requirements of Section 570.614 of the CDBG
Regulations prescribing standards for the design, construction or alteration of any
building or facility intended to be accessible to the public or which may result in the
employment of handicapped persons therein.
6.4 Lead -Based Paint Requirements.
If applicable, Developer will comply with Federal lead -based paint requirements
including lead screening in housing built prior to 1978 in accordance with 24 CFR Part
570.608 and 24 CFR Part 35, subparts A, B, J, K, M, and R, and the Lead: Renovation,
Repair and Painting Program Final Rule, 40 CFR Part 745, in any construction and/or
rehabilitation of the Required Improvements.
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6.5 Approval of Plans and Specifications by City Not Release of
Responsibility.
Approval of any plans and specifications relating to the Required Improvements
by City shall not constitute or be deemed (i) to be a release of the responsibility or
liability of Developer or any of its contractors or subcontractors, or their respective
officers, agents, employees and lower tier subcontractors, for the accuracy or the
competency of the plans and specifications, including, but not limited to, any related
investigations, surveys, designs, working drawings and specifications or other
documents; or (ii) an assumption of any responsibility or liability by City for any
negligent act, error or omission in the conduct or preparation of any investigation,
surveys, designs, working drawings and specifications or other documents by Developer
or any of its contractors or subcontractors, and their respective officers, agents,
employees and lower tier subcontractors.
6.6 Contractor. Vendor and Subcontractor Requirements.
Developer will use commercially reasonable efforts to ensure that all contractors
or vendors utilized by Developer or subcontractors utilized by Developer's general
contractor are appropriately licensed and such licenses are maintained throughout the
construction of the Required Improvements and during the Performance Period as
applicable. Developer shall ensure that all subcontractors utilized by Developer or
subcontractors utilized by Developer's general contractor in the construction of the
Required Improvements or vendors used by Developer during the Performance Period are
not debarred or suspended from performing the contractor's, subcontractor's or vendor's
work by the City, the State of Texas, or the Federal government. Developer must
confirm that all contractors, subcontractors or vendors are not listed on the Federal
Excluded Parties List System for Award Management, www.sam.gov, and must submit
printed verification of such searches (i) with the first reimbursement request which
includes invoices from any contractor or subcontractor, or (ii) prior to hiring any vendor
during the Performance Period. Failure to submit such proof shall be an event of default.
In the event that City determines that any contractor, subcontractor or vendor has been
debarred, suspended, or is not properly licensed, Developer or Developer's general
contractor shall immediately cause the contractor, subcontractor or vendor to stop work
on the project 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 Federal
System Award Management 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 finish City a complete set of "as built" plans for the Required
Improvements at completion of construction after all final approvals have been obtained.
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7. CDBG REOUIREMENTS; CITY REQUIREMENTS; PROPERTY
STANDARDS DURING PERFORMANCE PERIOD.
7.1 CDBG Requirements.
7.1.1 Income Eligibility.
Developer must use the definition of annual income in 24 CFR 5.609 to establish
income eligibility. Developer shall use the most current HUD Income Guidelines.
Developer shall maintain Client Documentation sufficient to show that a minimum of
51 % of the patients served by the health clinic are CDBG Eligible Clients. Developer
must maintain copies of all such documentation for 5 years following the expiration of
the Performance Period. This Section shall survive the earlier termination or expiration
of this Contract.
7.1.2 Income Verification.
Developer must maintain copies of such Client Documentation as required under this
Contract. City will review Client Documentation on at least an annual basis during the
Performance Period as part of its monitoring. Developer must maintain copies of all such
documentation for 5 years following the expiration of the Performance Period. This
Section shall survive the earlier termination or expiration of this Contract.
7.1.3 Client Demographic Data/Household Characteristics.
Developer shall provide City quarterly with the information about the household
characteristics and income of all of its patients served at the health clinic on Exhibit "G"
— Client Demographic Data Report.
7.2 City Requirements.
7.2.1 Report of Patient Count.
Developer shall report its patient count to City quarterly. The requirement to
serve at least 50 patients per quarter shall be subject to audit by City. Developer agrees
to keep such records as shall reasonably verify its patient count to City's satisfaction and
at City's request, Developer shall provide any documents or records reasonably necessary
for City to verify the patient count. Developer must maintain copies of all such
documentation for 5 years following the expiration of the Performance Period.
Developer may include CDBG Eligible Clients in meeting the 50-patient requirement.
This Section shall survive the earlier termination or expiration of this Contract.
7.2.2 Job Creation.
Developer shall use its best efforts to create 10 new jobs at the health clinic by the
5th year of the Performance Period. Develop shall provide City with an annual
employment report that sets forth information as to any new jobs created during the 12
month period covered by the report. This annual report must be received by City on or
before the 15`I' day of the month following the end of the 12 months covered by the
report. In the event that the 15th day of the month falls on a weekend or City holiday, the
report shall be due the next business day. At City's request, Developer shall provide any
documents or records reasonably necessary for City to verify the job creation. Developer
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must maintain copies of all such documentation for 5 years following the expiration of
the Performance Period. This Section shall survive the earlier termination or expiration
of this Contract.
7.3 Property Standards During Performance Period.
Developer shall ensure that the project is maintained in accordance with all
applicable City and HUD property standards for the duration of the Performance Period,
which at a minimum shall be those property standards required by City codes and
regulations and the CDBG Regulations. Developer will allow City to make on -site
inspections of the health clinic to verify maintenance of the project if City requests such
an inspection; provided however, City has no obligation to inspect the premises.
8. ADDITIONAL REQUIREMENTS.
Developer agrees to comply with all requirements of the CDBG Program as stated
in the CDBG Regulations, including, but not limited to the following:
8.1 Environmental Review.
Funds will not be paid, and costs cannot be incurred until City has conducted and
completed an environmental review as required by 24 CFR Part 58. The environmental
review may result in a decision to proceed with, modify, or cancel the project. Further,
Developer will not undertake or commit any funds to physical or choice limiting actions
including if applicable property acquisition, demolition, movement, rehabilitation,
conversion, repair or construction prior to the environmental clearance. Any violation of
this provision will (i) cause this Contract to terminate immediately; (ii) require Developer
to repay the CDBG Funds to City and forfeit any future payments of CDBG Funds; and
(iii) Developer must pay 10% of the Fund amount 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 CDBG grant or other
federal grant funds. Therefore, the Parties agree that payment under this Section of 10%
of the Loan amount by Developer to City is liquidated damages and not a penalty.
8.1.2 Mitigation.
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 Constitutini Commitment of Funds.
Notwithstanding any provision of this Contract, the Parties agree and
acknowledge that this Contract does not constitute a commitment of CDBG 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.
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8.3. Monitoring.
8.3.1 Developer understands and agrees that it will be subject to monitoring by
City for compliance with the CDBG Regulations for the duration of this Contract and
until the Project is closed in HUD's IDIS system. Developer will provide reports and
access to project files as requested by City for 5 years after closeout of this Contract in
HUD's IDIS system, and will meet all the reporting requirements set out in this Contract.
This Section shall survive the earlier termination or expiration of this Contract.
8.3.2 City, HUD, and the United States Comptroller General or their respective
representatives shall have access during regular business hours, upon 48 hours' prior
notice, to Developer's offices and records that are related to the use of the CDBG Funds
that is the basis of this Contract, and to its officers, directors, agents, employees,
contractors and subcontractors for the purpose of such monitoring.
8.3.3 In addition to other provisions of this Contract regarding frequency of
monitoring, City reserves the right to perform desk reviews or on -site monitoring of
Developer's compliance with the terms and conditions of this Contract and the Loan.
After each monitoring visit, City shall provide Developer with a written report of the
monitor's findings. If the monitoring report notes deficiencies in Developer's
performance, the report shall include requirements for the timely correction of said
deficiencies by Developer. Failure by Developer to take the action specified in the
monitoring report may be cause for suspension or termination of this Contract as
provided herein.
8.4 Compliance with the Uniform Relocation Act.
If applicable, Developer shall comply with the relocation requirements of 24 CFR
Part 580.606 and all other applicable Federal and state laws and City ordinances and
requirements.
8.5 Compliance with Davis -Bacon.
If applicable, Developer and its general contractor and all lower tier
subcontractors will comply with the Davis -Bacon Act as described in Section 15.14 and
Exhibit "H" — Davis -Bacon Requirements - Federal Labor Standards Provisions of
this Contract.
8.6 Developer Procurement Standards.
Developer shall establish procurement procedures to ensure that materials and
services are obtained in a cost effective manner. Developer shall comply with all
applicable federal, state and local laws, regulations, and ordinances for making
procurements under this Contract.
8.7 Copvri2ht 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.
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8. 8 Terms Applicable to Contractors and Subcontractors.
Developer understands and agrees that all terms of this Contract, whether
regulatory or otherwise, shall apply to any and all contractors, subcontractors and vendors
of Developer which are in any way paid with CDBG Funds or who perform any work in
connection with the 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 if applicable its obligations regarding
the CDBG Regulations, the City Requirements and the CDBG Requirements during the
Performance Period. Developer shall monitor the services and work performed by its
contractors, subcontractors and vendors on a regular basis for compliance with the CDBG
Regulations, the City Requirements and the CDBG Requirements as well as the Contract
provisions. Developer must cure all violations of the CDBG 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 CDBG Regulations
and Developer is responsible for such compliance regardless of whether actions taken to
fulfill the requirements of this Contract are taken by Developer or by Developer's
contractors, 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.
8.9 Payment and Performance Bonds.
Subject to the requirements of 24 CFR Part 85.36, Developer shall furnish City
with payment and performance bonds in a form acceptable to City in the amount of the
construction cost for the Required Improvements but not less than $170,226.00.
8.10 Cost Principles/Cost Reasonableness.
Developer shall administer its use of the CDBG Funds in compliance with OMB
Circular A-122, "Cost Principles for Non -Profit Organizations", as amended from time to
time. The allowability of costs incurred for performance rendered shall be determined in
accordance with OMB Circular A-122 as supplemented by the provisions of this
Contract.
8.11 Accounting Standards.
Developer agrees to comply with OMB Circular A-110, "Uniform Administrative
Requirements for Grants and Agreements with Institutions of Higher Education,
Hospitals and other Non -Profit Organizations", and agrees to adhere to the accounting
principles and procedures required therein, utilize adequate internal controls, and
maintain necessary source documentation for all costs incurred.
8.12 Uniform Administrative Requirements.
Developer will comply with the Uniform Administrative Requirements set forth
in 24 CFR Part 570.502, or any reasonably equivalent procedures and requirements that
City may require.
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9. RECORD KEEPING, REPORTING AND DOCUMENTATION
REOUIREMENTS; 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 Client Documentation. Developer will maintain all records and documentation
related to this Contract for 5 years after the expiration of the Performance Period. If any
claim, litigation, or audit is initiated before the expiration of the 5 year period, the records
must be retained until all such claims, litigation or audits have been resolved.
9.1.2 Access to Records.
City and any duly authorized officials of the federal government will have full
access to, and the right to examine, audit, excerpt and/or transcribe any of Developer's
records pertaining to all matters covered by this Contract throughout the Performance
Period and for 5 years thereafter. Such access shall be during regular business hours and
upon at least 48 hours' prior notice.
9.2 Reports.
Developer will submit to City all reports and documentation described in this
Contract, in such form as City may prescribe. Developer may also be required to submit
a final performance and financial report if required by City at the termination of this
Contract and/or the termination of the Loan in such form and within such times as City
may prescribe. Failure to submit any report or documentation described in this Contract
to City shall be an event of default of this Contract and City may exercise all of it
remedies for default under this Contract and Loan Documents.
9.3 Change in Reporting Requirements and Forms.
City retains the right to change reporting requirements and forms at its discretion.
City will notify Developer in writing at least 30 days prior to the effective date of such
change, and the Parties shall execute an amendment to the Contract reflecting such
change if necessary.
9.4 Audit.
9.4.1 Entities that Expend $500,000 or more in Federal Funds Per Year.
All non-federal entities that expend $500,000 or more in Federal funds within one
year, regardless of the source of the Federal award, must submit to City an annual audit
prepared in accordance with specific reference to OMB Circular A-133. The audit shall
cover the Developer's fiscal years during which this Contract is in force. The audit must
be prepared by an independent certified public accountant, be completed within 6 months
following the end of the period being audited and be submitted to City within 30 days of
its completion. Developer's audit certification is attached hereto as Exhibit "D" —
"Audit Certification Form" and "Audit Requirements". The Audit Certification Foiui
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must be submitted to City within 60 days of the end of period being audited (Developer's
fiscal year). Entities that expend less than $500,000 a year in Federal funds are exempt
from Federal audit requirements for that year, but records must be available for review or
audit by appropriate officials of the Federal Developer, City, and General Accounting
Office.
9.4.2 Citv Reserves the RiEht to Audit.
City reserves the right to perform an audit of Developer's project operations and
finances at any time during the term of this Contract or during the Performance Period, if
City determines that such audit is necessary for City's compliance with the CDBG
Regulations or other City policies, and Developer agrees to allow access to all pertinent
materials as described herein. If such audit reveals a questioned practice or expenditure,
such questions must be resolved within 15 business days after notice to Developer of
such questioned practice or expenditure. If questions are not resolved within this period,
City reserves the right to withhold further funding under this and/or future contract(s)
with Developer. IF AS A RESULT OF ANY AUDIT IT IS DETERMINED THAT
DEVELOPER HAS FALSIFIED ANY DOCUMENTATION OR MISUSED,
MISAPPLIED OR MISAPPROPRIATED CDBG FUNDS OR SPENT CDBG
FUNDS ON ANY INELIGIBLE ACTIVITIES, DEVELOPER AGREES TO
REIMBURSE CITY THE AMOUNT OF SUCH MONIES PLUS THE AMOUNT
OF ANY SANCTIONS, PENALTY OR OTHER CHARGE LEVIED AGAINST
CITY BY HUD BECAUSE OF SUCH ACTIONS.
10. REIMBURSEMENT REQUIREMENTS.
Developer shall provide City with Complete Documentation and the following
reports as shown in EXHIBIT "F" — REIMBURSEMENT FORMS with each
Reimbursement Request:
10.1 Attachment I — Invoice.
This report shall contain the amount requested for reimbursement in the submitted
request, and the cumulative reimbursement requested to date (inclusive of the current
request). This report must be signed by an authorized signatory of Developer. By signing
Attachment I, Developer is certifying that the costs are valid, eligible, and consistent
with the teiuis and conditions of this Contract, and the data contained in the report is true
and correct.
10.2 Attachment II — Expenditure Worksheet.
This report shall itemize each expense requested for reimbursement by Developer.
In order for this report to be complete the following must be submitted:
10.2.1 Invoices for each expense with an explanation as to how the expense
pertains to the project, if necessary; and
10.2.2 Proof that each expense was paid by Developer, which proof can be
satisfied by cancelled checks, wire transfer documentation, paid receipts or other
appropriate banking documentation.
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10.3. Deadline for Submitting Reimbursement Reauests.
All Reimbursement Requests along with Complete Documentation shall be
submitted by Developer to City within 60 days from each of the deadlines as shown in
Exhibit "C" — Construction and Reimbursement Schedule.
10.3 Withholding Payment.
CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT ON ANY
REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 30 DAYS
OFTHE COMPLETION DEADLINE. In addition, Developer's failure to timely
submit Reimbursement Requests and Complete Documentation along with any
required reports shall be an event of default.
11. DEFAULT AND TERMINATION.
11.1 Failure to Begin or Complete the Required Improvements
11.1.1 If Developer fails to begin construction on the Required Improvements
within 30 days of the execution of this Contract, the Contract shall automatically
terminate without further warning or opportunity to cure, and with no penalty or liability
to City.
11.1.2 If City determines that the Required Improvements were not
completed by the Completion Deadline or have failed to pass any of the inspections
described in Section 6.1.1, City shall have the right to terminate this Contract with no
penalty or liability to City, with such termination to be effective immediately upon
written notice. City shall also be entitled to demand repayment of the CDBG Funds and
enforce any of the provisions of the Loan Documents for default.
11.2 Failure to Submit Complete Documentation During Construction.
11.2.1 If Developer fails to submit Complete Documentation during
construction of the Required Improvements or if any report or documentation submitted
as part of Complete Documentation is not in compliance with this Contract or CDBG
Regulations as determined by City, City will notify Developer in writing and the
Developer will have 15 calendar days from the date of the written notice to submit or
resubmit any such report or documentation. If Developer fails to submit or resubmit any
such report or documentation within such time, City shall have the right to withhold
payments. 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 CDBG Funds to Developer during
the period that any such report or documentation is not in compliance with this Contract
or the CDBG Regulations.
11.2.2 If any of Developer's Reimbursement Requests are incomplete or
otherwise not in compliance with this Contract or CDBG Regulations as determined by
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City, Developer shall be in default of this Contract. 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), 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 CDBG Funds to Developer during the period that any such
Reimbursement Request is not in compliance with this Contract or the CDBG
Regulations.
11.2.3 In the event of more than 2 instances of default, cured or uncured,
under Sections Section 11.2.1 or 11.2.2, City reserves the right at its sole option to
teiininate this Contract effective immediately upon written notice of such intent with no
penalty or liability to City.
11.2.4 Notwithstanding anything to the contrary herein, City will not be
required to pay any CDBG Funds to Developer during the period that any
Reimbursement Requests, reports or documentation are past due or are not in compliance
with this Contract or the CDBG Regulations, or during any period during which
Developer is in default of this Contract.
11.2.5. In the event of termination under this Section 11.2, all CDBG 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 CDBG Funds already paid
to Developer must be repaid to City within 30 days of termination under this Section.
Failure to repay such CDBG Funds will result in City exercising all legal remedies
available to City under this Contract and the Loan Documents.
11.3 Failure to Maintain or Submit Required Reports and
Documentation 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 maintained or submitted report or
documentation is not in compliance with this Contract or the CDBG Regulations as
determined by City, City will notify Developer in writing and the Developer will have 15
calendar days from the date of the written notice to obtain or recreate the missing records
and documentation, or submit or resubmit any such report or documentation to City. If
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 CDBG Funds
paid to Developer must be repaid to City within 30 days of termination under this
Section. Failure to repay such CDBG Funds will result in City exercising all legal
remedies available to City under this Contract and the Loan Documents.
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11.4 In General.
Subject to Sections 11.1, 11.2 and 11.3, and unless specifically provided
otherwise in this Contract, Developer shall be in default under this Contract if Developer
breaches any term or condition of this Contract. In the event that such a breach remains
uncured after 30 calendar days following written notice by City (or such other notice
period as may be specified herein) or, if Developer has diligently and continuously
attempted to cure following receipt of such written notice but reasonably required more
than 30 calendar days to cure, as determined by both Parties mutually and in good faith,
City shall have the right to elect, in City's sole discretion, to terminate this Contract
effective immediately upon written notice of such intent to Developer, or to pursue any
other legal remedies available to City. In the event of termination under this Section
11.4, all CDBG 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
CDBG Funds already paid to Developer must be repaid to City within 30 days of the
termination. Failure to repay such CDBG Funds will result in City exercising all legal
remedies available to City under this Contract and the Loan Documents.
11.5 No Funds Disbursed while in Breach.
Developer understands and agrees that no CDBG Funds will be paid to Developer
until all defaults are cured to the satisfaction of City.
11.6 No Compensation After Date of Termination.
In the event of termination, Developer shall not receive any compensation for
work undertaken after the date of the termination.
11.7 Rithts 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 early termination of the Contract.
11.8 Waiver of Breach Not Waiver of Subseuuent 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.
11.11.1 City may terminate this Contract in the event of Developer's default,
inability, or failure to perform subject to notice, grace and cure periods. In the event City
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terminates this Contract for cause, all CDBG 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 CDBG Funds already paid to Developer must be
repaid to City within 30 days of termination. Failure to repay such CDBG Funds will
result in City exercising all legal remedies available to City under this Contract or the
Loan Documents.
11.11.2 Developer may terminate this Contract if City does not provide the
CDBG Funds substantially in accordance with this Contract.
11.11 Termination for Convenience.
In terminating in accordance with 24 C.F.R. 85.44 this Contract may be
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 teiinination conditions, includingthe effective date and in the case of
partial termination, the portion to be terminated; or
11.11.2 By the Developer upon written notification to City, setting forth the
reasons for such termination, the effective date, and in the case of partial termination, the
portion to be terminated. In the case of a partial termination, if City determines that the
remaining portion of the Contract to be performed or CDBG Funds to be spent will not
accomplish the purposes for which the Contract was made, City may terminate the
Contract in its entirety.
11.12 Dissolution of Developer Terminates Contract.
In the event Developer is dissolved or ceases to exist, this Contract shall
terminate. In the event of termination under this Section, all CDBG Funds are subject to
repayment and/or City may exercise all of its remedies under this Contract and the Loan
Documents.
12. REPAYMENT OF FUNDS.
All CDBG Funds are subject to repayment in the event the project does not meet the
requirements as set out in this Contract or in the CDBG Regulations, including but not
limited to meeting the National Objective. If Developer takes any action that results in
the City being required to repay all or any portion of the CDBG 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, whether or not repayment
of all or any portion of the CDBG Funds to HUD is required of City, Developer
agrees it will pay City 10% of the CDBG 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 CDBG 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.
If ownership of the Developer or the project materially changes after the date of this
Contract, City may but is not obligated to, terminate this Contract. City has 30 days to
make such determination after receipt of notice from Developer and failure to make such
determination will constitute a waiver. In the event of termination under this Section 13,
all CDBG 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
CDBG 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, tenants,
clients, licensees or invitees.
14.2 Doctrine of Respondeat Superior.
The doctrine of respondeat superior shall not apply as between City and
Developer, its officers, members, agents, servants, employees, contractors,
subcontractors, tenants, clients, licensees or invitees, and nothing herein shall be
construed as creating a partnership or joint enterprise between City and Developer. City
does not have the legal right to control the details of the tasks performed hereunder by
Developer, its officers, members, agents, employees, contractors, subcontractors,
licensees or invitees.
14.3 Developer Property.
City shall under no circumstances be responsible for any property belonging to
Developer, its officers, members, agents, employees, contractors, subcontractors, tenants,
clients, licensees or invitees that may be lost, stolen or destroyed or in any way damaged
and DEVELOPER HEREBY INDEMNIFIES AND HOLDS HARMLESS CITY
AND ITS OFFICERS, AGENTS, AND EMPLOYEES FROM ANY AND ALL
CLAIMS OR SUITS PERTAINING TO OR CONNECTED WITH SUCH
PROPERTY.
14.4 Religious Organization.
No portion of the CDBG Funds shall be used in support of any sectarian or
religious activity. In addition, there must be no religious or membership criteria for
clients of a CDBG-funded service.
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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 government 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 Severabilitv.
The provisions of this Contract are severable, and, if for any reason a clause,
sentence, paragraph or other part of this Contract shall be determined to be invalid by a
court or Federal or state agency, board or commission having jurisdiction over the subject
matter thereof, such invalidity shall not affect other provisions which can be given effect
without the invalid provision.
14.8 Written Agreement Entire Contract.
This written instrument and the Addendums, Attachments, and Exhibits attached
hereto, which are incorporated by reference and made a part of this Contract for all
purposes, constitute the entire agreement by the Parties concerning the work and services
to be performed under this Contract. Any prior or contemporaneous oral or written
agreement, which purports to vary the terms of this Contract, shall be void. Any
amendments to the terms of this Contract must be in writing and must be executed by
each Party to this Contract.
14.9. Paragraph Headings for Reference Only, No Legal Significance.
The paragraph headings contained herein are for convenience in reference to this
Contract and are not intended to define or to limit the scope of any provision of this
Contract.
14.10 Compliance With All Applicable Laws and Regulations.
Developer agrees to comply fully with all applicable laws and regulations that are
currently in effect or that are hereafter amended during the performance of this Contract.
Those laws include, but are not limited to:
➢ CDBG Regulations found in 24 CFR Part 570.
➢ Title I of the Housing and Community Development Act of 1974, as amended,
(42 USC 5301 et seq.)
➢ Title VI of the Civil Rights Act of 1964 (42 U.S.C. Sections 2000d et seq.)
including provisions requiring recipients of federal assistance to ensure
meaningful access by person of limited English proficiency
➢ The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C.
Sections 3601 et seq.)
➢ Executive Orders 11063, 11246 as amended by 11375 and 12086 and as
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supplemented by Department of Labor regulations 41 CFR, Part 60
> The Age Discrimination in Employment Act of 1967
➢ The Age Discrimination Act of 1975 (42 U.S.C. Sections 6101 et seq.)
> The Uniform Relocation Assistance and Real Property Acquisition Policies
Act of 1970 (42 U.S.C. Sections 4601 et seq. and 49 CFR Part 24) ("URA")
> Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. Sections 794 et seq.)
and 24 CFR Part 8 where applicable
> National Environmental Policy Act of 1969, as amended, 42 U.S.C. sections
4321 et seq. ("NEPA") and the related authorities listed in 24 CFR Part 58.
> The Clean Air Act, as amended, (42 U.S.C. Sections 1251 et seq.) and the
Clean Water Act of 1977, as amended (33 U.S.C. Sections 1251 et seq.) and
the related Executive Order 11738 and Environmental Protection Agency
Regulations at 40 CFR Part 15. In no event shall any amount of the assistance
provided under this Contract be utilized with respect to a facility that has
given rise to a conviction under the Clean Air Act or the Clean Water Act.
> Immigration Reform and Control Act of 1986 (8 U.S.C. Sections 1101 et seq.)
specifically including the provisions requiring employer verifications of legal
status of its employees
➢ The Americans with Disabilities Act of 1990 (42 U.S.C. Sections 12101 et
seq.), the Architectural Barriers Act of 1968 as amended (42 U.S.C. sections
4151 et seq.) and the Uniform Federal Accessibility Standards, 24 CFR Part
40, Appendix A
> Regulations at 24 CFR Part 87 related to lobbying, including the requirement
that certifications and disclosures be obtained from all covered persons
➢ Drug Free Workplace Act of 1988 (41 U.S.C. Sections 701 et seq.) and 24
CFR Part 23, Subpart F
> Executive Order 12549 and 24 CFR Part 5.105(c) pertaining to restrictions on
participation by ineligible, debarred or suspended persons or entities
> Section 6002 of the Solid Waste Disposal Act, as amended by the Resource
Conservation and Recovery Act
> Guidelines of the Environmental Protection Agency at 40 CFR Part 247
> For contracts and subgrants for construction or repair, Copeland "Anti -
Kickback" Act (18 U.S.C. 874) as supplemented in 29 CFR Part 5
> For construction contracts in excess of $2,000, and in excess of $2,500 for
other contracts which involve the employment of mechanics or laborers,
Sections 103 and 107 of the Contract Work Hours and Safety Standards Act
(40 U.S.C. 327A 300) as supplemented by 29 CFR Part 5
> Lead -Based Paint Poisoning Prevention Act (42 U.S.C. 4801 et seq.), as
amended by the Residential Lead -Based Paint Hazard Reduction Act of 1992
(42 U.S.C. 4851 et seq.) and implementing regulations at 24 CFR Part 35,
subparts A, B, M, and R
> Uniform Administrative Requirements of 24 CFR Part 85
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14.11 HUD -Assisted Projects and Employment and other Economic
Opportunities: Section 3 Requirements.
14.11.1 Requirement that Law Be Ouoted in Covered Contracts. — Certain
Requirements Pertaining to Section 3 of the Housing and Urban
Development Act of 1968 as Amended (12 U.S.C. Sections 1701 et
seq.) and its Related Re!ulations at 24 CFR Part 135
If the construction of the Required Improvements will cause the creation of new
employment, training, or contracting opportunities on a contractor or subcontractor level
resulting from the expenditure of the CDBG Funds, Developer shall comply with the
following and will ensure that its contractors also comply. If the work performed under
this Contract is on a project assisted under a program providing direct Federal financial
assistance from HUD, Section 3 of 24 CFR 135.38 ("Section 3") requires that the
following clause, shown in italics, be inserted in all covered contracts ("Section 3
Clause"):
Section to be quoted in covered contracts begins:
"A. The work to be performed under this contract is subject to the
requirements of Section 3 of Housing and Urban Development Act of
1968, as amended, 12 U.S.C. section 1701 a (Section 3). The purpose of
Section 3 is to ensure that employment and other economic opportunities
generated by HUD assisted or HUD -assisted programs covered by
Section 3, shall to the greatest extent feasible, be directed to low- and
very -low income persons, particularly persons who are recipients of HUD
assistance for housing.
B. The parties to this contract agree to comply with HUD's
regulations in 24 CFR Part 135, which implement Section 3. As evidenced
by their execution of this contract, the parties to this contract certify that
they are under no contractual or other impediment that would prevent
them from complying with the Part 135 regulations.
C. The contractor agrees to send to each labor organization or
representative of workers with which it has a collective bargaining
agreement or other understanding, if any, a notice advising the labor
organization or workers' representatives of the contractor's commitments
under this Section 3 clause and will post copies of the notice in
conspicuous places at the work site where both employees and applicants
for training and employment positions can see the notice. The notice shall
describe the Section 3 preference, shall set forth minimum number and job
titles subject to hire, availability of apprentice and training positions, the
qualifications for each; and the name and location of the person(s) taking
applications for each of the positions; and the anticipated date the work
shall begin.
D. The contractor agrees that it will include this Section 3 clause in
every subcontract to comply with regulation in 24 CFR Part 135, and
agrees to take appropriate action, as provided in an applicable provision
of the subcontract or in this Section 3 clause, upon finding that the
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subcontractor is in violation of the regulations in 24 CFR Part 135. The
contractor will not subcontract with any subcontractor where it has notice
or knowledge that the subcontractor has been found in violation of
regulations in 24 CFR 135.
E. The contractor will certify that any vacant employment positions,
including training positions that are filed: (1) after the contractor is
selected but before the contract is executed, and (2) with persons other
than those to whom the regulations of 24 CFR Part 135. The contractor
will not subcontract with any subcontractor where it has notice or
knowledge that the subcontractor has been found in violation of
regulations in 24 CFR 135.
F. Noncompliance with HUD's regulation in 24 CFR Part 135 may
result in sanctions, termination of this contract for default, and debarment
or suspension from future HUD assisted contracts.
G. With respect to work performed in connection with Section 3
covered Indian housing assistance, section 7(b) of the Indian Self -
Determination and Education Assistance Act (25 U.S.C. section 450e) also
applies to the work to be performed under this Contract. Section 7(b)
requires that to the greatest extent feasible (i) preference and
opportunities for training and employment shall be given to Indians, and
(ii) preference in the award of contracts and subcontracts shall be given to
Indian organizations and Indian -owned Economic Enterprises. Parties to
this contract that are subject to the provisions of Section 3 and Section
79b) agree to comply with Section 3 to the maximum extent feasible, but
not in derogation of compliance with Section 7(b)."
Section to be quoted in covered contracts ends.
14.11.2 Developer Responsibilities for Section 3 Reauirements.
City and Developer understand and agree that compliance with the provisions of
Section 3, the regulations set forth in 24 CFR Part 135, and all applicable rules and orders
of HUD shall be a condition of the Federal financial assistance provided to the project
binding upon City and Developer, and their respective successors, assigns, contractors
and subcontractors. Failure to fulfill these requirements shall subject Developer and its
contractors and subcontractors and their respective successors and assigns to those
sanctions specified by the grant agreement through which Federal assistance is provided
and to such sanctions as are specified by 24 CFR Part 135. Developer's responsibilities
include:
14.11.2.1 Implementing procedures to notify Section 3 residents
and business concerns about training, employment, and
contracting opportunities generated by Section 3 covered
assistance;
14.11.2.2 Notifying potential contractors working on Section 3
covered projects of their responsibilities;
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14.11.2.3 Facilitating the training and employment of Section 3
residents and the award of contracts to Section 3 business
concerns;
14.11.2.4 Assisting and actively cooperating with the HED
Department in making contractors and subcontractors
comply;
14.11.2.5 Refraining from entering into contracts with contractors
that are in violation of Section 3 regulations;
14.11.2.6 Documenting actions taken to comply with Section 3; and
14.11.2.7 Submitting Section 3 Annual Summary Reports (form
HUD-60002) in accordance with 24 CFR Part 135.90.
14.11.3 Section 3 Reporting Requirements.
In order to comply with the Section 3 requirements, Developer must submit the
forms attached hereto as Exhibit "I" - Section 3 Reporting Forms.
14.11.3.1
Report to the City on a quarterly basis all applicants for
employment, and all applicants for employment by
contractors and any subcontractors. This shall include
name, address, zip code, date of application, and status
(hired/not-hired) as of the date of the report.
14.11.3.2 Advertise available positions to the public for open
competition, and provide documentation to City with the
quarterly report that demonstrates such open
advertisement, in the form of printout of Texas
Workforce Commission posting, copy of newspaper
advertisement, copy of flyers and listing of locations
where flyers were distributed, and the like.
14.11.3.3 Report to the City on a quarterly basis all contracts
awarded by contractors and any subcontractors. This
shall include name of contractor and/or subcontractor,
address, zip code, and amount of award as of the date of
the report.
14.12 Prohibition Against Discrimination.
14.12.1 General Statement.
Developer, in the execution, performance or attempted performance of this
Contract, shall comply with all non-discrimination requirements of 24 CFR 570.607 and
the ordinances codified at Chapter 17, Article III, Division 4 — Fair Housing of the City
Code. Developer may not discriminate against any person because of race, color, sex,
CDBG CONSTRUCTION CONTRACT
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gender, religion, national origin, familial status, disability or perceived disability, sexual
orientation, gender identity, gender expression, or transgender, nor will Developer permit
its officers, members, agents, employees, or project participants to engage in such
discrimination.
This Contract is made and entered into with reference specifically to the
ordinances codified at Chapter 17, Article III, Division 3 - Employment Practices of the
City Code, and Developer hereby covenants and agrees that Developer, its officers,
members, agents, employees and contractors, have fully complied with all provisions of
same and that no employee, or applicant for employment has been discriminated against
under the terms of such ordinances by either or its officers, members, agents, employees
or contractors.
14.12.2 No Discrimination in Emnlovment during the Performance of this
Contract.
During the perfoiliiance of this Contract Developer agrees to the following
provision, and will require that its contractors and subcontractors also comply with such
provision by including it in all contracts with its contractors:
[Contractor or Subcontractor's Namel will not unlawfully discriminate against
any employee or applicants for employment because of race, color, sex, gender, religion,
national origin, familial status, disability or perceived disability, sexual orientation,
gender identity, gender expression or transgender. [Contractor or Subcontractor's
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 or
Subcontractor's Namel agrees to post in conspicuous places, available to employees
and applicants for employment, notices setting forth the provisions of this
nondiscrimination clause.
[Contractor or Subcontractor's Namel will, in all solicitations or
advertisements for employees placed by or on behalf of [ Contractor or Subcontractor's
Namel , state that all qualified applicants will receive consideration for employment
without regard to race, color, sex, gender, religion, national origin, familial status,
disability or perceived disability, sexual orientation, gender identity, gender expression or
transgender.
[Contractor or Subcontractor's Namel covenants that neither it nor any of its
officers, members, agents, employees, or contractors, while engaged in performing this
Contract, shall, in connection with the employment, advancement or discharge of
employees or in connection with the terms, conditions or privileges of their employment,
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discriminate against persons because of their age or because of any disability or
perceived disability, except on the basis of a bona fide occupational qualification,
retirement plan or statutory requirement.
[Contractor or Subcontractor's 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.
14.12.3 Developer's Contractors and ADA.
In accordance with the provisions of the Americans With Disabilities Act of 1990
("ADA"), Developer warrants that it and any of its contractors will not unlawfully
discriminate on the basis of disability in the provision of services to the general public,
nor in the availability, teems and/or conditions of employment for applicants for
employment with, or employees of Developer or any of its contractors. DEVELOPER
WARRANTS IT WILL FULLY COMPLY WITH ADA'S PROVISIONS AND
ANY OTHER APPLICABLE FEDERAL, STATE AND LOCAL LAWS
CONCERNING DISABILITY AND WILL DEFEND, INDEMNIFY AND HOLD
CITY HARMLESS AGAINST ANY CLAIMS OR ALLEGATIONS ASSERTED
BY THIRD PARTIES OR CONTRACTORS AGAINST CITY ARISING OUT OF
DEVELOPER'S AND/OR ITS CONTRACTORS', AGENTS' OR EMPLOYEES'
ALLEGED FAILURE TO COMPLY WITH THE ABOVE -REFERENCED LAWS
CONCERNING DISABILITY DISCRIMINATION IN THE PERFORMANCE OF
THIS CONTRACT.
14.13 Prohibition Against Interest / Conflict of Interest.
14.13.1 Developer shall establish safeguards to prohibit its employees, board
members, advisors and agents from using positions for a purpose that is or gives the
appearance of being motivated by a desire for private gain for themselves or others,
particularly those with whom they have family, business or other ties. Developer shall
disclose to City any conflict of interest or potential conflict of interest described above,
immediately upon discovery of such.
14.13.2 No persons who are employees, agents, consultants, officers or elected
officials or appointed officials of City or of Developer who exercise or have exercised
any functions or responsibilities with respect to activities assisted with CDBG Funds or
who are in a position to participate in a decision -making process or gain inside
information with regard to these activities may utilize CDBG services, may obtain a
financial interest or benefit from a CDBG-assisted activity, or have an interest in any
contract, subcontract or agreement with respect thereto, or the proceeds thereunder, either
for themselves or those with whom they have family or business ties, during their tenure
or for 1 year thereafter, unless they are accepted in accordance with the procedures set
forth at 24 CFR 570.611.
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14.13.3 Developer affirms that it will adhere to the provisions of the Texas
Penal Code which prohibits bribery and gifts to public servants.
14.13.4 In the procurement of property and services by Developer, the conflict
of interest provisions of 24 CFR Part 85.36 and 24 CFR Part 84.42, respectively, shall
apply. In all cases not governed by those sections, the provisions of 24 CFR 570.611 of
the CDBG Regulations shall apply.
14.14 Labor Standards.
14.14.1 As applicable, Developer agrees to comply with the requirements of
the Secretary of Labor in accordance with the Davis -Bacon Act (40 U.S.C. 276a-7) as
amended, the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C.
327 et seq.) and all other applicable Federal, state and local laws and regulations
pertaining to labor standards insofar as those acts apply to the performance of this
Contract. Developer agrees to comply with the Copeland Anti -Kick Back Act (18 U.S.C.
874 et seq.) and its implementing regulations of the United .States Department of Labor
at 29 CFR Part 5. Developer shall maintain documentation that demonstrates compliance
with hour and wage requirements of this Contract and CDBG Regulations. Such
documentation shall be made available promptly to City for review upon request.
14.14.2 Developer agrees that, where required by the CDBG Regulations, all
contractors engaged under contract for construction, renovation or repair work financed
in whole or in part with Funds, shall comply with Federal requirements adopted by City
pertaining to such contracts and with the applicable requirements of the regulations of the
Department of Labor under 29 CFR Parts 1, 3, 5 and 7 governing the payment of wages
and ratio of apprentices and trainees to journey workers; provided that, if wage rates
higher than those required under these regulations are imposed by state or local law,
nothing hereunder is intended to relieve Developer of its obligation, if any, to require
payment of the higher wage. Developer shall cause or require to be inserted in full, in all
such contracts subject to such regulations, provisions meeting the requirements of this
paragraph.
14.14.3 If Davis -Bacon is applicable, Developer shall provide City access to
employee payrolls, contractor and subcontractors payrolls and other wage information for
persons performing construction of the Development. Payrolls must be submitted to the
HED Department with each Reimbursement Request, and must be available to HED
Department staff upon request. In addition, Developer shall ensure that City will have
access to employees, contractors and subcontractors and their employees in order to
conduct onsite interviews with laborers and mechanics. Developer shall inform its
contractors and subcontractors that City staff and/or Federal agencies may conduct
periodic employee wage interview visits during the construction of the Required
Improvements 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 to involve Minority Business Enterprises and Small Business
Enterprises and to provide them equal opportunity to compete for contracts for
construction, provision of professional services, purchase of equipment and supplies and
provision of other services required by City. Developer agrees to incorporate the City's
BDE Ordinance, and all amendments or successor policies or ordinances thereto, into all
contracts and subcontracts for procurement $50,000.00 or larger, and will further require
all persons or entities with which it so contracts to comply with said ordinance.
14.15.2 It is national policy to award a fair share of contracts to disadvantaged
business enterprises ("DBEs"), small business enterprises ("SBEs"), minority business
enterprises ("MBEs"), and women's business enterprises ("WBEs"). Accordingly,
affirmative steps must be taken to assure that DBEs, SBEs, MBEs, and WBEs are utilized
when possible as sources of supplies, equipment, construction and services.
14.16 Other Laws.
The failure to list any federal, state or City ordinance, law or regulation that is
applicable to Developer does not excuse or relieve Developer from the requirements or
responsibilities in regard to following the law, nor from the consequences or penalties for
Developer's failure to follow the law, if applicable.
14.17 Assignment.
Developer shall not assign all or any part of its rights, privileges, or duties under
this Contract without the prior written approval of City. Any attempted assignment of
same without approval shall be void, and shall constitute a breach of this Contract.
14.18 Right to Inspect Developer Contracts.
It is agreed that City has the right to inspect and approve in writing any proposed
contracts between Developer, its general contractors, and subcontractors, including any
lower tier subcontractors, engaged in any activity that is funded as a part of the
construction of the Required Improvements prior to any charges being incurred.
14.19 Force Maieure
If Developer becomes unable, either in whole or part, to fulfill its obligations
under this Contract due to acts of God, strikes, lockouts, or other industrial disturbances,
acts of public enemies, wars, blockades, insurrections, riots, epidemics, earthquakes,
fires, floods, restraints or prohibitions by any court, board, department, commission or
Developer of the United States or of any States, civil disturbances, or explosions, or some
other reason beyond such Developer's control (collectively, "Force Majeure Event"), the
obligations so affected by such Force Majeure Event will be suspended only during the
continuance of such event. Developer will give City written notice of the existence,
extent and nature of the Force Majeure Event as soon as reasonably possible after the
occurrence of the event. Failure to give notice will result in the continuance of the
Developer's obligation regardless of the extent of any existing Force Majeure Event.
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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 the CDBG Requirements, the City
Requirements, auditing, monitoring, tenant income eligibility, record keeping and reports,
City ordinances, the provisions of Section 6.6 pertaining to the Federal System Award
Management, or any CDBG requirements, and any default and enforcement provisions
necessary to enforce such provisions, shall survive the termination of this Contract for the
longer of (i) 5years after the termination date of this Contract, or (ii) 5 years after the
termination of the Performance Period, and shall be enforceable by City against
Developer.
15. INDEMNIFICATION AND RELEASE.
DEVELOPER COVENANTS AND AGREES TO INDEMNIFY, HOLD
HARMLESS AND DEFEND, AT ITS OWN EXPENSE, CITY AND ITS
OFFICERS, AGENTS, SERVANTS AND EMPLOYEES FROM AND AGAINST
ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE
AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL
PERSONS, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE
EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR
NONPERFORMANCE OF THIS CONTRACT AND/OR THE OPERATIONS,
ACTIVITIES AND SERVICES OF THE REQUIRED IMPROVEMENTS
DESCRIBED HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN
PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS,
EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY; AND
DEVELOPER HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY
OF CITY AND ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES FOR
ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE
AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL
PERSONS, OF WHATSOEVER KINDS OR CHARACTER, WHETHER REAL
OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE
EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR
NONPERFORMANCE OF THIS CONTRACT AND/OR THE OPERATIONS,
ACTIVITIES AND SERVICES OF THE REQUIRED IMPROVEMENTS
DESCRIBED HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART
BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS,
EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY.
DEVELOPER LIKEWISE COVENANTS AND AGREES TO AND DOES
HEREBY INDEMNIFY AND HOLD HARMLESS CITY FROM AND AGAINST
ANY AND ALL INJURY, DAMAGE OR DESTRUCTION OF PROPERTY OF
CITY, ARISING OUT OF OR IN CONNECTION WITH ALL ACTS OR
OMISSIONS OF DEVELOPER, ITS OFFICERS, MEMBERS, AGENTS,
EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, INVITEES,
LICENSEES, OR PROJECT PARTICIPANTS, OR CAUSED, IN WHOLE OR IN
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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, as a charitable or nonprofit organization, has or claims an immunity or
exemption (statutory or otherwise) from and against liability for damages or injury,
including death, to persons or property, Developer hereby expressly waives its rights to
plead defensively such immunity or exemption as against City. This Section shall not be
construed to affect a governmental entity's immunities under constitutional, statutory or
common law.
17. INSURANCE AND BONDING.
Developer will maintain blanket fidelity coverage in the form of insurance or bond in the
amount of $170,226.00 to insure against loss from the fraud, theft or dishonesty of any of
Developer's officers, agents, trustees, directors or employees. The proceeds of such bond
shall be used to reimburse City for any and all loss of CDBG Funds occasioned by such
misconduct. To effectuate such reimbursement, such fidelity coverage shall include a
rider stating that reimbursement for any loss or losses thereunder shall name the City as a
Loss Payee.
Developer shall furnish to City in a timely manner, but not later than the Effective Date,
certificates of insurance as proof that it has secured and paid for policies of commercial
insurance as specified herein. If City has not received such certificates by the Effective
Date, Developer shall be in default of the Contract and City may, at its option, terminate
the Contract.
CDBG CONSTRUCTION CONTRACT
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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
Non -Profit Organization Liability or Directors & Officers Liability (if ao nlicable)
$1,000,000 Each Occurrence
$1,000,000 Annual Aggregate Limit
Business Automobile Liability Insurance
$1,000,000 each accident on a combined single -limit basis, or
$ 250,000 Property Damage
$ 500,000 Bodily Injury per person per occurrence
$2,000,000 Aggregate
Insurance policy shall be endorsed to cover "Any Auto", defined as autos owned, hired and
non -owned. 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.
CDBG CONSTRUCTION CONTRACT
North Texas Area Community Health Centers, Inc.
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Developer will submit to City documentation that it has obtained insurance coverage and
has executed bonds as required in this Contract prior to payment of any monies provided
hereunder.
Where applicable, insurance policies required herein shall be endorsed to include City as
an additional insured as its interest may appear. Additional insured parties shall include
employees, officers, agents, and volunteers of City.
The Workers' Compensation Insurance policy shall be endorsed to include a waiver of
subrogation, also referred to as a waiver of rights of recovery, in favor of City.
Any failure on part of City to request certificate(s) of insurance shall not be construed as
a waiver of such requirement or as a waiver of the insurance requirements themselves.
Insurers of Developer's insurance policies shall be licensed to do business in the state of
Texas by the Department of Insurance or be otherwise eligible and authorized to do
business in the state of Texas. Insurers shall be acceptable to City insofar as their
financial strength and solvency and each such company shall have a current minimum
A.M. Best Key Rating Guide rating of A: VII or other equivalent insurance industry
standard rating otherwise approved by City.
Deductible limits on insurance policies shall not exceed $5,000 per occurrence unless
otherwise approved by City.
In the event there are any local, federal or other regulatory insurance or bonding
requirements for the Project, and such requirements exceed those specified herein, the
former shall prevail.
Developer shall require its contractors to maintain applicable insurance coverages, limits,
and other requirements as those specified herein; and, Developer shall require its
contractors to provide Developer with certificate(s) of insurance documenting such
coverage. Also, Developer shall require its contractors to have City and Developer
endorsed as additional insureds (as their interest may appear) on their respective
insurance policies.
Developer shall require its general contractor to maintain builders risk insurance at the
value of the construction.
18. Certification Regarding Lobbying.
The undersigned representative of Developer hereby certifies, to the best of his or her
knowledge and belief, that:
No Federal appropriated funds have been paid or will be paid, by or on
behalf of Developer, to any person for influencing or attempting to
influence an officer or employee of any Developer, a member of
Congress, an officer or employee of Congress in connection with the
CDBG CONSTRUCTION CONTRACT
North Texas Area Community Health Centers, Inc.
Page 33
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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 Developer, 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 Developer, filed against Developer in conjunction
with this Contract, the Required Improvements or the project. Developer shall furnish
immediately to City copies of all pertinent papers received by Developer with respect to
such action or claim. Developer shall provide a notice to City within 10 days upon filing
under any bankruptcy or financial insolvency provision of law.
20. Notice.
All notices required or permitted by this Contract must be in writing and are deemed
delivered on the earlier date of the date actually received or the third day following
deposit in a United States Postal Service post office or receptacle; with proper postage,
certified mail return receipt requested; and addressed to the other Party at the address set
out below or at such other address as the receiving Party designates by proper notice to
the sending Party.
City:
City Attorney's Office
Attn: Vicki Ganske
1000 Throckmorton Street
Fort Worth, TX 76102
Telephone: 817-392-7600
CDBG CONSTRUCTION CONTRACT
North Texas Area Community Health Centers, Inc.
Page 34
Rev 7-29-13
Copy to:
Housing and Economic Development Department
1000 Throckmorton Street
Fort Worth, TX 76102
Attention: Assistant Director
Telephone: 817-392-7540
Copy to:
Housing and Economic Development Department
City of Fort Worth
1000 Throckmorton Street
Fort Worth, TX 76102
Attention: Project Coordinator
Telephone: 817- 3 92-63 42
Developer:
North Texas Area Community Health Centers
2100 N. Main Street Suite 109
Fort Worth, Texas 76164
Attn: Dr. Elizabeth Trevino, CEO
Phone: 817-546-6478
Copy to:
North Texas Area Community Health Centers
2100 N. Main Street Suite 109
Fort Worth, Texas 76164
Attention: Jerry Pyron, CFO
Phone: 817-546-6478
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. COUNTERPARTS.
This Contract may be executed in multiple counterparts, each of which shall be
considered an original, but all of which shall constitute one instrument.
[SIGNATURES APPEAR ON NEXT PAGE]
CDBG CONSTRUCTION CONTRACT
North Texas Area Community Health Centers, Inc.
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EXECUTED as of the last date indicated below by the Parties' signatures.
/�it/Secretary
c%M&C: C-24766
Date: 3/8/2011
M&C: C-26220
Date: 5/7/2013
APP
:OVED AS00 o
TH
�� FQ CITY�� T dOR�
r "• w n*p0[Jp0 �
000A$ernando Costa, Assistant City Manager
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OR
fir' 7/30 /!3
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A'Y:
Vicki Ganske, Senior Assistant City Attorney
STATE OF TEXAS
COUNTY OF TARRANT
This instrument was acknowledged before
Fernando Costa, Assistant City Manager of
Fort Worth.
.,,,,� 4
;,.g� PU �� EVONIA DANIELS
,� Notary Public, State of Texas
- My Commission Expires
July 10, 2017
STATE OF TEXAS
COUNTY OF TARRANT
DEVELOPER:
NORTH TEXAS AREA COMMUNITY
HEALTH CEN R. I
By: kt0
Dr. Elizabethi Trevino, CEO
Date: -1 1,�0 115
me on JLi lii c ,2013 by
the City of For Worth, on behalf the City of
41414.42.4
Notary Public, State of Texas
This instrument was acknowledged before me on 7 -,.30 , 2013 by
Dr. Elizabeth Trevino, the Chief Executive Officer of North Texas Area Community
Health Centers, Inc. a Texas non-protit corporation, on behalf of said corporation.
�� ��t
"4. Notary Public, State of "Texas
1
OF CDEIG CONSTI 4A1jt% \ACT
North Texas Area Cotii{itlithk'-1ealth Centers, Inc.
Pa e36
OFFIka440l313
CITY SECRETARY
1F11, ttnnTrr•1 TX
EXHIBIT "A"
PROJECT SUMMARY - SCOPE OF WORK
NORTH TEXAS AREA COMMUNITY HEALTH CENTERS, INC.
DESCRIPTION:
The North Texas Area Community Health Centers, Inc. ("Developer") will use Community
Development Block Grant ("CDBG") funds for a portion of the costs to finish out an
approximately 6,000 square foot building located at 2909 Mitchell Boulevard, Fort Worth TX
76105. Developer acquired 2909 Mitchell Boulevard and 2604 Strong Avenue in order to
relocate the Southeast Community Health Center that now operates at a temporary location at
3212 Miller Avenue.
Developer will be entitled to make Reimbursement Requests as defined in the Contract until 30
days after the Completion Deadline.
In consideration for CDBG funds provided through this Contract, Developer agrees to provide
the following information and meet the following requirements:
• Once every quarter submit Exhibit "G" - Client Demographic Data Report regarding
the household income, size, race, ethnicity, gender of head of household, disability status,
and income for all patients served.
• Meet the CDBG Requirements by finishing the building and operating the clinic
throughout the Performance Period in order to meet the National Objective (at least 51%
of the patients served during the Performance Period must have incomes at or below 80 %
of AMI).
• Meet the City Requirements by serving at least 50 patients per quarter and using its best
efforts to create 10 new jobs at the clinic by the 5th year of the Performance Period.
• Submit to City a copy of its annual audit during the Performance Period.
SPECIFIC PURPOSE:
The specific purpose of this project is to increase the availability of quality, accessible, affordable
health care for low and moderate income City residents in southeast Fort Worth.
PROJECT OBJECTIVES:
The Developer will finish out a vacant commercial building which will be utilized as health
center to provide health services to low to moderate income residents in southeast Fort Worth.
CDBG CONSTRUCTION CONTRACT — EXHIBITS
North Texas Area Community Health Centers, Inc. -
EXHIBIT "A-1"
2013 HUD INCOME LIMITS
NORTH TEXAS COMMUNITY HEALTH CENTERS, INC.
2013 Median Family Income — Fort Worth/Arlington, TX* l
1 Person 2 Persons 3 Persons 4 Persons 5 Persons 6 Persons 7 Persons 8 Persons
30%AMI $13,850 $15,800 $17,800 $19,750 $21,350 $22,950 $24,500 $26,100
50% AMI $23,050 $26,350 $29,650 $32,900 $35,550 $38,200 $40,800 $43,450 I
80% AMI $36,900 $42,150 $47,400 $52,650 $56,900 $61,100 $65,300 $69,500 I
*Income limits are established and published at least annually by HUD.
CDBG CONSTRUCTION CONTRACT — EXHIBITS
North Texas Area Community Health Centers, Inc. -
EXHIBIT "A-2"
ENVIRONMENTAL MITIGATION ACTION
NORTH TEXAS COMMUNITY HEALTH CENTERS, INC.
NONE REQUIRED
CDBG CONSTRUCTION CONTRACT — EXHIBITS
North Texas Area Community Health Centers, Inc. -
EXHIBIT "B"
BUDGET
NORTH TEXAS AREA COMMUNITY HEALTH CENTERS, INC.
SOURCES AND USES
Development Name: Southeast Community Health Center
Source # Funding Description
1 Conventional Loan
2 Conventional Loan/FHA
Conventional Loan/Letter of
3 Credit
4 HOME
5 Housing Trust Fund
6 CDBG
7 Mort.a.e Revenue Bonds
Historic Tax Credit Syndication
8 Proceeds
9 USDA/ TXRD Loan(s)
10 Other Federal Loan or Grant
11 Other State Loan or Grant
12 Local Government Loan or Grant
13 Private Loan or Grant
14 Cash Equity
In -Kind Equity/Deferred
15 Developer Fee
TOTAL SOURCES OF FUNDS
TOTAL USES OF FUNDS
Priority of Construction or Rehab. Loan Permanent Loan
Lien Stage Amt.
Stage Amount Financing Participants
1
$170,226.00
$306,590.00
City of Fort Worth
Capital
Contributions
$478,816.00
CDBG Funds Budget
Flooring/Mechanical/Trim $50,000.00
Sheet Rock /Interior Trim/Paint $100,226.00
Final Punch List $20,000.00
TOTAL $170,226.00
CDBG CONSTRUCTION CONTRACT — EXHIBITS
North Texas Area Community Health Centers, Inc. -
EXHIBIT "C"
CONSTRUCTION SCHEDULE
NORTH TEXAS AREA COMMUNITY HEALTH CENTERS, INC.
Activity
CDBG Funds
PHASE I ACTIVITIES: Contract signed $0
Pre -Development Soft Costs
• Pre -Construction Activities
• Project Planning Activities
• Legal Fees
■ Architectural and Engineering Fees
• Appraisal Fees
• Loan Application Fees
PHASE I COMPLETE
by: July 31.2013
PHASE II ACTIVITIES:
• Sheetrock
• Electrical
• Interior Trim / Paint
• Interior Finishes
$100,226.00
PHASE II COMPLETE by:
November 15.2013
Contractor/subcontractor/vendor searches under the Federal System for
Award Management (www.sam.aov) must be submitted prior to any
reimbursement under this Phase.
First Payment**
$100,226.00
Hard Construction Costs
PHASE III ACTIVITIES: ■ Flooring
• Mechanical
PHASE III COMPLETED by:
Decemberl. 2013
■ Final Trim and Fixtures
Contractor/subcontractor/vendor searches under the Federal System for
Award Management (www.sam.eov) must be submitted prior to any
reimbursement under this Phase.
Second Payment**
$25,000.00
$25,000.00
$50,000.00*
CDBG CONSTRUCTION CONTRACT — EXHIBITS
North Texas Area Community Health Centers, Inc. -
FINAL PAYMENT
PHASE
FINAL PAYMENT PHASE
COMPLETED
By: December 31, 2013
TOTAL CDBG FUNDS
■ Punch List / Final Inspections by HED Inspectors
■ Construction Completed
Final Payment**
*Developer will be reimbursed for eligible expenses only. The amounts are estimates and are subject to change.
$20,000.00*
$20,000.00*
$170,226.00*
**Developer must submit Reimbursement Requests and Complete Documentation to City within 60 days from each of the deadlines above 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.
CDBG CONSTRUCTION CONTRACT — EXHIBITS
North Texas Area Community Health Centers, Inc. -
EXHIBIT "D"
AUDIT REQUIREMENTS
NORTH TEXAS AREA COMMUNITY HEALTH CENTERS, INC.
CITY OF FORT WORTH HOUSING AND ECONOMIC DEVELOPMENT DEPARTMENT
AUDIT REQUIREMENTS
Organizations expending $500,000 or more in federal awards (from City of Fort Worth and other funding
sources) during their fiscal years shall obtain either an annual single audit or a program specific audit.
Organizations may have a program specific audit in accordance with OMB Circular A-133, or other standard
set forth in the Contract if applicable, if they expended funds for only one federal program as listed in the
Catalog of Federal Domestic Assistance (CFDA). If funds are spent for more than one federal program, a
single audit is required. The audited time period is the organization's fiscal year, and not the City of Fort
Worth's funding period.
The audit shall be conducted by a certified public accountant (CPA) that is licensed at the time of the audit
by the appropriate regulatory body. The CPA shall meet all of the general standards concerning
qualifications, independence, due professional care and quality control as required by Government Auditing
Standards, including the requirements for continuing professional education and external peer reviews.
Auditor selection must adhere to federal procurement requirements.
A separate supplementary schedule of revenues, expenditures and changes in fund balance for each City
of Fort Worth contract is no longer required. The Schedule of Expenditures of Federal Awards should list
City of Fort Worth 's contract numbers, the total expended for each individual federal program, and the
CFDA number (OMB A-133 § .310).
The independent auditor's report should include all of the relevant items listed on the "Audit Report
Checklist." Additional guidance on the conduct and reporting of these audits is contained in the latest issuance
of the following publications:
Government Auditing Standards issued by the Comptroller General of the United States, 2003
OMB Circular A-133 as revised 6/30/97 and amended June 2003
OMB Circular A-133 Compliance Supplement
AICPA's Statement of Position 98-3, "Audits of States, Local Governments, and Not -for -Profit Organizations
Receiving Federal Awards"
Various AICPA audit guides for nonprofits, colleges and universities and health and welfare organizations
AICPA's Audit Risk Alert "State and Local Governmental Developments"
Government Auditing Standards by the Texas Department of Housing and Community Affairs for Properties
Receiving Low Income Housing Tax Credits
All organizations that receive a City of Fort Worth award must submit the provided Audit Certification Form
which certifies whether you are subject to a single/program audit. Organizations receiving federal awards
from the City of Fort Worth who are not required to have an audit shall certify in writing to the agency.
The organization's Chief Executive Officer or Chief Financial Officer shall make the certification within
60 days of the end of the organization's fiscal year in the year that the project was completed.
The following items should be submitted to the City of Fort Worth Housing and Economic Development
Department within the required timeframe:
CDBG CONSTRUCTION CONTRACT — EXHIBITS
North Texas Area Community Health Centers, Inc.
Due 60 days after organization's fiscal year end in the year that the project was completed: (required for all
subrecipients)
Completed Audit Certification Form
Due within the earlier of 30 days after receipt of the auditor's report or nine months after the end of the audit
period.
Two copies of the entire audit report issued by the CPA
Two copies of any management letter issued by the CPA in conjunction with the audit report
Two copies of management's comments on all findings, recommendations, & questioned
costs contained in the audit report and management letter, including a detailed corrective
action plan
Failure to submit any of these items by the required due date may result in holds on current draw
requests, suspension of the organization's contract(s) and eligibility for future funding.
If the organization does not meet the requirements of having a single/program audit conducted, records
must still be kept available for review or audit by City of Fort Worth staff (OMB A-133 Subpart B Sec 200(d).
If additional information is needed concerning the audit requirements, please call (817) 392-6141.
CDBG CONSTRUCTION CONTRACT — EXHIBITS
North Texas Area Community Health Centers, Inc.
CITY OF FORT WORTH
HOUSING AND ECONOMIC DEVELOPMENT DEPARTMENT
SINGLE AUDIT REPORT CHECKLIST
The Department developed this checklist to help organizations improve the quality and completeness of
audit reports.
General Purpose or Basic Financial Statements of the Organization Opinion/Report on Organization's Financial
Statements in accordance with Government Auditing Standards
Notes to the General Purpose or Basic Financial Statements of the Organization
A Schedule of Expenditures of Federal Awards, including the Department's contract numbers, the total
expended for the federal program, and the CFDA number (OMB A-133 Subpart C Sec 310).
Opinion/Report on Schedule of Expenditures of Federal and State Awards
Report on Compliance and on Internals Control Over Financial Reporting Based on an Audit of Financial
Statements Performed in Accordance With Government Auditing Standards. (OMB A-133 § 505 (b))
Report on Compliance with Requirements Applicable to Each Major Program and Internal Control over
Compliance in Accordance with OMB Circular A-133. (OMB A-133 § 505 (c))
Schedule of Findings and Ouestioned Costs (OMB A-133 §. 505d), including: Summary Schedule of Prior Audit
Findings reporting the status of all findings included in the prior audit's schedule of findings and questioned
costs. (OMB A-133 Sec. 315 (a) and (b))
Corrective Action Plan including (OMB A-133 Sec. 315 (c)) name of person responsible for the corrective
action, corrective action planned, anticipated completion date, and explanation and reason if auditee
does not agree with findings or believes correction is not required.
All reports are signed and dated by the auditor
Two copies of the audit reports are submitted
Two copies of the management letter, if issued in conjunction with the audit report. Two copies of
comments by management concerning all findings and recommendations included in
management letter, including a corrective action plan.
CDBG CONSTRUCTION CONTRACT — EXHIBITS
North Texas Area Community Health Centers, Inc.
CITY OF FORT WORTH HOUSING AND ECONOMIC DEVELOPMENT DEPARTMENT
Audit Certification Form
Subrecipient:
Fiscal Year Ending: / /
Month Day Year
❑ We have exceeded the federal expenditure threshold of $500,000. We will have our Single Audit or
Program Specific Audit completed and will submit the audit report within nine (9) months after the end of the
audited fiscal year.
E We did not exceed the $500,000 federal expenditure threshold required for a Single Audit or a Program
Specific Audit to be performed this fiscal year. (Fill out schedule below)
Must be filled out if Single Audit or Program Audit is not required:
Federal Grantor
Federal Expenditure Disclosure
Pass Through
Grantor
Federal Funds
Program Name &
CFDA Number
Total Federal Expenditures for this Fiscal Year $
Contract
Number
Printed Name Title (Must be CFO, CEO or equivalent)
Authorized Signature (Must be CFO, CEO or equivalent) Phone Number Date
Expenditures
Failure to submit this or a similar statement or failure to submit a completed single audit package as
described in the audit requirements by the required due date will result in suspension of funding and will affect
eligibility for future funding.
Submit this form to the City of Fort Worth Housing and Economic Development Department within 60 days after the end of your
Fiscal year
CDBG CONSTRUCTION CONTRACT — EXHIBITS
North Texas Area Community Health Centers, Inc.
EXHIBIT "E"
LOAN DOCUMENTS
NORTH TEXAS AREA COMMUNITY HEALTH CENTERS, INC.
CDBG CONSTRUCTION CONTRACT — EXHIBITS
North Texas Area Community Health Centers, Inc.
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL
PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE
FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT
TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR
RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER
OR YOUR DRIVER'S LICENSE NUMBER.
Deed of Trust
Security Agreement - Financing Statement
HOME Funds
Terms
Date: July , 2013
Grantor: North Texas Area Community Health Centers, Inc.., a Texas non-profit
corporation
Grantor's Mailing Address:
North Texas Area Community Health Centers, Inc.,
2100 N. Main Street, Suite 109
Fort Worth, TX 76164
Attention: Dr. Elizabeth Trevino, CEO
With a copy to°'
North Texas ArCommunity Health Centers, Inc.,
2100 N. Main Street,, Suite'109
Fort Worth, TX 76164
Attention: Jerry Pyron, C 'FO
Trustee: Vicki S. Ganske or Leann D. Guzman
Trustee's Mailing Address:
City Attorney's Office
City of Fort Worth
1000 Throckmorton St.
Fort Worth TX 76102
Tarrant County
Lender: City of Fort Worth, a Texas municipal corporation
Lender's Mailing Address:
City of Fort Worth
Housing and Economic Development Department
DEED OF TRUST — CDBG FUNDS
North Texas Area Community Health Centers, Inc.
Page 1
Rev. 7-29-13
Attention: Assistant Director
1000 Throckmorton Street
Fort Worth, Texas 76102
Tarrant County
Loan Authority:
The loan evidenced by this Note (the "Loan") is being made pursuant to grant
monies from the United States Department of Housing and Urban Development
("HUD") under Title I of the Housing and Community Development Act of 1974,
as amended, 42 USC 5301 et seq. for utilization in connection with its
Community Development Block Grant ("CDBG Program") and the Community
Development Block Grant Entitlement Program Regulations, as amended, 24
CFR Part 570 et seq. (the "CDBG Regulations") with CDBG funds.
Obligations
Note
Date: July , 2013
Original Principal Amount: $170,226.00�'
Borrower: North Texas Area Community Health Centers, Inc.
Lender: City of Fort Worth
Terms of Payment: As provided in the Note
Maturity Date: As described therein and>i the Contract (as defined
below)
In addition, ..Obligation shall include compliance by Grantor with the
requirements o he CDBG Program more particularly described in Section F.
below.
Property (including any improvements):
Lots N, 0, P, Q, and R, Black 8 Wesleyan Hills, an Addition to the City of Fort
Worth, Tarrant County, Texas; According to the Plat Recorded in Volume 388-E,
Page 31, Plat Records, Tarrant County, Texas
Lots K2 and M2, Block 8, Wesleyan Hills, an Addition to the City of Fort Worth,
Tarrant County, Texas, According to the Plat Recorded in Volume 388-E, Page
31, Plat Records, Tarrant County, Texas
commonly known as 2909 Mitchell Boulevard, Fort Worth TX 76105
Together with the following personal property:
All fixtures, supplies, building materials, and other goods of every nature
now or hereafter located, used, or intended to be located or used on the
Property;
All plans and specifications for development of or construction of
improvements on the Property;
DEED OF TRUST — CDBG FUNDS
North Texas Area Community Health Centers, Inc.
Page 2
Rev. 7-29-13
All contracts and subcontracts relating to the construction of
improvements on the Property;
All accounts, contract rights, instruments, documents, general intangibles,
and chattel paper arising from or by virtue of any transactions relating to
the Property;
All permits, licenses, franchises, certificates, and other rights and
privileges obtained in connection with the Property;
All proceeds payable or to be payable under each policy of insurance
relating to the Property; and
All products and proceeds of the foregoing.
Notwithstanding any other provision in this Deed/of Trust, the term "Property"
does not include personal effects used primarily for `°personal, family, or
household purposes.
In addition to creating a deed -of -trust lien on the Property described, Grantor also
grants to Lender a security interest in all of the above -described personal property
pursuant to and to the extent permitted by the Texas Uniform Commercial Code.
Prior Liens: None
Other Exceptions to Conveyance and Warranty:
Easements, rights -of -way, and prescriptivve'ri whether of record or not; all
presently recorded and validly existing recorded instruments other than
conveyances of the surface fee estate'°that affect the Property; liens described in
this Deed of Trust; and taxes for the curen year.
For value received and to secure performance of the Obligations, Grantor conveys
the Property to Trustee.. in trust. Grantor warrants and agrees to defend the title to the
Property subject to the Other Exceptions to Conveyance and Warranty. On performance
of the Obligations includi4 payment of the Loan and all other amounts secured by this
Deed of Trust4and performance of the requirements of the CDBG Program, this Deed of
Trust will haven further effect, and Lender will release it at Grantor's expense.
Clauses and Covenants
A. Grantor's Obligations
Grantor agrees to-
1. keep the Property in good condition and repair;
2. pay all taxes and assessments on the Property before delinquency, and not
authorize a taxing entity to transfer its tax lien on the Property to anyone other than
Lender;
DEED OF TRUST — CDBG FUNDS
North Texas Area Community Health Centers, Inc.
Page 3
Rev. 7-29-13
3. defend title to the Property subject to the Other Exceptions to Conveyance
and Warranty and preserve the lien's priority as it is established in this Deed of Trust;
34 obey all laws, ordinances, and restrictive covenants applicable to the
Property;
5. maintain all insurance coverages with respect to the Property, revenues
generated by the Property, and operations on the Property that Lender reasonably requires
("Required Insurance Coverages"), issued by insurers and written on policy forms
acceptable to Lender, and deliver evidence of the Required Insurance Coverages in a
form acceptable to Lender at least 10 days before the expiration of the Required
Insurance Coverages.
6.
Coverages;
keep any buildings occupied as.required by the Required Insurance
7. obey all laws, ordinances, and restr etive covenants applicable to the
Property;
8. if the lien of this Deed of Trust is not a first lieh,, iay or cause to be paid
all prior lien notes pursuant to their respective terms and abide/by or cause to be abided
by all prior lien instruments; and
9. notify Lender iri t fiting of any change of address.
Grantor agrees note
1.
of Trust.
do or permit anything to be done that will impair the security of this Deed
B. Lender's Rights
1. Lender or Lender's mortgage servicer may appoint in writing a substitute
trustee, succeeding to all rights and responsibilities of Trustee.
2. If the proceeds of the Loan are used to pay any debt secured by prior liens,
Lender is subrogated to all the rights and liens of the holders of any debt so paid.
3. Notwithstanding the terms of the Note to the contrary, and unless
applicable law prohibits, all payments received by Lender from Grantor with respect to
the Obligations or this Deed of Trust may, at Lender's discretion, be applied first to
amounts payable under this Deed of Trust and then to amounts due and payable to Lender
with respect to the Obligations, to be applied to late charges, principal, or interest in the
order Lender in its discretion determines.
DEED OF TRUST — CDBG FUNDS
North Texas Area Community Health Centers, Inc.
Page 4
Rev. 7-29-13
4. If Grantor fails to perform any of Grantor's Obligations under this Deed of
Trust, subject to prior written notice and cure period, Lender may perform those
obligations and be reimbursed by Grantor on demand for any amounts so paid, including
reasonable attorney's fees, plus interest on those amounts from the dates of payment at
the rate stated in the Note for matured, unpaid amounts. The amount to be reimbursed
will be secured by this Deed of Trust.
5. If there is a default on the Obligations or if Grantor fails to perform any of
Grantor's Obligations under this Deed of Trust and the default continues after any
required notice of the default and the time allowed to cure, Lender may -
a.
b.
declare any unpaid principal balance and any earned interest on the
Obligations immediately due;
exercise Lender's rights with respect to rent under the Texas Property
Code as then in effect;
c. direct Trustee to foreclose this lien, in which case Lender or Lender's
agent will cause notice of the foreclosure sale to be given as provided by
the Texas Property Code as then in effect; and;
d. purchase the Property at any foreclosure sale by offering the highest bid
and then have the bid credited on the Obligations.
6. Lender may remedy any default without waiving it and may waive any
default without waiving.anyprior or subsequent default.
C. ,i Trustee's Rights>and Duties
If'directed by Lender to foreclose this lien, Trustee will-
1. either personally or by agent give notice of the foreclosure sale as required
by the Texas Property Code as then in effect;
2. sell and convey all or part of the Property "AS IS" to the highest bidder for
cash with a general warranty binding Grantor, subject to the Prior Lien and to the Other
Exceptions to Conveyance and Warranty and without representation or warranty, express
or implied, by Trustee;
3. from the proceeds of the sale, pay, in this order -
a. expenses of foreclosure, including a reasonable commission to
Trustee;
DEED OF TRUST — CDBG FUNDS
North Texas Area Community Health Centers, Inc.
Page 5
Rev. 7-29-13
b. to Lender, the full amount of principal, interest, reasonable
attorney's fees, and other charges due and unpaid;
c. any amounts required by law to be paid before payment to Grantor;
d. to Grantor, any balance; and
4. be indemnified, held harmless, and defended by Lender against all costs,
expenses, and liabilities incurred by Trustee for acting in the execution or enforcement of
the trust created by this Deed of Trust, which includes all court.andother costs, including
reasonable attorney's fees, incurred by Trustee in defense of „any action or proceeding
taken against Trustee in that capacity.
D. General Provisions
1. If any of the Property is sold under this Deed of Trust, Grantor must
immediately surrender possession to the purchaser. If Grantor fails to do so, Grantor will
become a tenant at sufferance of the purchaser, subject to an action for forcible detainer.
2. Recitals in any trustees deed conveying the Property will be presumed to
be true, absent evidence to the contrary.
3. Proceeding under this Deed of/Trust, = filing suit for foreclosure, or
pursuing any other remedy will not constitutean election -of remedies.
4. This lien will remain superior ito bens later created even if the time of
payment of all or part of the Obligations is extended or part of the Property is released,
unless a subordination agreement is executed by the Lender.
S f If any portion of the Obligations cannot be lawfully secured by this Deed
of Trust, payments will be applied first to discharge that portion.
6. Grantor assigns to Lender all amounts payable to or received by Grantor
from condemnation of all or part of the Property, from private sale in lieu of
condemnation, and fiom,damages caused by public works or construction on or near the
Property. After deducting any expenses incurred, including reasonable attorney's fees and
court and other costs, Lender will either release any remaining amounts to Grantor or
apply such amounts to reduce the Obligations and any excess proceeds shall be paid to
Grantor. Lender will not be liable for failure to collect or to exercise diligence in
collecting any such amounts. Grantor will immediately give Lender notice of any actual
or known threatened proceedings for condemnation of all or part of the Property.
Notwithstanding the above, in the event of any fire or other casualty to the Property
or eminent domain proceedings resulting in condemnation of the Property or any part
thereof, Grantor shall have the right to rebuild the Property, and to use all available
DEED OF TRUST — CDBG FUNDS
North Texas Area Community Health Centers, Inc.
Page 6
Rev. 7-29-13
insurance or condemnation proceeds therefore, provided that (a) such proceeds are sufficient
to keep the Obligations in balance and rebuild the Property in a manner that provides
adequate security to Lender for repayment or performance of the Obligations or if such
proceeds are insufficient then Grantor shall have funded any deficiency, (b) Lender shall
have the right to approve plans and specifications for any major rebuilding and the right to
approve disbursements of insurance or condemnation proceeds for rebuilding under a
construction escrow or similar arrangement, and (c) no material default then exists under the
Loan documents other than attributable to casualty or condemnation. If the casualty or
condemnation affects only part of the Property and total rebuilding is infeasible, then
proceeds may be used for partial rebuilding and partial repayment of the Obligations in a
manner that provides adequate security to Lender for repayment of the remaining balance of
the Obligations, and any excess proceeds shall be paid to Grantor.
7. Grantor assigns to Lender absolutely, not only as collateral, all present and
future rent and other income and receipts from the Property. Grantor may as Lender's
licensee collect rent and other income and receipts as long as Grantor is not in default
with respect to the Obligation or this Deed of Trust. Subject to the terms of the Loan
documents, Grantor will apply all rent and other income,and receipts to payment of the
Obligations and performance of this Deed of Trust, but f the rent and other income and
receipts exceed the amount due with respect to the Obligations and the Deed of Trust,
Grantor may retain the excess. If Grantor defaults in payment''or performance of the
Obligations or performance of this Deed of Trust, Lender may terminate Grantor's license
to collect rent and other income and then as Grantor's agent may rent the Property and
collect all rent and other income and receipts. Lender neither has nor assumes any
obligations as lessor et landlord\with respect to any occupant of the Property. Lender
may exercise Lenders rights = `and remedies under this paragraph without taking
possession of the Prope6, Lender will apply all rent and other income and receipts
collected under this paragraph, as required by the Texas Property Code as then in effect.
Lender is not required to act under this paragraph, and acting under this paragraph does
not waive any of Lender's other rights or remedies.
8. Interest on the debt secured by this Deed of Trust will not exceed the
maximum amount of non -usurious interest that may be contracted for, taken, reserved,
charged, or received under law. Any interest in excess of that maximum amount will be
credited on the principal of the debt or, if that has been paid, refunded. On any
acceleration or required or permitted prepayment, any excess interest will be canceled
automatically as of the acceleration or prepayment or, if already paid, credited on the
principal of the debt or, if the principal of the debt has been paid, refunded. This
provision overrides any conflicting provisions in this and all other instruments
concerning the debt.
9. In no event may this Deed of Trust secure payment of any debt that may
not lawfully be secured by a lien on real estate or create a lien otherwise prohibited by
law.
DEED OF TRUST — CDBG FUNDS
North Texas Area Community Health Centers, Inc.
Page 7
Rev. 7-29-13
10. When the context requires, singular nouns and pronouns include the
plural.
11. The term Note includes all extensions, modifications, and renewals of the
Note and all amounts secured by this Deed of Trust.
12. Grantor agrees to (a) keep at Grantor's address, or such other place as
Lender may approve, accounts and records reflecting the operation of the Property and
copies of all written contracts, leases, and other instruments that affect the Property; (b)
prepare financial accounting records in compliance with generally accepted accounting
principles consistently applied; and (c), at Lender's request on reasonable notice from
time to time, permit Lender to examine and make copies of such books, records,
contracts, leases, and other instruments at any reasonable time.
13. Grantor agrees to deliver to Lender, at Lender's request from time to time,
internally prepared financial statements of Grantor and any guarantor of the Note
prepared in accordance with generally accepted ,accounting principles consistently
applied, in detail reasonably satisfactory to Lender and certified to be materially true and
correct by the chief financial officer of Grantor or its certified public accountant, as
applicable.
14. If Lender orders an appraisal of the Property while a default exists or to
comply with legal requirements affecting Lender, Grantor, at Lender's request, agrees to
reimburse Lender for the reasonable cost of any such appraisal. If Grantor fails to
reimburse Lender for any such appraisal within 20 days of Lender's written request, that
failure is a default under this Deed of Trust.
15. Grantor agrees to allow Lender or Lender's agents to enter the Property
during regular business hours upon at least 48 hours prior notice and inspect it and any
personal ,property in which Lender is granted a security interest by this Deed of Trust.
16. Grantor mayi not sell, transfer, or otherwise dispose of any Property,
whether voluntlly or by operation of law, except for condemnation or to obtain utility
easements, without, the prior written consent of Lender. If granted, consent may be
conditioned upon (a)\the: grantee's integrity, reputation, character, creditworthiness, and
management ability being satisfactory to Lender; and (b) the grantee's executing, before
such sale, transfer, or other disposition, a written assumption agreement containing any
terms Lender may reasonably require, such as a principal pay down on the Obligations,
an increase in the rate of interest payable with respect to the Obligations, a transfer fee, or
any other modification of the Note, this Deed of Trust , or any other instruments
evidencing or securing the Obligations.
Grantor may not cause or permit any Property to be encumbered by any liens,
security interests, or encumbrances other than the liens securing the Obligation and the
liens securing ad valorem taxes not yet due and payable and the Permitted Exceptions
DEED OF TRUST — CDBG FUNDS
North Texas Area Community Health Centers, Inc.
Page 8
Rev. 7-29-13
without the prior written consent of Lender. If granted, consent may be conditioned upon
Grantor's executing, before granting such lien, a written modification agreement
containing any terms Lender may require, such as a principal pay down on the
Obligations, an increase in the rate of interest payable with respect to the Obligations, an
approval fee, or any other modification of the Note, this Deed of Trust, or any other
instruments evidencing or securing the Obligations.
Grantor may not grant any lien, security interest, or other encumbrance (a
"Subordinate Instrument") covering the Property that is subordinate to the liens created
by this Deed of Trust without the prior written consent of Lender:.` If granted, consent
may be conditioned upon the Subordinate Instrument's containing express covenants to
the effect that -
a. the Subordinate Instrument is unconditionally subordinate to this Deed of
Trust;
b. if any action is instituted to foreclose or otherwise enforce the/Subordinate
Instrument, no action may be taken that would terminate any occupancy or
tenancy without the prior written consent of Lender, and that consent, if
granted, may be conditioned in any manner Lender determines;
c. rents, if collected by or fors the holder of the Subordinate Instrument, will
be applied first to the payment ofthe Obligations then due and to expenses
incurred in the ownership, operation, and maintenance of the Property in
any order Lender may determine, before being applied to any indebtedness
secured by the Subordinate Instrument;
written notice of default under the Subordinate Instrument and written
notice 'Of the commencement of any action to foreclose or otherwise
enforce th:.Subordinate Instrument must be given to Lender concurrently
with or in mediately after the occurrence of any such default or
commencement; and
in 'th,e event/of the bankruptcy of Grantor, all amounts due on or with
respectv.to the Obligations and this Deed of Trust will be payable in full
before ,any payments on the indebtedness secured by the Subordinate
Instrument.
d.
e.
Grantor may not cause or permit any of the following events to occur without the
prior written consent of Lender: if Grantor is (a) a corporation, the dissolution of the
corporation or the sale, pledge, encumbrance, or assignment of any shares of its stock; (b)
a limited liability company, the dissolution of the company or the sale, pledge,
encumbrance, or assignment of any of its membership interests; (c) a general partnership
or joint venture, the dissolution of the partnership or venture or the sale, pledge,
encumbrance, or assignment of any of its partnership or joint venture interests, or the
DEED OF TRUST — CDBG FUNDS
North Texas Area Community Health Centers, Inc.
Page 9
Rev. 7-29-13
withdrawal from or admission into it of any general partner or joint venturer; or (d) a
limited partnership, (1) the dissolution of the partnership, (2) the sale, pledge,
encumbrance, or assignment of any of its general partnership interests, or the withdrawal
from or admission into it of any general partner, or (3) except for a limited partnership
interest in a low income housing project, the withdrawal from or admission into it of any
controlling limited partner or partners. If granted, consent may be conditioned upon (a)
the integrity, reputation, character, creditworthiness, and management ability of the
person succeeding to the ownership interest in Grantor (or security interest in such
ownership) being reasonably satisfactory to Lender; and (b) the execution, before such
event, by the person succeeding to the interest of Grantor in the Property or ownership
interest in Grantor (or security interest in such ownership) of a written modification or
assumption agreement containing such terms as Lender may reasonably require, such as a
principal pay down on the Obligations, an increase in the rate of interest payable with
respect to the Obligations, a transfer fee, or any other modification of the Note, this Deed
of Trust, or any other instruments evidencing or wring the Obligations.
17. Grantor agrees not to grant any Enure lief or security interest in the
Property or to permit any future junior encumbrance'tq/be recorded or any existing or
future claim to otherwise become an encumbrance against the Property. If an involuntary
encumbrance is filed against the Property, Grantor agrees within 30 days of actual
notice, to either remove the involuntary encumbrance or insureagainst it or provide a
bond acceptable to Lender against the involuntary encumbrance
18. This Deed of Trust binds, benefits, and may be enforced by the successors
in interest of all parties'.'
19. If Grantor'`4nd Borrower are not the same person, the term Grantor
includes Borrower.
20. Except as may be specifically stated in this Deed of Trust or the Note,
Grantor and each surety, endorser, and guarantor of the Obligations waive all demand for
payment, presentation for payment, notice of intention to accelerate maturity, notice of
acceleration of maturity, protest, and notice of protest, to the extent permitted by law.
21. Grantor agrees to pay reasonable attorney's fees, trustee's fees, and court
and other costs of enforcing Lender's rights under this Deed of Trust if this Deed of Trust
is placed in the hands of an attorney for enforcement.
22. If any provision of this Deed of Trust is determined to be invalid or
unenforceable, the validity or enforceability of any other provision will not be affected.
23. The term Lender includes any mortgage servicer for Lender.
24. The debt and the performance secured by this Deed of Trust is a
nonrecourse obligation of Borrower. Neither Borrower nor any other party shall have
DEED OF TRUST — CDBG FUNDS
North Texas Area Community Health Centers, Inc.
Page 10
Rev. 7-29-13
any personal liability for repayment of the Loan described in the Contract. The sole
recourse of Lender under the Loan documents for repayment of the Loan or performance
of any of the Obligations shall be the exercise of its right against the security for payment
as defined in the Note.
E. Construction Loan Mortgage
1. This Deed of Trust is a "construction mortgage" within the meaning of
Section 9.334 of the Texas Business and Commerce Code. The liens and security
interests created and granted by this Deed of Trust secure an obligation incurred for the
construction or rehabilitation of improvements on land.
2. Grantor agrees to comply with the terms, covenants and conditions of City
Secretary Contract No. between Grantor and, Lender (the "Contract") which
requires the Note and this Deed of Trust. All;, advances made by Lender under the
Contract will be indebtedness of Grantor secured by the liens created by this Deed of
Trust, and such advances are conditioned as provided in the Contract.
3. All amounts disbursed by Lender before completion of the improvements
to protect the security of this Deed of Trust up to the principal amount of the Note will be
treated as disbursements under the Contract :All such amounts'will bear interest from the
date of disbursement at the rate stated in the Note, unless collections from Grantor of
interest at that rate would be contrary to applicable law, n which event such amounts will
bear interest at the rate stated in the Note for matures" unpaid amounts and will be
payable on notice from Lender to Grantor requesting payment.
4. From time to time as Lender deems reasonably necessary to protect
Lender's interests, ,Grantor will, on request of Lender, execute and deliver to Lender, in
such formas Lenders directs but subject to the rights of any senior hen holders,
assignments of any and, all rights or claims that relate to the construction of
improve ents on the Property.
5. Incase of breach by Grantor of the terms, covenants and conditions of the
Contract, Lender; at its option, subject to applicable notice, grace and cure periods, with
or without entry on the Property, may (a) invoke any of the rights or remedies provided in
the Contract, (b) accelerate the amounts secured by this Deed of Trust and invoke the
remedies provided in this Deed of Trust, or (c) do both.
F. THIS CONVEYANCE IS MADE AND ACCEPTED SUBJECT TO THE
FOLLOWING CONDITIONS AND RESTRICTIONS:
The Note secured by this Deed of Trust is the Note required in the Contract
between Grantor and Lender and has been executed and delivered in accordance
with its terms. The funds advanced by Lender are CDBG funds and the Contract
requires that the public facility located on the Property constructed in part with
DEED OF TRUST — CDBG FUNDS
North Texas Area Community Health Centers, Inc.
Page 11
Rev. 7-29-13
CDBG funds must benefit CDBG Eligible Clients as defined in the Contract in
accordance with the CDBG Program and the CDBG Regulations for 5 years after
completion of the improvements, as follows:
Borrower shall:
1. Open and operate a community health center on the Property by
December 31, 2013 serving at least 50 patients per quarter.
2. At least 51% of the patients served must be CDBG Eligible
Clients.
3. Operate the community health center for 5 years.
4. Use its best efforts to create at least 10 new jobs by the fifth year of
operation.
This Deed of Trust has also been executed and delivered pursuant to the
terms of the Contract. Grantor agrees to perform each and every obligation set
forth therein and will not permit a default to occur thereunder. Any default in the
performance of Grantor's obligations under the terms of the Contract or the CDBG
Program or CDBG Regulations shall be deemed a default in the terms of the Note
and Lender may invoke any remedies provided herein.
G. Renewal and Extension
This Deed of Trust is the Deed of'Trustvdescr ,bed in the Contract that is to be
substituted for that certain other Deed of Trust to` Secure Performance dated
October 3, 2011 filed October 17, 2011 as Instrument No. D211251075 in the Real
Property Records of Tarrant County, Texas and this Deed of Trust renews and
extends the lien described therein. Grantor acknowledges that the lien securing the
Note is valid and that it subsists against the Property and that the lien described in
the Deed of Trust to Secure Performance is renewed and extended in full force by
this Deed of Trust until' the Note is paid and the Obligations performed in full even
though the prior hen is released.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
DEED OF TRUST — CDBG FUNDS
North Texas Area Community Health Centers, Inc.
Page 12
Rev. 7-29-13
THE CONTRACT, THE NOTE AND THE DEED OF TRUST
CONSTITUTE THE FINAL AGREEMENT OF THE PARTIES AND MAY NOT
BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
NORTH TEXAS COMMUNITY HEALTH
CENTERS, INC., a Texas non-profit
corporation
By:
STATE OF TEXAS
COUNTY OF TARRANT
Dr. Elizabeth Trevino, Chief Executive Officer
This instrument was acknowledged before me on , 2013 by
Dr. Elizabeth Trevino, the Chief Executive Officer of North Texas Area Community
Health Centers, Inc., ayTexas nonprofit corporation, acting on behalf of such corporation.
AFTER RECORDING RETURN TO:
City of Fort Worth
City Attorney's Office
Attention: Vicki S. Ganske
1000 Throckmorton Street
Fort Worth, Texas 76102
DEED OF TRUST — CDBG FUNDS
North Texas Area Community Health Centers, Inc.
Page 13
Rev. 7-29-13
PROMISSORY NOTE
Date: July , 2013
Borrower: North Texas Community Health Centers, Inc., a Texas non-profit corporation
Borrower's Mailing Address:
2100 N. Main St, Ste. 109, Fort Worth, Tarrant County, TX 76164
Lender: City of Fort Worth, Texas, a Texas municipal corporation
Place for Payment:
C/O Director of Housing Economic Development Departmel
1000 Throckmorton St.
Fort Worth, Tarrant County, TX 76102
or at any other place that Lender may designate in writing
Principal Amount:
Loan Authority:
The loan evidenced by this Note (thh "Loan')y is, being made pursuant to grant monies
from the United States Department el -lousing' and'Urbap Development ("HUD") under
Title I of the Housing and Community`"Development:Act of 1974, as amended, 42 USC
5301 et seq. for utilization in connection<with its Community Development Block Grant
("CDBG Program") and the Community Development Block Grant Entitlement Program
Regulations, as amended, 24 CFR Part 510 et seq. (the "CDBG Regulations") with
CDBG funds.
ONE HUNDRED SEVENTY THOUSAND TWO HUNDRED
TWENTY-SIX AND NO/100 DOLLARS ($170,226.00)
Annual Interest Rate:Zero Percent (0%)
Maturity'Date: as described in City Secretary Contract No. between Borrower and
Lender for the CDBG funds (the "Contract")
Annual Interest Rate on Matured, Unpaid Amounts: Six Percent (6%)
Terms of Payment (principal and interest):
The Principal Amount is a forgivable deferred payment loan. Payment of the Principal
Amount will only be required if Borrower does not comply with the terms of the
Contract, the requirements of the CDBG Program and the CDBG Regulations, or the
terms of this Note and any instrument evidencing or securing the Loan (collectively, the
"Loan Documents").
This Note is the Note required in the Contract and has been executed and delivered in
accordance with its terms. The funds advanced by Lender are CDBG funds and the
Contract requires that the public facility located on the Property constructed in part with
PROMISSORY NOTE — CDBG FUNDS
North Texas Area Community Health Centers, Inc.
Page 1
Rev. 07-29 -13
the CDBG funds must benefit CDBG Eligible Clients, as defined in the Contract, for a
period of 5 years after the completion of the improvements, as follows:
Borrower shall:
1. Open and operate a community health center on the Property by December31,
2013 serving at least 50 patients per quarter.
2. At least 51% of the patients served must be CDBG Eligible Clients.
3. Operate the community health center for 5 years.
4. Use its best efforts to create at least 10 new jobs by the fifth year of operation.
The Loan evidenced by this Note and the obligations described in the Contract pertaining
to the CDBG Program and the CDBG Regulations will be in default and the Principal
Amount and any other sums due hereunder may be declared immediately payable if the
public facility located on the Property does\not serveyCDBG Eligible Clients for the
above described 5 year period. In the event of'such default, Lender may invoke any
remedies provided in the Contract or the Deed of Tisfor default.
On performance of the obligations described in the Contrast and the terms and conditions
of the Loan Documents, the Loan will be forgiven.
Security for Payment:
This Note is secured by a Deed of Trust of even date from Borrower to Vicki S. Ganske,
Trustee, or Leann;D. Guzm, Trustee, which covers the following real property:
Lots N, 0, P, Q, a Z R, Block 8, Wesleyan Hills, an Addition to the City of Fort Worth,
Tarrant County, Texas, according to the Plat Recorded in Volume 388-E, Page 31, Plat
Records, Tarrant County, Texas
Lots K2 and M2, Block 8, Wesleyan Hills, an Addition to the City of Fort Worth, Tarrant
County, Texas, according to the Plat Recorded in Volume 388-E, Page 31, Plat Records,
Tarrant County, Texas
commonly known as 2909 Mitchell Boulevard, Fort Worth TX 76105 (the "Property")
Other Security for Payment: None
If the Principal Amount is not forgiven, Borrower promises to pay to the order of Lender
the Principal Amount. In that event, this Note is payable at the Place for Payment and according
to the Terms of Payment. All unpaid amounts are due by the Maturity Date. After maturity,
Borrower promises to pay any unpaid principal balance plus interest at the Annual Interest Rate
on Matured, Unpaid Amounts.
If Borrower defaults in the payment of this Note or in the perfoiluance of its obligations
under the Contract or the CDBG Program or the CDBG Regulations or any other obligation in
PROMISSORY NOTE — CDBG FUNDS
North Texas Area Community Health Centers, Inc.
Page 2
Rev. 07-29 -13
any instrument securing or collateral to this Note, Lender may declare the unpaid principal
balance, earned interest, and any other amounts owed on the Note immediately due and payable.
Borrower and each surety, endorser, and guarantor waive all demand for payment, presentation
for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, protest,
and notice of protest, to the extent permitted by law.
Notwithstanding anything to the contrary, if a monetary event of default occurs under the
terms of any of the Loan Documents, prior to exercising any remedies Lender shall give Borrower
written notice of such default. Borrower shall have a period of 7 days after such notice is given
within which to cure the default prior to exercise of remedies by Lender under the Loan Documents.
Notwithstanding anything to the contrary, if a non -monetary event of default occurs under the terms
of any of the Loan Documents, prior to exercising any remedies, Lender shall give Borrower written
notice of such default. If the default is reasonably capable ofbeing cured within 30 days, Borrower
shall have such period to effect a cure prior to exercise of remedies by Lender under the Loan
Documents. If the default is such that it is not reasonably capable of being cured within 30 days,
and if Borrower (i) initiates corrective action within said period, and\(ii) diligently, continually, and
in good faith works to effect a cure as soon as possible, then BOrrower shall have such additional
time as is reasonably necessary to cure the default prior to exercise of any remedies by Lender. In
no event shall Lender be precluded from exercising remedies if insecurity becomes or is about to
become materially jeopardized by any failure to cure a default or the default is not cured within 180
days after the first notice of default is given.
Borrower also promises to pay reasonable attorney's fees and court and other costs if this
Note is placed in the hads of anattorney to collect or enforce the Note. These expenses will
bear interest from the date of advanje at the Annual Interest Rate on Matured, Unpaid Amounts.
Borrower will pay Lender these expenses and interest on demand at the Place for Payment.
These expenses and interest will become part of the debt evidenced by the Note and will be
secured by any security for payment.
Interest on the debt evidenced\by this Note will not exceed the maximum rate or amount
of nonusurious interest that may be contracted for, taken, reserved, charged, or received under
law. Any interest in excess of that maximum amount will be credited on the Principal Amount
or, if the Principal Amount has been paid, refunded. On any acceleration or required or permitted
prepayment, any excess interest will be canceled automatically as of the acceleration or
prepayment or, if the excess interest has already been paid, credited on the Principal Amount or,
if the Principal Amount has been paid, refunded. This provision overrides any conflicting
provisions in this Note and all other instruments concerning the debt.
Each Borrower is responsible for all obligations represented by this Note.
When the context requires, singular nouns and pronouns include the plural.
The execution and delivery of this Note are required under the Contract.
If any provision of this Note conflicts with any provision of the Contract, the Deed of
PROMISSORY NOTE — CDBG FUNDS
North Texas Area Community Health Centers, Inc.
Page 3
Rev. 07-29 -13
Trust or any other document evidencing the same transaction between Lender and Borrower, the
provisions of the Contract will govern to the extent of the conflict.
This Note will be construed under the laws of the state of Texas without regard to
choice -of -law rules of any jurisdiction.
This Note is a nonrecourse obligation of Borrower. Neither Borrower nor any other party
shall have any personal liability for repayment of the Loan described: in the Contract. The sole
recourse of Lender under the Loan Documents for repayment of the Loan shall be the exercise of
its rights against the Security for Payment.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLAND}.,
PROMISSORY NOTE — CDBG FUNDS
North Texas Area Community Health Centers, Inc.
Page 4
Rev. 07-29 -13
THE CONTRACT, THE NOTE AND THE DEED OF TRUST CONSTITUTE THE
FINAL AGREEMENT OF THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.
NORTH TEXAS AREA COMMMUNITY HEALTH
CENTERS, INC.
Dr. Elizabeth Trevino, Chief Executive Officer
PROMISSORY NOTE — CDBG FUNDS
North Texas Area Community Health Centers, Inc.
Page 5
Rev. 07-29 -13
EXHIBIT "F"
REIMBURSEMENT FORMS
NORTH TEXAS AREA COMMUNITY HEALTH CENTERS, INC.
CDBG CONSTRUCTION CONTRACT — EXHIBITS
North Texas Area Community Health Centers, Inc.
Attachment I
INVOICE
Agency: North Texas Area Community Health Centers, Inc.
Address: 2100 N Main, Suite 109
City, State, Zip: Fort Worth, TX, 76164
Project: Southeast Community Health Center
Period of Service:
Program
Amount
This Invoice Cumulative to Date
Contractor's Certification: I certify that the costs incurred are valid and consistent with the terms and
conditions of the contract between City and Agency. By signing this invoice, I certify that to the best of my
knowledge and belief the data included in this report is true and accurate. It is acknowledged that the
provision of false information could leave the certifying official subject to the penalties of federal, state,
and local law.
Signature and Date:
Name:
Title:
CDBG CONSTRUCTION CONTRACT — EXHIBITS
North Texas Area Community Health Centers, Inc.
Attachment II
City of Fort Worth
Housing and Economic Development Department
Expenditure Worksheet
Developer: North Texas Area Community Health Centers, Inc.
Project: Southeast Community Health Center
Line
No. Date Check No. Payee or Beneficiary* Description* Amount
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
Total
*Payroll must identify employee. Rent must identify tenant. Other payments should identify individuals, if
applicable.
CDBG CONSTRUCTION CONTRACT — EXHIBITS
North Texas Area Community Health Centers, Inc.
EXHIBIT "G"
CLIENT DEMOGRAPHIC DATA REPORT
NORTH TEXAS AREA COMMUNITY HEALTH CENTER, INC.
CDBG CONSTRUCTION CONTRACT — EXHIBITS
North Texas Area Community Health Centers, Inc.
{f|
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)58
EXHIBIT "H"
FEDERAL LABOR STANDARDS PROVISIONS -DAVIS-BACON REQUIREMENTS
NORTH TEXAS AREA COMMUNITY HEALTH CENTERS, INC.
CDBG CONSTRUCTION CONTRACT — EXHIBITS
North Texas Area Community Health Centers, Inc.
Federal Labor Standards Provisions
Applicability
The Project or Program to which the construction work
covered by this contract pertains is being assisted by the
United States of America and the following Federal Labor
Standards Provisions are included in this Contract
pursuant to the provisions applicable to such Federal
assistance.
A. 1. (I) Minimum Wages. All laborers and mechanics
employed or working upon the site of the work, will be paid
unconditionally and not less often than once a week, and
without subsequent deduction or rebate on any account
(except such payroll deductions as are permitted by
regulations issued by the Secretary of Labor under the
Copeland Act (29 CFR Part 3), the full amount of wages
and bona fide fringe benefits (or cash equivalents thereof)
due at time of payment computed at rates not less than
those contained in the wage determination of the
Secretary of Labor which is attached hereto and made a
part hereof, regardless of any contractual relationship
which may be alleged to exist between the contractor and
such laborers and mechanics. Contributions made or
costs reasonably anticipated for bona fide fringe benefits
under Section I(b)(2) of the Davis -Bacon Act on behalf of
laborers or mechanics are considered wages paid to such
laborers or mechanics, subject to the provisions of 29 CFR
5.5(a)(1)(iv); also, regular contributions made or costs
incurred for more than a weekly period (but not less often
than quarterly) under plans, funds, or programs, which
cover the particular weekly period, are deemed to be
constructively made or incurred during such weekly period.
Such laborers and mechanics shall be paid the appropriate
wage rate and fringe benefits on the wage determination
for the classification of work actually performed, without
regard to skill, except as provided in 29 CFR 5.5(a)(4).
Laborers or mechanics performing work in more than one
classification may be compensated at the rate specified for
each classification for the time actually worked therein:
Provided, That the employer's payroll records accurately
set forth the time spent in each classification in which
work is performed. The wage determination (including any
additional classification and wage rates conformed under
29 CFR 5.5(a)(1)(ii) and the Davis -Bacon poster (WH-
1321) shall be posted at all times by the contractor and its
subcontractors at the site of the work in a prominent and
accessible, place where it can be easily seen by the
workers.
(II) (a) Any class of laborers or mechanics which is not
listed in the wage determination and which is to be
employed under the contract shall be classified in
conformance with the wage determination. HUD shall
approve an additional classification and wage rate and
fringe benefits therefor only when the following criteria
have been met:
Previous editions are obsolete
U.S. Department of Housing
and Urban Development
Office of Labor Relations
(1) The work to be performed by the classification
requested is not performed by a classification In the wage
determination; and
(2) The classification is utilized in the area by the
construction industry; and
(3) The proposed wage rate, including any bona fide
fringe benefits, bears a reasonable relationship to the
wage rates contained in the wage determination.
(b) If the contractor and the laborers and mechanics to be
employed in the classification (if known), or their
representatives, and HUD or its designee agree on the
classification and wage rate (including the amount
designated for fringe benefits where appropriate), a report
of the action taken shall be sent by HUD or its designee to
the Administrator of the Wage and Hour Division,
Employment Standards Administration, U.S. Department of
Labor, Washington, D.C. 20210. The Administrator, or an
authorized representative, will approve, modify, or
disapprove every additional classification action within 30
days of receipt and so advise HUD or its designee or will
notify HUD or its designee within the 30-day period that
additional time is necessary. (Approved by the Office of
Management and Budget under OMB control number 1215-
0140)
(c) In the event the contractor, the laborers or mechanics
to be employed in the classification or their
representatives, and HUD or its designee do not agree on
the proposed classification and wage rate (including the
amount designated for fringe benefits, where appropriate),
HUD or its designee shall refer the questions, including
the views of all interested parties and the recommendation
of HUD or its designee, to the Administrator for
determination. The Administrator, or an authorized
representative, will issue a determination within 30 days of
receipt and so advise HUD or its designee or will notify
HUD or its designee within the 30-day period that
additional time is necessary. (Approved by the Office of
Management and Budget under OMB Control Number
1215-0140.)
(d) The wage rate (including fringe benefits where
appropriate) determined pursuant to subparagraphs
(1)(ii)(b) or (c) of this paragraph, shall be paid to all
workers performing work in the classification under this
contract from the first day on which work is performed in
the classification.
(III) Whenever the minimum wage rate prescribed in the
contract for a class of laborers or mechanics includes a
fringe benefit which is not expressed as an hourly rate, the
contractor shall either pay the benefit as stated in the
wage determination or shall pay another bona fide fringe
benefit or an hourly cash equivalent thereof.
(Iv) If the contractor does not make payments to a trustee
or other third person, the contractor may consider as part
form HUD-4010 (06/2009)
Page 1 of 5 ref. Handbook 1344.1
of the wages of any laborer or mechanic the amount of any
costs reasonably anticipated in providing bona fide fringe
benefits under a plan or program, Provided, That the
Secretary of Labor has found, upon the written request of
the contractor, that the applicable standards of the Davis -
Bacon Act have been met. The Secretary of Labor may
require the contractor to set aside in a separate account
assets for the meeting of obligations under the plan or
program. (Approved by the Office of Management and
Budget under OMB Control Number 1215-0140.)
2. Withholding. HUD or its designee shall upon its own
action or upon written request of an authorized
representative of the Department of Labor withhold or
cause to be withheld from the contractor under this
contract or any other Federal contract with the same prime
contractor, or any other Federally -assisted contract
subject to Davis -Bacon prevailing wage requirements,
which is held by the same prime contractor so much of the
accrued payments or advances as may be considered
necessary to pay laborers and mechanics, including
apprentices, trainees and helpers, employed by the
contractor or any subcontractor the full amount of wages
required by the contract In the event of failure to pay any
laborer or mechanic, including any apprentice, trainee or
helper, employed or working on the site of the work, all or
part of the wages required by the contract, HUD or its
designee may, after written notice to the contractor,
sponsor, applicant, or owner, take such action as may be
necessary to cause the suspension of any further
payment, advance, or guarantee of funds until such
violations have ceased. HUD or its designee may, after
written notice to the contractor, disburse such amounts
withheld for and on account of the contractor or
subcontractor to the respective employees to whom they
are due. The Comptroller General shall make such
disbursements in the case of direct Davis -Bacon Act
contracts.
3. (1) Payrolls and basic records. Payrolls and basic
records relating thereto shall be maintained by the
contractor during the course of the work preserved for a
period of three years thereafter for all laborers and
mechanics working at the site of the work. Such records
shall contain the name, address, and social security
number of each such worker, his or her correct
classification, hourly rates of wages paid (including rates
of contributions or costs anticipated for bona fide fringe
benefits or cash equivalents thereof of the types described
in Section I(b)(2)(B) of the Davis -bacon Act), daily and
weekly number of hours worked, deductions made and
actual wages paid. Whenever the Secretary of Labor has
found under 29 CFR 5.5 (a)(1)(iv) that the wages of any
laborer or mechanic include the amount of any costs
reasonably anticipated in providing benefits under a plan
or program described in Section 1(b)(2)(B) of the Davis -
Bacon Act, the contractor shall maintain records which
show that the commitment to provide such benefits is
enforceable, that the plan or program is financially
responsible, and that the plan or program has been
Previous editions are obsolete
communicated in writing to the laborers or mechanics
affected, and records which show the costs anticipated or
the actual cost incurred in providing such benefits.
Contractors employing apprentices or trainees under
approved programs shall maintain written evidence of the
registration of apprenticeship programs and certification of
trainee programs, the registration of the apprentices and
trainees, and the ratios and wage rates prescribed in the
applicable programs. (Approved by the Office of
Management and Budget under OMB Control Numbers
1215-0140 and 1215-0017.)
(II) (a) The contractor shall submit weekly for each week
in which any contract work is performed a copy of all
payrolls to HUD or Its designee if the agency is a party to
the contract, but if the agency is not such a party, the
contractor will submit the payrolls to the applicant
sponsor, or owner, as the case may be, for transmission to
HUD or its designee. The payrolls submitted shall set out
accurately and completely all of the information required
to be maintained under 29 CFR 5.5(a)(3)(i) except that full
social security numbers and home addresses shall not be
included on weekly transmittals. Instead the payrolls shall
only need to include an individually identifying number for
each employee (e.g., the last four digits of the employee's
social security number). The required weekly payroll
Information may be submitted in any form desired.
Optional Form WH-347 is available for this purpose from
the Wage and Hour Division Web site at
htto://www.dol.00v/ese/whd/forms/wh3471nstr.htm or its
successor site. The prime contractor is responsible for
the submission of copies of payrolls by all subcontractors.
Contractors and subcontractors shall maintain the full
social security number and current address of each
covered worker, and shall provide them upon request to
HUD or its designee if the agency is a party to the
contract, but if the agency is not such a party, the
contractor will submit the payrolls to the applicant
sponsor, or owner, as the case may be, for transmission to
HUD or its designee, the contractor, or the Wage and Hour
Division of the Department of Labor for purposes of an
investigation or audit of compliance with prevailing wage
requirements. It is not a violation of this subparagraph for
a prime contractor to require a subcontractor to provide
addresses and social security numbers to the prime
contractor for its own records, without weekly submission
to HUD or its designee. (Approved by the Office of
Management and Budget under OMB Control Number
1215-0149.)
(b) Each payroll submitted shall be accompanied by a
"Statement of Compliance," signed by the contractor or
subcontractor or his or her agent who pays or supervises
the payment of the persons employed under the contract
and shall certify the following:
(1) That the payroll for the payroll period contains the
information required to be provided under 29 CFR 5.5
(a)(3)(ii), the appropriate information is being maintained
under 29 CFR 5.5(a)(3)(i), and that such information is
correct and complete;
form HUD-4010 (06/2009)
Page 2 of 5 ref. Handbook 1344.1
(2) That each laborer or mechanic (including each helper,
apprentice, and trainee) employed on the contract during
the payroll period has been paid the full weekly wages
earned, without rebate, either directly or indirectly, and
that no deductions have been made either directly or
indirectly from the full wages earned, other than
permissible deductions as set forth in 29 CFR Part 3;
(3) That each laborer or mechanic has been paid not less
than the applicable wage rates and fringe benefits or cash
equivalents for the classification of work performed, as
specified in the applicable wage determination
incorporated into the contract.
(c) The weekly submission of a properly executed
certification set forth on the reverse side of Optional Form
WH-347 shall satisfy the requirement for submission of the
"Statement of Compliance" required by subparagraph
A.3.(ii)(b).
(d) The falsification of any of the above certifications may
subject the contractor or subcontractor to civil or criminal
prosecution under Section 1001 of Title 18 and Section
231 of Title 31 of the United States Code.
(III) The contractor or subcontractor shall make the
records required under subparagraph A.3.(i) available for
inspection, copying, or transcription by authorized
representatives of HUD or its designee or the Department
of Labor, and shall permit such representatives to
interview employees during working hours on the job. If
the contractor or subcontractor fails to submit the required
records or to make them available, HUD or its designee
may. after written notice to the contractor, sponsor,
applicant or owner, take such action as may be necessary
to cause the suspension of any further payment, advance,
or guarantee of funds. Furthermore, failure to submit the
required records upon request or to make such records
available may be grounds for debarment action pursuant to
29 CFR 5.12.
4. Apprentices and Trainees.
(I) Apprentices. Apprentices will be permitted to work at
less than the predetermined rate for the work they
performed when they are employed pursuant to and
individually registered in a bona fide apprenticeship
program registered with the U.S. Department of Labor,
Employment and Training Administration, Office of
Apprenticeship Training, Employer and Labor Services, or
with a State Apprenticeship Agency recognized by the
Office, or if a person is employed in his or her first 90
days of probationary employment as an apprentice in such
an apprenticeship program, who is not individually
registered in the program, but who has been certified by
the Office of Apprenticeship Training, Employer and Labor
Services or a State Apprenticeship Agency (where
appropriate) to be eligible for probationary employment as
an apprentice. The allowable ratio of apprentices to
journeymen on the job site in any craft classification shall
not be greater than the ratio permitted to the contractor as
to the entire work force under the registered program. Any
worker listed on a payroll at an apprentice wage rate, who
Previous editions are obsolete
is not registered or otherwise employed as stated above,
shall be paid not less than the applicable wage rate on the
wage determination for the classification of work actually
performed. In addition, any apprentice performing work on
the job site in excess of the ratio permitted under the
registered program shall be paid not less than the
applicable wage rate on the wage determination for the
work actually performed. Where a contractor is performing
construction on a project in a locality other than that in
which its program is registered, the ratios and wage rates
(expressed in percentages of the journeyman's hourly
rate) specified in the contractor's or subcontractor's
registered program shall be observed. Every apprentice
must be paid at not less than the rate specified in the
registered program for the apprentice's level of progress,
expressed as a percentage of the journeymen hourly rate
specified in the applicable wage determination.
Apprentices shall be paid fringe benefits in accordance
with the provisions of the apprenticeship program. If the
apprenticeship program does not specify fringe benefits,
apprentices must be paid the full amount of fringe benefits
listed on the wage determination for the applicable
classification. If the Administrator determines that a
different practice prevails for the applicable apprentice
classification, fringes shall be paid in accordance with that
determination. In the event the Office of Apprenticeship
Training, Employer and Labor Services, or a State
Apprenticeship Agency recognized by the Office,
withdraws approval of an apprenticeship program, the
contractor will no longer be permitted to utilize
apprentices at less than the applicable predetermined rate
for the work performed until an acceptable program is
approved.
(II) Trainees. Except as provided in 29 CFR 5.16,
trainees will not be permitted to work at less than the
predetermined rate for the work performed unless they are
employed pursuant ',to and individually registered in a
program which has received prior approval, evidenced by
formal certification by the U.S. Department of Labor,
Employment and Training Administration. The ratio of
trainees to journeymen on the job site shall not be greater
than permitted under the plan approved by the
Employment and Training Administration. Every trainee
must be paid at not less than the rate specified in the
approved program for the trainee's level of progress,
expressed as a percentage of the journeyman hourly rate
specified in the applicable wage determination. Trainees
shall be paid fringe benefits in accordance with the
provisions of the trainee program. If the trainee program
does not mention fringe benefits, trainees shall be paid
the full amount of fringe benefits listed on the wage
determination unless the Administrator of the Wage and
Hour Division determines that there is an apprenticeship
program associated with the corresponding journeyman
wage rate on the wage determination which provides for
less than full fringe benefits for apprentices. Any
employee listed on the payroll at a trainee rate who is not
registered and participating in a training plan approved by
form HUD-4010 (06/2009)
Page 3 of 5 ref. Handbook 1344.1
the Employment and Training Administration shall be paid
not less than the applicable wage rate on the wage
determination for the work actually performed. In addition,
any trainee performing work on the job site in excess of
the ratio permitted under the registered program shall be
paid not less than the applicable wage rate on the wage
determination for the work actually performed. In the
event the Employment and Training Administration
withdraws approval of a training program, the contractor
will no longer be permitted to utilize trainees at less than
the applicable predetermined rate for the work performed
until an acceptable program is approved.
(III) Equal employment opportunity. The utilization of
apprentices, trainees and journeymen under 29 CFR Part 5
shall be in conformity with the equal employment
opportunity requirements of Executive Order 11246, as
amended, and 29 CFR Part 30.
5. Compliance with Copeland Act requirements. The
contractor shall comply with the requirements of 29 CFR
Part 3 which are incorporated by reference in this contract
6. Subcontracts. The contractor or subcontractor will
insert in any subcontracts the clauses contained in
subparagraphs 1 through 11 in this paragraph A and such
other clauses as HUD or its designee may by appropriate
instructions require, and a copy of the applicable
prevailing wage decision, and also a clause requiring the
subcontractors to include these clauses in any lower tier
subcontracts. The prime contractor shall be responsible
for the compliance by any subcontractor or lower tier
subcontractor with all the contract clauses in this
paragraph.
7. Contract termination; debarment. A breach of the
contract clauses in 29 CFR 5.5 may be grounds for
termination of the contract and for debarment as a
contractor and a subcontractor as provided in 29 CFR
5.12.
8. Compliance with Davis -Bacon and Related Act Requirements.
All rulings and interpretations of the Davis -Bacon and
Related Acts contained in 29 CFR Parts 1, 3, and 5 are
herein incorporated by reference in this contract
9. Disputes concerning labor standards. Disputes
arising out of the labor standards provisions of this
contract shall not be subject to the general disputes
clause of this contract. Such disputes shall be resolved in
accordance with the procedures of the Department of
Labor set forth in 29 CFR Parts 5, 6, and 7. Disputes
within the meaning of this clause include disputes between
the contractor (or any of its subcontractors) and HUD or
its designee, the U.S. Department of Labor, or the
employees or their representatives.
10. (I) Certification of Eligibility. By entering into this
contract the contractor certifies that neither it (nor he or
she) nor any person or firm who has an interest in the
contractor's firm is a person or firm ineligible to be
awarded Government contracts by virtue of Section 3(a) of
the Davis -Bacon Act or 29 CFR 5.12(a)(1) or to be
awarded HUD contracts or participate in HUD programs
pursuant to 24 CFR Part 24.
(II) No part of this contract shall be subcontracted to any
person or firm ineligible for award of a Government
contract by virtue of Section 3(a) of the Davis -Bacon Act
or 29 CFR 5.12(a)(1) or to be awarded HUD contracts or
participate in HUD programs pursuant to 24 CFR Part 24.
(III) The penalty for making false statements is prescribed
in the U.S. Criminal Code, 18 U.S.C. 1001. Additionally,
U.S. Criminal Code, Section 1 01 0, Title 18, U.S.C.,
"Federal Housing Administration transactions", provides in
part: "Whoever, for the purpose of . . . influencing in any
way the action of such Administration makes, utters or
publishes any statement knowing the same to be false.....
shall be fined not more than $5,000 or imprisoned not
more than two years, or both."
11. Complaints, Proceedings, or Testimony by
Employees. No laborer or mechanic to whom the wage,
salary, or other labor standards provisions of this Contract
are applicable shall be discharged or In any other manner
discriminated against by the Contractor or any
subcontractor because such employee has filed any
complaint or instituted or caused to be instituted any
proceeding or has testified or is about to testify in any
proceeding under or relating to the labor standards
applicable under this Contract to his employer.
B. Contract Work Hours and Safety Standards Act. The
provisions of this paragraph B are applicable where the amount of the
prime contract exceeds $100,000. As used in this paragraph, the
terms "laborers" and "mechanics" include watchmen and guards.
(1) Overtime requirements. No contractor or subcontractor
contracting for any part of the contract work which may require or
involve the employment of laborers or mechanics shall require or
permit any such laborer or mechanic in any workweek in which the
individual is employed on such work to work in excess of 40 hours in
such workweek unless such laborer or mechanic receives
compensation at a rate not less than one and one-half times the basic
rate of pay for all hours worked in excess of 40 hours in such
workweek.
(2) Violation; (lability for unpaid wages; liquidated
damages. In the event of any violation of the clause set
forth in subparagraph (1) of this paragraph, the contractor
and any subcontractor responsible therefor shall be liable
for the unpaid wages. In addition, such contractor and
subcontractor shall be liable to the United States (in the
case of work done under contract for the District of
Columbia or a territory, to such District or to such
territory), for liquidated damages, Such liquidated
damages shall be computed with respect to each individual
laborer or mechanic, including watchmen and guards,
employed in violation of the clause set forth in
subparagraph (1) of this paragraph, in the sum of $10 for each
calendar day on which such individual was required or permitted to
work in excess of the standard workweek of 40 hours without payment
of the overtime wages required by the clause set forth in sub
paragraph (1) of this paragraph.
Previous editions are obsolete form HUD-4010 (06/2009)
Page 4 of 5 ref. Handbook 1344.1
(3) Withholding for unpaid wages and liquidated
damages. HUD or its designee shall upon its own action
or upon written request of an authorized representative of
the Department of Labor withhold or cause to be withheld,
from any moneys payable on account of work performed by
the contractor or subcontractor under any such contract or
any other Federal contract with the same prime contract,
or any other Federally -assisted contract subject to the
Contract Work Hours and Safety Standards Act which Is
held by the same prime contractor such sums as may be
determined to be necessary to satisfy any liabilities of
such contractor or subcontractor for unpaid wages and
liquidated damages as provided In the clause set forth in
subparagraph (2) of this paragraph.
(4) Subcontracts. The contractor or subcontractor shall
insert in any subcontracts the clauses set forth in
subparagraph (1) through (4) of this paragraph and also a
clause requiring the subcontractors to include these
clauses in any lower tier subcontracts. The prime
contractor shall be responsible for compliance by any
subcontractor or lower tier subcontractor with the clauses
set forth in subparagraphs (1) through (4) of this
paragraph.
C. Health and Safety. The provisions of this paragraph C are
applicable where the amount of the prime contract exceeds $100,000.
(1) No laborer or mechanic shall be required to work In
surroundings or under working conditions which are
unsanitary, hazardous, or dangerous to his health and
safety as determined under construction safety and health
standards promulgated by the Secretary of Labor by
regulation.
(2) The Contractor shall comply with all regulations
issued by the Secretary of Labor pursuant to Title 29 Part
1926 and failure to comply may result In imposition of
sanctions pursuant to the Contract Work Hours and Safety
Standards Act, (Public Law 91-54, 83 Stat 96). 40 USC
1701 et seo,.
(3) The contractor shall include the provisions of this
paragraph In every subcontract so that such provisions will
be binding on each subcontractor. The contractor shall
take such action with respect to any subcontractor as the
Secretary of Housing and Urban Development or the
Secretary of Labor shall direct as a means of enforcing
such provisions.
Previous editions are obsolete form HUD-4010 (06/2009)
Page 5 of 5 ref. Handbook 1344.1
EXHIBIT "I"
SECTION 3 REPORTING FORMS
NORTH TEXAS AREA COMMUNITY HEALTH CENTERS, INC.
CDBG CONSTRUCTION CONTRACT — EXHIBITS
North Texas Area Community Health Centers, Inc.
EXHIBIT "I"
Section 3 Summary Report
Economic Opportunities for
Low — and Very Low -Income Persons
Section back of page for Public Reporting Burden statement
U.S. Department of Housing
and Urban Development
Office of Fair Housing
And Equal Opportunity
1. Recipient Name & Address: (street, city, state, zip) ( 2. Federal Identification: (grant no.)
4. Contact Person
6. Length of Grant:
OMB Approval No: 2529-0043
(exp. 11/30/2010)
HUD Field Office:
3. Total Amount of Award:
5. Phone: (Include area code)
7. Reporting Period:
8. Date Report Submitted: 9. Program Code: (Use separate sheet 10. Program Name:
for each program code)
Part I: Employment and Training (** Columns B, C and F are manda on/ fields. Include New Hi es in E &F)
A B C D E F
Number of Number of New % of Aggregate Number % of Total Staff Hours Number of Section 3
Job Category New Hires Hires that are of Staff Hours of New Hires for Section 3 Employees Trainees
Sec. 3 Residents that are Sec. 3 Residents and Trainees
Professionals
Technicians
Office/Clerical
Construction by Trade (List)
Trade
Trade
Trade
Trade
Trade
Other (List)
Total
' Program Codes
1 = Flexible Subsidy
2 = Section 202/811
3 = Public/Indian Housing
A = Development,
8 = Operation
C = Modernization
4 = Homeless Assistance
5 = HOME
6 = HOME State Administered
7 = CDBG Entitlement
8 = CDBG State Administered
9 = Other CD Programs
10 = Other Housing Programs
Page 1 of 2 form HUD 60002 (6/2001)
Ref 24 CFR 135
Part II: Contracts Awarded
1. Construction Contracts:
A. Total dollar amount of all contracts awarded on the project
B. Total dollar amount of contracts awarded to Section 3 businesses
C. Percentage of the total dollar amount that was awarded to Section 3 businesses
D. Total number of Section 3 businesses receiving contracts
2. Non -Construction Contracts:
A. Total dollar amount all non -construction contracts awarded on the project/activity $
B. Total dollar amount of non -construction contracts awarded to Section 3 businesses $
C. Percentage of the total dollar amount that was awarded to Section 3 businesses
D. Total number of Section 3 businesses receiving non -construction contracts
Part III: Summary
Indicate the efforts made to direct the employment and other economic opportunities generated by HUD financial assistance for housing
and community development programs, to the greatest extent feasible, toward low -and very low-income persons, particularly those who
are recipients of government assistance for housing. (Check all that apply.)
Attempted to recruit low-income residents through: local advertising media, signs prominently displayed at the project site,
contracts with the community organizations and public or private agencies operating within the metropolitan area (or
nonmetropolitan county) in which the Section 3 covered program or project is located, or similar methods.
Participated in a HUD program or other program which promotes the training or employment of Section 3 residents.
Participated in a HUD program or other program which promotes the award of contracts to business concerns which meet the
definition of Section 3 business concerns.
Coordinated with Youthbuild Programs administered in the metropolitan area in which the Section 3 covered project is located.
Other; describe below.
Public reporting for this collection of information is estimated to average 2 hours per response, including the time for reviewing instructions,
searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information.
This agency may not collect this information, and you are not required to complete this form, unless it displays a currently valid OMB
number.
Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u, mandates that the Department ensures that
employment and other economic opportunities generated by its housing and community development assistance programs are directed
toward low- and very -low income persons, particularly those who are recipients of government assistance housing. The regulations are
found at 24 CFR Part 135. The information will be used by the Department to monitor program recipients' compliance with Section 3, to
assess the results of the Department's efforts to meet the statutory objectives of Section 3, to prepare reports to Congress, and by
recipients as self -monitoring tool. The data is entered into a database and will be analyzed and distributed. The collection of information
involves recipients receiving Federal financial assistance for housing and community development programs covered by Section 3. The
information will be collected annually to assist HUD in meeting its reporting requirements under Section 808(e)(6) of the Fair Housing Act
and Section 916 of the HCDA of 1992. An assurance of confidentiality is not applicable to this form. The Privacy Act of 1974 and OMB
Circular A-108 are not applicable. The reporting requirements do not contain sensitive questions. Data is cumulative; personal identifying
information is not included.
Page 2 of 2 form HUD 60002 (11/2010)
Ref 24 CFR 135
Form HUD-60002, Section 3 Summary Report, Economic Opportunities for Low- and Very Low -Income Persons.
Instructions: This form is to be used to report annual
accomplishments regarding employment and other economic
opportunities provided to low- and very low-income persons under
Section 3 of the Housing and Urban Development Act of 1968. The
Section 3 regulations apply to any public and Indian housing
programs that receive: (1) development assistance pursuant to
Section 5 of the U.S. Housing Act of 1937; (2) operating assistance
pursuant to Section 9 of the U.S. Housing Act of 1937; or (3)
modernization grants pursuant to Section 14 of the U.S. Housing Act
of 1937 and to recipients of housing and community development
assistance in excess of $200,000 expended for: (1) housing
rehabilitation (including reduction and abatement of lead -based paint
hazards); (2) housing construction; or (3) other public construction
projects; and to contracts and subcontracts in excess of $100,000
awarded in connection with the Section-3-covered activity.
Form HUD-60002 has three parts, which are to be completed for
all programs covered by Section 3. Part I relates to employment
and training. The recipient has the option to determine numerical
employment/training goals either on the basis of the number of hours
worked by new hires (columns B, D, E and F). Part II of the form
relates to contracting, and Part III summarizes recipients' efforts to
comply with Section 3.
Recipients or contractors subject to Section 3 requirements must
maintain appropriate documentation to establish that HUD financial
assistance for housing and community development programs were
directed toward low- and very low-income persons.* A recipient of
Section 3 covered assistance shall submit one copy of this report to
HUD Headquarters, Office of Fair Housing and Equal Opportunity.
Where the program providing assistance requires an annual
performance report, this Section 3 report is to be submitted at the
same time the program performance report is submitted. Where an
annual performance report is not required, this Section 3 report is to be
submitted by January 10 and, if the project ends before December 31,
within 10 days of project completion. Only Prime Recipients are
required to report to HUD. The report must include
accomplishments of all recipients and their Section 3 covered
contractors and subcontractors.
HUD Field Office: Enter the Field Office name .
1. Recipient: Enter the name and address of the recipient
submitting this report.
2. Federal Identification: Enter the number that appears on the
award form (with dashes). The award may be a grant,
cooperative agreement or contract.
3. Dollar Amount of Award: Enter the dollar amount, rounded to the
nearest dollar, received by the recipient.
4 & 5. Contact Person/Phone: Enter the name and telephone number
of the person with knowledge of the award and the recipient's
implementation of Section 3.
6. Reporting Period: Indicate the time period (months and year)
this report covers.
7. Date Report Submitted: Enter the appropriate date.
Submit one (1) copy of this report to the HUD Headquarters Office of
Fair Housing and Equal Opportunity, at the same time the
performance report is submitted to the program office. The Section 3
report is submitted by January 10. Include only contracts executed
during the period specified in item 8. PHAs/IHAs are to report all
contracts/subcontracts.
* The terms "low-income persons'. and very low-income persons" have
the same meanings given the terms in section 3 (b) (2) of the United
States Housing Act of 1937. Low-income persons mean families
(including single persons) whose incomes do not exceed 80 percent of
the median income for the area, as determined by the Secretary, with
adjustments for smaller and larger families, except that
Pagel
8. Program Code: Enter the appropriate program code as listed at
the bottom of the page.
9. Program Name: Enter the name of HUD Program corresponding
with the 'Program Code" in number 8.
Part I: Employment and Training Opportunities
Column A: Contains various job categories. Professionals are
defined as people who have special knowledge of an occupation (i.e.
supervisors, architects, surveyors, planners, and computer
programmers). For construction positions, list each trade and provide
data in columns B through F for each trade where persons were
employed. The category of "Other" includes occupations such as
service workers.
Column B: (Mandatory Field) Enter the number of new hires for
each category of workers identified in Column A in connection with
this award. New hire refers to a person who is not on the contractor's
or recipient's payroll for employment at the time of selection for the
Section 3 covered award or at the time of receipt of Section 3 covered
assistance.
Column C: (Mandatory Field) Enter the number of Section 3 new
hires for each category of workers identified in Column A in
connection with this award. Section 3 new hire refers to a Section 3
resident who is not on the contractor's or recipient's payroll for
employment at the time of selection for the Section 3 covered award or
at the time of receipt of Section 3 covered assistance.
Column D: Enter the percentage of all the staff hours of new hires
(Section 3 residents) in connection with this award.
Column E: Enter the percentage of the total staff hours worked for
Section 3 employees and trainees (including new hires) connected
with this award. Include staff hours for part-time and full-time
positions.
Column F: (Mandatory Field) Enter the number of Section 3
residents that were trained in connection with this award.
Part II: Contract Opportunities
Block 1: Construction Contracts
Item A: Enter the total dollar amount of all contracts awarded on the
project/program.
Item B: Enter the total dollar amount of contracts connected with this
project/program that were awarded to Section 3 businesses.
Item C: Enter the percentage of the total dollar amount of contracts
connected with this project/program awarded to Section 3 businesses.
Item D: Enter the number of Section 3 businesses receiving awards.
Block 2: Non -Construction Contracts
Item A: Enter the total dollar amount of all contracts awarded on the
project/program.
Item B: Enter the total dollar amount of contracts connected with this
project awarded to Section 3 businesses.
Item C: Enter the percentage of the total dollar amount of contracts
connected with this project/program awarded to Section 3 businesses.
Item D: Enter the number of Section 3 businesses receiving awards.
Part Ill: Summary of Efforts — Self -explanatory
The Secretary may establish income ceilings higher or lower than 80 percent
of the median for the area on the basis of the Secretary's findings such that
variations are necessary because of prevailing levels of construction costs
or unusually high- or low-income families. Very low-income persons mean
low-income families (including single persons) whose incomes do not
exceed 50 percent of the median family income area, as determined by the
Secretary with adjustments or smaller and larger families, except that the
Secretary may establish income ceilings higher or lower than 50 percent of
the median for the area on the basis of the Secretary's findings that such
variations are necessary because of unusually high or low family incomes.
form HUD 60002 (11/2010)
Ref 24 CFR 135
M&C Review
CITY COUNCIL AGENDA
DATE: 5/7/2013
Page 1 of 2
Official site of the City of Fort Worth, Texas
FORT WORT!,
COUNCIL ACTION: Approved on 5/7/2013
REFERENCE
NO..
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Change in Use and Expenditure in the Amount of $102,626.00 in Community
Development Block Grant Funds to North Texas Area Community Health Centers, Inc., in
the Form of a Forgivable Loan for the Southeast Community Health Center to be Located
at 2909 Mitchell Boulevard, Authorize Execution of Contract and a Substantial
Amendment to the City's 2011-2012 Action Plan (COUNCIL DISTRICT 8)
**C-26220 LOG NAME: 17CDBG 2909MITCHELL
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize a Substantial Amendment to the City's 2011-2012 Action Plan;
2. Authorize a change in use and expenditure in the amount of $102,626.00 in Community
Development Block Grant funds to North Texas Area Community Health Centers, Inc., in the form of
a forgivable loan to finish out the interior of the building for the Southeast Community Health Center
to be located at 2909 Mitchell Boulevard;
3. Authorize the City Manager or his designee to execute a contract and any related documents with
North Texas Area Community Health Centers, Inc., for a term beginning on the date of execution and
ending five years after the center is operational; and
4. Authorize the City Manager or his designee to amend the contract, if necessary, to achieve project
goals provided that the amendment is within the scope of the project and in compliance with City
policies and applicable laws and regulations governing the use of federal grant funds.
DISCUSSION:
In 2000, the Mitchell Boulevard Development Corporation acquired the property at 2909 Mitchell and
built a commercial building intended as a neighborhood retail center using $350,000.00 in Community
Development Block Grant (CDBG) funds as part of a Model Blocks Neighborhood Revitalization
Program. The interior of the building was never finished out. The Corporation, which had changed
its name to the Texas Community Development Corporation, dissolved in 2007 and deeded its
properties to the City, in lieu of repayment of the federal funds (M&C G-15622).
On November 16, 2010, the City Council approved the sale of the property to the North Texas Area
Community Health Centers, Inc. (NTACHC), for $67,600.00 for the development of a community
health center to serve low and moderate income persons (M&C L-15099). On March 8, 2011, the
City Council approved an award of $67,600.00 of CDBG funds to NTACHC for part of the cost of
finishing out the building for the Southeast Community Health Center (M&C C-24766). On October
18, 2011, the City Council approved the sale of an adjacent properly located at 2604 Strong Avenue
to the NTHCHC for use as a driveway for the health center (M&C L-15269).
Currently, the Southeast Community Health Center operates at a temporary location at 3212 Miller
Avenue but NTACHC intends to move it to 2909 Mitchell Boulevard once the interior of the building is
finished out. The estimated total cost to finish out Phase 1 of the health center is
$478,816.00. NTACHC has raised approximately $308,590.00 in cash gifts and pledges in addition
to the City's CDBG grant of $67,600.00. This leaves a funding gap of approximately $102,626.00.
Staff recommends the following loam terms:
1. The clinic must be operational by December 31, 2013 and operate for five years;
http://www.fortworthgov.org/council_packet/mc_review.asp?ID=18343&councildate=5/... 05/08/2013
M&C Review Page 2 of 2
2. The clinic must serve at least 50 persons per quarter;
3. 51 percent of the people served must have incomes at or below 80 percent of Area Median
Income, as established by the United States Department of Housing and Urban Development
(HUD);
4. The clinic will use its best efforts to create at least 10 jobs by Year 5 of clinic operation;.
5. NTACHC's performance of these conditions and repayment of CDBG funds, if the conditions
are not fulfilled, will be secured by a deed of trust; and
6. In Year 5, the loan of the CDBG funds shall be forgiven, if the contract terms are met.
Staff recommends the change in use and expenditure of $102,626.00 of additional CDBG funds for
the finish out of the building located at 2909 Mitchell Boulevard for the Southeast Community Health
Center which will benefit low and very low income citizens. The Action Plan funding years selected
may vary and be substituted based on the Principle of First In, First Out, in order to expend the oldest
grant funds first. A public comment period on the change in use of these CDBG funds was held from
April 6, 2013 to May 7, 2013. Any comments are maintained by the Housing and Economic
Development Department, in accordance with federal regulations.
The project is located in COUNCIL DISTRICT 8.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that funds are available in the current operating
budget, as appropriated, of the Grants Fund.
TO Fund/Account/Centers FROM Fund/Account/Centers
GR76 539120 017206530720 $102.626.00 GR91 538040 005206066010 $102,626.00
Submitted for City Manaaer's Office bv:
Oriainatina Department Head:
Additional Information Contact:
Fernando Costa (6122)
Jay Chapa (5804)
Cynthia Garcia (8187)
Leticia Rodriguez (7319)
ATTACHMENTS
2909 Mitchell and 2604 Strona Ave Location Final.odf
http://www.fortworthgov.org/council packet/mc_review.asp?ID=18343&councildate=5/... 05/08/2013
M&C Review
CITY COUNCIL AGENDA
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Official site of the City of Fort Worth, Texas
FORT %%'ORT11
COUNCIL ACTION: Approved on 3/8/2011 - Ordinance No. 19580-03-2011
DATE: 3/8/2011 REFERENCE **C 24766 LOG 17SOUTHEASTCOMMUNITYHEALTHCENTER
NO.: NAME:
CODE: C TYPE: CONSENTHEA IC NO
HEARING:
SUBJECT: Authorize Contract with the North Texas Area Community Health Center, Inc. for the
Development of the Southside Community Health Center to be Located at 2909 Mitchell
Boulevard in the Amount of $67,605.00 of Community Development Block Grant Funds,
Authorize a Substantial Amendment to the City's 2009-2010 Action Plan and Authorize a
Transfer of Funds and Adopt Appropriation Ordinance (COUNCIL DISTRICT 8)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize a Substantial Amendment to the City's 2009-2010 Action Plans;
2. Authorize the Transfer of $67,605.00 from the Community Development Block Grant Revolving
Loan Fund to the Grants Fund for the development of the Southside Community Health Center to be
located at 2909 Mitchell Boulevard;
3. Adopt the attached Appropriation Ordinance increasing estimated receipts and appropriations in
the Grants Fund by $67,605.00 from available funds;
4. Authorize the City Manager or his designee, to execute a Contract with the North Texas Area
Community Health Center, Inc., fora one-year term beginning on the date of execution of the
Contract;
5. Authorize the City Manager or his designee, to extend or renew the Contract for up to one year if
the North Texas Area Community Health Center, Inc. requests a written extension and if such
extension is necessary for the completion of the project; and
6. Authorize the City Manager or his designee, to amend the Contract if necessary to achieve project
goals and completion provided that the amendment is within the scope of the project and in
compliance with City policies and applicable laws and regulations governing the use of federal grant
funds.
DISCUSSION:
On November 16, 2010, City Council approved M&C L-15099 authorizing the sale of City owned
commercial property located at 2909 Mitchell to the Fort Worth Northside Community Health Center,
Inc. now known as the North Texas Area Community Health Center, Inc. (NTACHC) in the amount of
$67,600.00. NTACHC shall use the property for the development of a Community Health Center to
provide the benefit of healthcare services to the low and moderate income persons in the area.
NTACHC presently operates two clinics within City of Fort Worth, the Albert Galvan Health Clinic
located at 2106 North Main Street and the Southeast Community Health Center currently located at
3212 Miller Avenue. These clinics provide high quality, low cost health care services to the
communities in the Northside and Southside of Fort Worth. NTACHC was awarded a grant provided
by the Health Resources and Services Administration (HRSA) to develop the Southeast Community
Health Center. This grant is part of the new American Recovery and Reinvestment Act (ARRA) as
part of HRSA's Community Health Centers program. The clinic will employ approximately 20 full time
employees and once it's fully operational, will be able to serve a total of 16,600 patient visits per year.
Pursuant to federal regulations, the proceeds of the sale to NTACHC received by the City in the
amount of $67,505.00 plus the option fee received from NTACHC in the amount of $100.00 are
considered program income. Program income must be expended by the City prior to the expenditure
of any other CDBG funds.
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=14908&counci ldate=3/8/2011 06/27/2012
M&C Review Page 2 of 2
Staff recommends a reallocation of up to $67,605.00 of CDBG program income funds from 2009-
2010 Action Plan for the renovation of the Southside Community Health Center to be located at 2909
Mitchell Boulevard. A public comment period concerning the reallocation of these funds was held
from January 11, 2011 to February 11, 2011. Any comments are maintained by the Housing and
Economic Development Department in accordance with federal regulations.
The expenditure of the CDBG funds is conditioned upon the satisfactory completion of the
environmental review per 24 CFR Part 58 and the authorization to use grant funds from the U.S.
Department of Housing and Urban Development (HUD).
This project is located in COUNCIL DISTRICT 8.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that upon approval of the above
recommendations and adoption of the attached appropriation ordinance, funds will be available in the
current operating budget, as appropriated, of the Grants Fund.
TO Fund/Account/Centers
GR76 539120 005206122720 $67.605.00
GR76 476091 005206122720 $67,605.00
Submitted for Citv Manaaer's Office bv:
Oriainatina Department Head:
Additional Information Contact:
FROM Fund/Account/Centers
GR91 538040 005206066000 $67.605.00
Susan Alanis (8180)
Jay Chapa (5804)
Fabiola Y Suarez (6811)
Cynthia Garcia (8187)
ATTACHMENTS
17SOUTHEASTCOMMUNITYHEALTHCENTER Aon REVISED.doc
http://apps.cfwnet.org/council packet/mc_review.asp?ID=14908&councildate=3/8/2011 06/27/2012