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HomeMy WebLinkAboutResolution Fort Worth Housing Finance Corporation (FWHFC) FWHFC-2023-10RESOLUTION NO. FWHFC-2023-10 FORT WORTH HOUSING FINANCE CORPORATION A RESOLUTION AUTHORIZING RECEIPT, ON BEHALF OF TOBIAS PLACE, LP, OF A GRANT OF $2,000,000 IN AMERICAN RESCUE PLAN ACT (ARPA) STATE AND LOCAL FISCAL RECOVERY FUNDS FROM TARRANT COUNTY TO SUPPORT THE TOBIAS PLACE DEVELOPMENT LOCATED AT 505 WEST BIDDISON STREET AND 3500 SOUTH JENNINGS AVENUE WHEREAS, the City Council of the City of Fort Worth ("City") has adopted development and revitalization of the City's neighborhoods and affordable housing stock as a strategic goal and determined that quality accessible affordable housing is needed for moderate, low and very low- income City residents; WHEREAS, the City Council created the Fort Worth Housing Finance Corporation (the "Corporation") in 1979 pursuant to the Texas Housing Finance Corporations Act, Chapter 394 of the Texas Local Government Code, to facilitate neighborhood revitalization and housing initiatives in the City, including but not limited to, issuing tax-exempt bonds; developing, rehabilitating and promoting housing; and assisting low to moderate income City residents in acquiring quality, accessible, affordable housing through lending and construction activities; WHEREAS, the Corporation seeks to promote neighborhood revitalization and foster the development of affordable, quality housing throughout the City by developing partnerships among the City, the Corporation, local governments, lenders, private industry and neighborhood -based nonprofit housing organizations; WHEREAS, the Board of the Corporation has approved agreements with Ojala Partners, LP ("Ojala"), a Texas -based Delaware limited partnership, to develop the Tobias Place Apartments, an approximately 291-unit multifamily housing development to be located at 505 West Biddison Street and 3500 Jennings Avenue (the "Project"); WHEREAS, Ojala created Tobias Place GP, LLC, a Texas limited liability company (the "GP"), a single purpose entity to serve as general partner of Tobias Place, LP, a Texas limited partnership (the "Partnership"), that will own the project and has approved various actions relating to the creation and operation of the GP and the Partnership and other actions necessary for the development of the Project WHEREAS, in furtherance of the Project, the Corporation confirmed and ratified the creation of the GP and actions necessary for the Corporation to become the sole member of the GP, but such transactions have not yet been consummated; WHEREAS, on March 11, 2021, President Joseph Biden signed the American Rescue Plan Act ("ARPA") to provide support to state and local governments to respond to the financial impacts of the COVID-19 pandemic with ARPA State and Local Fiscal Recovery Funds ("FRF RESOLUTION NO. FWHFC-2023-10 PAGE 2 Funds") authorized to be used to mitigate the ongoing effects of COVID-19 and support the nation's pandemic recovery; and WHEREAS, Tarrant County received FRF Funds to respond to the continuous impact of COVID-19 as outlined in the Interim Final Rule promulgated by the Department of Treasury ("Treasury"); and WHEREAS, an application was submitted on behalf of the Partnership to Tarrant County for FRF Funds in amount up to $2,000,000.00 for gap financing for the Project in the fall of 2022; WHEREAS, Tarrant County has now agreed to provide $2,000,000 of FRF Funds to the Project through a subrecipient agreement (the "Agreement") between Tarrant County and the Partnership with the Corporation identified as an affiliate to which FRF Funds may be made available; WHEREAS, Tarrant County, the GP, and the Corporation find that the program(s) and related expenditures outlined in this Agreement are eligible under current FRF Funds guidance and rules promulgated by the Treasury and find that the Tobias Place Project will mitigate the ongoing effects of COVID-19 and support pandemic recovery in Tarrant County; NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE FORT WORTH HOUSING FINANCE CORPORATION: 1. THAT the Board authorizes the Corporation to receive and administer, on behalf of Tobias Place GP, LLC, as general partner of Tobias Place, LP, a grant of $2,000,000 (Two Million Dollars) of ARPA FRF Funds from Tarrant County to providing gap financing for eligible expense relating to the Tobias Place apartment Project, a new 291-unit affordable multifamily rental property located at 505 West Biddison Street and 3500 Jennings Avenue, Fort Worth TX 76110 as contemplated in the agreement in Attachment I (Agreement) 2. THAT Fernando Costa, General Manager of the Corporation, or Victor Turner, Assistant General Manager of the Corporation, or their duly appointed successors, are each authorized to execute and deliver any related documents or agreements necessary to receive and administer the grant funds in accordance with the Agreement, provided any such documents or agreements are within the scope of the Project, and in conformance with the goals and purposes of the Corporation, as may be amended from time to time. 3. THAT this Resolution takes effect from the date of its adoption. AND IT IS SO RESOLVED. Adopted February 28, 2023 RESOLUTION NO. FWHFC-2023-10 PAGE 3 FORT WORTH HOUSING FINANCE CORPORATION By: Carlos Flores President Attest: A A zjjtk � dmla-e Jannette S. Goodall Corporate Secretary RESOLUTION NO. FWHFC-2023-10 PAGE 4 Attachment 1— SUBRECIPIENT AGREEMENT SUBRECIPIENT AGREEMENT BETWEEN TARRANT COUNTY AND TOBIAS PLACE, LP FOR TOBIAS PLACE This Subrecipient Agreement ("Agreement") is between Tarrant County (the "COUNTY"), a political subdivision of the State of Texas, and Tobias Place, LP ("SUBRECIPIENT"), (collectively, the "Parties"), and shall be effective upon signature by both Parties ("Effective Date"). The Parties have reviewed this Agreement and agree to the following: WHEREAS, on March 11, 2020, the World Health Organization declared COVID-19 a worldwide pandemic; and WHEREAS, on March 11, 2021, President Joseph Biden signed the American Rescue Plan Act ("ARPA") to provide support to state and local governments to respond to the financial impacts of the COVID-19 pandemic; and WHEREAS, the State and Local Fiscal Recovery Funds ("FRF Funds") authorized through ARPA (C.D.F.A. 421.027) are to be used to mitigate the ongoing effects of COVID-19 and support the nation's pandemic recovery; and WHEREAS, the COUNTY has received FRF Funds to respond to the continuous impact of COVID-19 as outlined in the Interim Final Rule promulgated by the Department of Treasury ("Treasury"); and WHEREAS, Treasury has issued guidance for the use of FRF Funds in the form of Frequently Asked Questions and will continue to issue guidance and clarification on the appropriate use of these funds; and WHEREAS, the COUNTY and SUBRECIPIENT both find FRF Funds distributed in accordance with this Agreement shall meet the eligible uses outlined in the Treasury's Interim Final Rule, subsequent final rule and additional guidance; and WHEREAS, the COUNTY and SUBRECIPIENT find that the program(s) and related expenditures outlined in this Agreement are eligible under current FRF Funds guidance and rules promulgated by the Treasury and find that the program(s) outlined herein will mitigate the ongoing effects of COVID-19 and support pandemic recovery in Tarrant County. THEREFORE, the Parties agree as follows: RESOLUTION NO. FWHFC-2023-10 PAGE 5 I. SCOPE OF WORK SUBRECIPIENT will produce affordable housing units as outlined in APPENDIX A for people who have experienced or are currently experiencing homelessness. II. PAYMENT The COUNTY shall make available up to $2,000,000 (TWO MILLION DOLLARS AND NO CENTS) to SUBRECIPIENT or its Affiliates from the COUNTY'S FRF Funds to reimburse SUBRECIPIENT for eligible expenses, reflected in APPENDIX A, and in accordance with the terms and conditions outlined below. COUNTY approves and pays reimbursement requests within thirty (30) days of receipt of a complete and accurate request. Errors in the reimbursement request, including insufficient documentation, may result in payment delays. SUBRECIPIENT is responsible for submitting a complete and accurate reimbursement request. Payment is considered made on the date postmarked. Each reimbursement request must contain the following supporting documentation: i. Signed Request for Reimbursement (RFR) form ii. General ledger (monthly, generated from SUBRECIPIENT'S accounting system) coinciding with RFR iii. Timesheets and payroll reports, if budget includes personnel (monthly, generated from SUBRECIPIENT'S payroll system) iv. Invoices of all other expenditures V. Proof of payment of all expenditures vi. Copies of loan documents, if applicable a. If loan documents are provided to substantiate reimbursement, SUBRECIPIENT has 45 days to submit to COUNTY proof of payment on same loan equal to the amount of reimbursement by COUNTY. SUBRECIPIENT agrees that COUNTY shall have the right to require SUBRECIPIENT to repay in full up to $2,000,000 (TWO MILLION DOLLARS AND NO CENTS) to COUNTY should SUBRECIPIENT fail to fulfill the requirements as outlined herein and in APPENDIX A by the Agreement's termination date. By June 30, 2024, SUBRECIPIENT shall provide to the COUNTY a plan to obligate any remaining funds by December 31, 2024. Any funds not expected to be obligated by December 31, 2024 shall be recaptured by the COUNTY. RESOLUTION NO. FWHFC-2023-10 PAGE 6 III. AFFILIATES OF SUBRECIPIENT Funds made available by the COUNTY to SUBRECIPIENT under this Agreement may also be made available to the following named entities as Affiliates of SUBRECIPIENT (each, an "Affiliate"): i. Tobias Place GP, LLC ii. Fort Worth Housing Finance Corporation If such funds are made available to an Affiliate pursuant to the terms hereof, such Affiliate may loan such funds to the Subrecipient upon such terms and pursuant to such documents as the applicable Affiliate and Subrecipient shall agree, provided, however, that any such loan shall have a minimum 20-year term. IV. TERM AND TERMINATION This Agreement shall become effective upon signature by both Parties and shall continue in full force and effect until December 31, 2024 unless terminated earlier in accordance with this Agreement. If at any time SUBRECIPIENT becomes excluded, debarred, or suspended from any state or federal program, this Agreement automatically terminates effective on the date of the suspension, revocation, or exclusion, and SUBRECIPIENT must submit a final, formal statement in the manner set out above and below requesting payment. The COUNTY may terminate this Agreement, giving thirty (30) days written notice, if SUBRECIPIENT fails to perform any obligation found herein and the failure: i. Creates a potential threat to health or safety: or ii. Violated a law, ordinance, or regulation designed to protect health or safety. Either party may terminate this Agreement for a default hereunder giving thirty (30) days written notice to the other party, provided, however that the Subrecipient and the limited partner of the Subrecipient shall have the opportunity to cure the default during such thirty (30) days and, if the default is cured, no termination shall occur hereunder. Upon receipt of notice to terminate, SUBRECIPIENT shall discontinue all services in connection with the performance of this Agreement not related to the cure of the default giving rise to the notice of termination and shall proceed to promptly cancel all existing orders and contracts insofar as such orders and contracts are chargeable to this Agreement. Upon termination of the Agreement, all assets purchased under this Agreement shall transfer to the COUNTY for purposes outlined herein. Within thirty (30) days after receipt of a notice of termination, SUBRECIPIENT agrees to submit an invoice showing, in detail, the services performed under this Agreement up to and including the date of termination. Force Majeure: In the event that either Party is unable to perform any of its obligation under the Agreement or to enjoy any of the benefits because of natural disaster, global pandemic, actions or decrees of governmental bodies or communication line failure not the fault of the affected party (referred to as a "Force Majeure Event"), the Party who has been so affected immediately agrees RESOLUTION NO. FWHFC-2023-10 PAGE 7 to give notice to the other party and agrees to do everything possible to resume performance. Upon receipt of such notice, the Agreement is immediately suspended. If the period of nonperformance exceeds ten (10) calendar days from the receipt of notice of the Force Majeure Event, the Party whose ability to perform has not been affected may terminate the Agreement immediately by giving written notice to the other Party. V. AMENDMENTS This Agreement may not be amended without a written agreement; however, SUBRECIPIENT may move up to ten percent (10%) of allocated funds within and between any budget category without written approval of the COUNTY, except for equipment or indirect cost budget line items, if the movement is consistent with the total budget amount in APPENDIX A. To move any amount over and above a cumulative total of ten percent (10%) of allocated funds within or between any budget category, SUBRECIPIENT must submit a written request to COUNTY and receive written approval of the same. VI. STANDARDS FOR FINANCIAL MANAGEMENT In accordance with 2 CFR 200 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, SUBRECIPIENT will develop, implement and maintain financial management and control systems, which include at a minimum accurate payroll, accounting and financial reporting records, cost source documentation, effective internal and budgetary controls, and determination of reasonableness, allowability and allocability of costs, and timely and appropriate audits and resolution findings. SUBRECIPIENT shall maintain an effective accounting system, which will: i. Identify and record valid transactions ii. Record transactions to the proper accounting period in which transactions occurred iii. Describe transactions in sufficient detail to permit proper classification iv. Maintain records that permit the tracing of funds to a level of detail that establishes that the funds have been used in compliance with Agreement requirements V. Adequately identify the source and application of funds of each grant agreement vi. Generate current and accurate financial reports in accordance with agreement requirements VIL GENERAL COMPLIANCE REQUIREMENTS SUBRECIPIENT shall observe and comply with all applicable local, state, and federal laws, rules, regulations, ordinances, and requirements, including, without limitation, workers' compensation laws, minimum and maximum salary and wage statues and regulations, non-discrimination laws and regulations, and those set forth in 31 CFR Part 35. SUBRECIPIENT shall be responsible for ensuring its compliance with any laws and regulations applicable to its business, including maintaining any necessary licenses and permits. RESOLUTION NO. FWHFC-2023-10 PAGE 8 VIII. DAVIS-BACON REPORTING AND ADDITIONAL REQUIREMENTS Davis -Bacon prevailing wage requirements do apply to projects with a total project cost (not just the amount of this contract) of TEN MILLION DOLLARS ($10,000,000.00) or greater. All SUBRECIPIENTS with applicable projects with TEN MILLION DOLLARS ($10,000,000.00) or greater in total project costs are required to comply with the Davis -Bacon prevailing wage requirement and certify that they comply during quarterly reporting. Additionally, 2 CFR 200.322 notes that SUBRECIPIENT should provide a preference for the purchase, acquisition, or use of goods, products or materials produced in the United States, including but not limited to, iron, aluminum, steel, cement, and other manufactured products. IX. MONITORING SUBRECIPIENT agrees that COUNTY will, until the expiration of the federal retention period as referenced in 2 CFR 200.334, have access to and the right to examine at reasonable times any directly pertinent books, papers, and records (e.g., hard copies, computer -generated data) of the SUBRECIPIENT involving transactions related to this Agreement. This right to audit also extends to any obligations assigned to any subcontracts or agreements formed between SUBRECIPIENT and any subcontractors to the extent that those subcontracts or agreements relate to fulfillment of SUBRECIPIENT'S obligations to COUNTY under this Agreement. The SUBRECIPIENT must agree that COUNTY will have access during normal working hours to all necessary facilities, staff, and workspace to conduct audits. The COUNTY will provide the SUBRECIPIENT with reasonable advance notice of intended audits. The SUBRECIPIENT must provide records within ten (10) business days or a mutually agreed upon timeline. SUBRECIPIENT may withhold any information that it is mandated to withhold to comply with state or federal law. X. ALLOWABLE COSTS AND AVAILABILITY OF FUNDS COUNTY payment to SUBRECIPIENT does not preclude COUNTY from determining that certain costs were ineligible for reimbursement. If the COUNTY determines that a cost the COUNTY has paid for is ineligible for reimbursement, the SUBRECIPIENT will refund the ineligible amount to the COUNTY. COUNTY will determine whether costs submitted by SUBRECIPIENT are allowable and eligible for reimbursement. If COUNTY has paid funds to SUBRECIPIENT for unallowable or ineligible costs, COUNTY will notify SUBRECIPIENT in writing, and SUBRECIPIENT shall return the funds to COUNTY within thirty (30) calendar days of the date of this written notice. COUNTY may withhold all or part of any payments to SUBRECIPIENT to offset reimbursement for any unallowable or ineligible expenditure that SUBRECIPIENT has not refunded to COUNTY, or if required financial report(s) are not submitted by the due date(s). Further, if at any time, FRF Funds are insufficient or unavailable, then COUNTY, upon providing written notice to SUBRECIPIENT, may terminate this agreement without penalty. RESOLUTION NO. FWHFC-2023-10 PAGE 9 XI. PRESUMPTIVE ELIGIBILITY, AFFORDABILITY PERIOD, AND REPAYMENT OF FUNDS The Treasury presumes that a development funded with any of the following housing programs is also an eligible use of FRF Funds: • The National Housing Trust Fund (HTF) • The Home Investment Partnerships Program (HOME) • The Low-income Housing Tax Credit (LIHTC) • Public Housing Capital Fund • Section 202 Supportive Housing for the Elderly Program and Section 811 Supportive Housing for Persons with Disabilities Program • Project -based Rental Assistance (PBRA) • Multifamily Preservation & Revitalization program If the development is funded by one of these housing programs, the longest affordability period and requirements (e.g., income restrictions, tenant protections, housing quality standards) applicable under these housing programs will apply. If the development is not funded by one of these housing programs, the development will have a twenty- (20-) year affordability period, which begins on the date the development is considered complete. SUBRECIPIENT agrees to ensure the development remains in good condition for the duration of the affordability period, as outlined in APPENDIX A. If SUBRECIPIENT sells the property or does not maintain the property as expected or required during the affordability period, the SUBRECIPIENT (either on its own behalf or on behalf of the Affiliate making a loan permitted hereunder) will repay the COUNTY the cost of the Agreement on the following schedule, based on a twenty- (20-) year affordability period and may be adjusted for alternate affordability periods set forth under presumptive eligibility: Within first year Repayment of 100% Year 2 95% Year 3 90% Year 4 85% Year 5 80% Year 6 75% Year 7 70% Year 8 65% Year 9 60% Year 10 55% Year 11 50% Year 12 45% Year 13 40% Year 14 35% Year 15 30% Year 16 25% Year 17 20% Year 18 15% RESOLUTION NO. FWHFC-2023-10 PAGE 10 Year 19 10% Year 20 5% Affordability period complete 0% XII. INDEPENDENT SINGLE OR PROGRAM SPECIFIC AUDIT If SUBRECIPIENT, within SUBRECIPIENT'S fiscal year, expends a total amount of at least SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000.00) in federal funds awarded, SUBRECIPIENT shall have a single audit or program -specific audit in accordance with 2 CFR Part 200 Subpart F. This federal threshold amount includes federal funds passed through by way of State and local agency awards. XIII. EQUIPMENT Any purchase of equipment must be consistent with the Uniform Guidance at 2 CFR Part 200 Subpart D. Equipment acquired under this Agreement must be used for the originally authorized purpose. Consistent with 2 CFR 200.313, any equipment acquired using federal funds shall vest in the non-federal entity. Procedures for managing equipment must meet the following requirements: i. Property records must be maintained that include a description of the property, a serial number or other identification number, the source of funding for the property, name of title holder, acquisition date, cost of the property, percentage of federal participation in the project costs for the federal award under which the property was acquired, the location, use and condition of the property, and any ultimate disposition data including the date of disposal and sale price of the property ii. A physical inventory of the property must be taken, and the results reconciled with the property records at least once every two (2) years iii. A control system must be developed to ensure adequate safeguards to prevent loss, damage, or theft of the property. Any loss, damage, or theft must be investigated iv. Adequate maintenance procedures must be developed to keep the property in good condition, and V. If the non-federal entity is authorized or required to sell the property, proper sales procedures must be established to ensure the highest possible return. When original or replacement equipment acquired under this Agreement is no longer needed or in use for the project or program outlined herein, SUBRECIPIENT must request disposition instructions from the COUNTY. RESOLUTION NO. FWHFC-2023-10 PAGE 11 XIV. PERFORMANCE MEASUREMENT AND REGULAR REPORTING SUBRECIPIENT shall provide monthly reports to COUNTY as outlined in APPENDIX B. Additional measures may be established and reported on as mutually agreed to by SUBRECIPIENT and COUNTY. SUBRECIPIENT will submit fiscal, progress, programmatic, and other reports as requested by COUNTY in the approved format. XV. INDEMNITY THE SUBRECIPIENT AGREES TO AND DOES HEREBY DEFEND, INDEMNIFY AND HOLD HARMLESS THE COUNTY, AND ITS OFFICERS, AGENTS, REPRESENTATIVES, AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS, AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY (i) COMPANY'S USE OF THE LICENSED PREMISES AND THE PARK, (ii) COMPANY'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT, OR (iii) ANY ACT OR OMISSION OF COMPANY OR ITS OFFICERS, AGENTS, REPRESENTATIVES, EMPLOYEES, CONTRACTORS, AND SUBCONTRACTORS, RELATED TO THIS AGREEMENT OR THE PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT, WHETHER OR NOT CAUSED, IN PART, BY THE NEGLIGENCE OF THE OFFICERS, AGENTS, REPRESENTATIVES, OR EMPLOYEES OF THE COUNTY. SUBRECIPIENT shall maintain blanket fidelity coverage in the form of insurance or bond in the amount of this Agreement, to insure against loss from the fraud, theft, or dishonesty of any of SUBRECIPIENT'S officers, agents, trustees, directors, or employees. The proceeds of such bond shall be used to reimburse for all loss of FRF Funds occasioned by such misconduct. To effectuate such reimbursement, such bond shall include a rider stating that reimbursement for any loss or losses thereunder shall be made directly to the COUNTY for the uses and benefit of the COUNTY. XVI. WAIVER OF INDEMNITY If SUBRECIPIENT has or claims an immunity of exemption from and against liability for damages or injury, including death, to persons or property, SUBRECIPIENT expressly waives its rights to plead defensively such immunity or exemption as against the COUNTY. This section shall not be constructed to affect the COUNTY'S immunities under constitutional, statutory, or common law. RESOLUTION NO. FWHFC-2023-10 PAGE 12 XVII. DEBARMENT AND SYSTEM FOR AWARD MANAGEMENT SUBRECIPIENT is not entitled to receive payment under this Agreement for services performed by any personnel who have been excluded, debarred, or suspended under a federal program, unless given explicit permission by the COUNTY. SUBRECIPIENT agrees to maintain an active registration in the System for Award Management (SAM.gov). XVIIL INDEPENDENT CONTRACTORS It is understood that any relationship created by this Agreement between the Parties shall be that of independent contractors. Under no circumstances shall either Party be deemed an employee of the other nor shall either Parry act as an agent of the other Party. All joint venture, joint enterprise, or partnership status is hereby expressly denied, and the Parties expressly state that they have not formed expressly or impliedly a joint venture, joint enterprise, or partnership. XIX. SUBCONTRACTING AUTHORITY SUBRECIPIENT may enter contracts as necessary for the performance of the scope of services outlined in this Agreement. SUBRECIPIENT agrees to comply with all applicable purchasing laws in choosing subcontractors and executing any contracts pursuant to this Agreement. XX. ASSIGNMENT Except as expressly otherwise provided hereunder, SUBRECIPIENT may not assign all or any part of its rights, privileges, or duties under this Agreement without the prior written approval of the COUNTY. Any attempted assignment of same without approval shall be void and shall constitute a breach of this Agreement. It is agreed that the COUNTY has the right to inspect and approve in writing any proposed subcontracts between SUBRECIPIENT and any subcontractor engaged in any activity in conjunction with projects contemplated under this Agreement prior to any changes being incurred. XXL DOCUMENTATION SUBRECIPIENT shall keep and maintain, for a period not less than five (5) years after December 31", 2026, all records relating to use of the FRF Funds described herein. RESOLUTION NO. FWHFC-2023-10 PAGE 13 XXII. FORM 1295 COMPLIANCE SUBRECIPIENT acknowledges and agrees that it has fully, accurately, and completely disclosed all interested parties and has acknowledged the completeness of this disclosure by filing Form 1295, attached as Appendix C, with the Texas Ethics Commission as required by law. XXIILANTI-BOYCOTT STATUTES SUBRECIPIENT must adhere to Anti -Boycott Statutes if SUBRECIPIENT is a for -profit entity or business; SUBRECIPIENT has ten (10) or more full-time employees; and/or this Agreement has a value of ONE HUNDRED THOUSAND DOLLARS ($100,000.00) or more that is to be paid wholly or partly from public funds of the government entity. Boycott of Energy Companies Prohibited In compliance with Section 2274.002 of the Texas Government Code, SUBRECIPIENT verifies that it does not boycott energy companies and will not boycott energy companies during the term of the above -described agreement. "Boycott energy company" is defined in Section 809.001(1) of the Texas Government Code (added by 87th Legislature, S.B. 13) and means, without an ordinary business purpose, refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations with a company because the company: (A) engages in the exploration, production, utilization, transportation, sale, or manufacturing of fossil fuel -based energy and does not commit or pledge to meet environmental standards beyond applicable federal and state law; or (B) does business with a company described by subsection (A). ii. Boycott of Israel Prohibited In compliance with Section 2271.002 of the Texas Government Code, SUBRECIPIENT verifies that it does not boycott Israel and will not boycott Israel during the term of this Agreement. "Boycott Israel" is defined by the Texas Government Code in Section 808.001(1). iii. Discrimination Against Firearm Entities or Firearm Trade Associations (FTAs) In compliance with Section 2274.002 of the Texas Government Code, SUBRECIPIENT verifies that it does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or FTA; and will not discriminate during the term of the above -described Agreement against a firearm entity or FTA. "Discriminate against a firearm entity or firearm trade association" is defined in Section 2274.001(3) of the Texas Government Code and means, with respect to the entity or association, to: (i) refuse to engage in the trade of any goods or services with the entity or association based solely on its status as a firearm entity or firearm trade association; (ii) refrain from continuing an existing business relationship with the entity or association based solely on its status as a firearm entity or firearm trade association; or (iii) terminate an existing business relationship with the entity or association based solely on its status as a firearm entity or firearm trade association; the term does not include: (i) the RESOLUTION NO. FWHFC-2023-10 PAGE 14 established policies of a merchant, retail seller, or platform that restrict or prohibit the listing or selling of ammunition, firearms, or firearm accessories; and (ii) a company's refusal to engage in the trade of any goods or services, decision to refrain from continuing an existing business relationship, or decision to terminate an existing business relationship: (aa) to comply with federal, state, or local law, policy, or regulations or a directive by a regulatory agency; or (bb) for any traditional business reason that is specific to the customer or potential customer and not based solely on an entity's or association's status as a firearm entity or firearm trade association. iv. Scrutinized Business Operations Prohibited In compliance with Section 2252.152 of the Texas Government Code, SUBRECIPIENT warrants and represents that: neither SUBRECIPIENT nor any of its affiliates engages in scrutinized business operations in Sudan, Iran, or with designated foreign terrorist organizations. "Scrutinized business operations in Sudan" is defined in Section 2270.0052 of the Texas Government Code. "Scrutinized business operations in Iran" is defined in Section 2270.0102 of the Texas Government Code. "Scrutinized business operations with designated foreign terrorist organizations" is defined in Section 2270.0152 of the Texas Government Code. SUBRECIPIENT further represents and warrants that neither SUBRECIPIENT nor any of its affiliates appears on any of the Texas Comptroller's Scrutinized Companies Lists. XXIV. NOTICE Any notice required or permitted to be delivered hereunder shall be deemed to have been given when personally delivered, or if mailed, seventy-two (72) hours after deposit of the same in the United States Mail, postage prepaid, certified, or registered, return receipt requested, properly addressed to the Parties hereto at the respective addresses set forth below, or at such other addresses as they shall specify by written notice delivered to the following addresses: TO THE COUNTY: G.K. Maenius 100 E Weatherford Fort Worth, Texas 76916 TO SUBRECIPIENT: Fernando Costa 200 Texas St. Fort Worth, Texas 76102 With a copy to: c/o Regions Affordable Housing 111 Great Neck Road, Suite 500 Great Neck, New York 11021 If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. RESOLUTION NO. FWHFC-2023-10 PAGE 15 XXV. SEVERABILITY If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. XXVL APPLICABLE LAW AND VENUE This Agreement is governed by the laws of the State of Texas. This exclusive venue for any action arising out of, in connection with, or in any way relating to this Agreement shall be in Tarrant County, Texas if filed in state court or the Northern District of Texas, Fort Worth Division if filed in federal court. XXVIL ENTIRE AGREEMENT This Agreement represents the entire understanding between the Parties and supersedes all prior representations. SIGNED AND EXECUTED this COUNTY OF TARRANT STATE OF TEXAS Tim O'Hare County Judge APPROVED AS TO FORM: day of .2023. FORT WORTH HOUSING FINANCE CORPORATION Victor Turner Manager CERTIFICATION OF AVAILABLE FUNDS: Criminal District Attorney's Office Tarrant County Auditor *By law, the Criminal District Attorney's Office may only approve contracts for its clients. We reviewed this document as to form from our client's legal perspective. Other parties may not reply on this approval. Instead, those parties should seek contract review from independent counsel. RESOLUTION NO. FWHFC-2023-10 PAGE 16 APPENDIX A SCOPE OF WORK Development Team Tobias Place LP, Tobias Place Property Address(es) Tobias Place, 505 W. Biddison St., Fort Worth, TX 76110 Project Description New construction of 288 housing units, including 13 FRF-assisted units Project Milestones Construction Begins: Date Construction Completed (Certificates of Occupancy received for all housing units): Date All housing units available to renters: Date All housing units occupied by qualified renters: Date Final reimbursement submitted: Date Affordability Period 20 years Planned Total $76,000,000 Development Costs Use(s) of FRF Funds Build 13 Deeply affordable, 0-30% AMI FRF Assistance Up to $2,000,000.00 RESOLUTION NO. FWHFC-2023-10 PAGE 17 APPENDIX B REPORTING Required Reporting Dates Q 1 Jul 1 — September 30 Due: October 15 Q2 October 1 — December 31 Due: January 15 Q3 January 1 —March 30 Due: April 15 Q4 Aril 1 — June 30 Due: July 15 Annual Report Jul 1 —June 30 Due: July 15 Quarterly reports and annual reports should also include percentage ofproject complete and total munber ofhousing units created Quarterly reports may he combined with quarterly reimbursements.