HomeMy WebLinkAboutContract 56161-A1CSC No. 56161-A1
FIRST AMENDMENT
TO
CITY SECRETARY CONTRACT NO. 56161
This Amendment is entered into by and between the City of Fort Worth (hereafter
"City"), a home rule municipality, with its principal place of business at 200 Texas Street, Fort
Worth, Texas, and the Housing Authority of the City of Fort Worth, Texas doing business as Fort
Worth Housing Solutions (hereafter "FWHS"), a Texas Housing Authority established under
Chapter 392 of the Texas Local Government Code. City and FWHS shall be referred to
individually as a Party and collectively as the Parties.
WHEREAS, on September 13, 2021, the City and FWHS made and entered into City
Secretary Contract No. 56161 (the "Contract"), as authorized by the City Council in M&C 21-
0498 adopted on June 22, 2021, which provided $750,000.00 of City's Community Development
Block Grant ("CDBG") funds to FWHS;
WHEREAS, the purpose of the Contract was to provide the CDBG funds for the
constructions costs associated with right of way infrastructure improvements in support of the
Cowan Place Affordable Housing Development (Project) located at 5400 East Rosedale Street to
provide 174 units for seniors 55 and older, with 156 units set aside for households earning sixty
percent or less of area median income (AMI) and at least five percent of the total units will be set
aside as permanent supportive housing (PSH) units;
WHEREAS, due to regulatory considerations, the funds were provided (1) to FWHS in
the form of a subrecipient agreement, (2) FWHS would then further subgrant the funds to Fort
Worth Affordability, Inc, ("FWAI") an instrumentality of FWHS, (3) FWAI would then loan the
funds to FW Cowan Place, LP ("Developer"), the partnership that is developing and will own the
Project, and (4) FWAI would then assign the loan documents to the City to secure the CDBG funds
and the Developer's performance of the CDBG requirements;
WHEREAS, at the initial construction closing, all such agreements, loan documents,
assignments, and other similar documents were executed and assigned to the required party;
WHEREAS, during the construction of the Project, FWHS was informed that there was
unforeseen right of way work that needed to completed that was not contemplated in the original
scope of work which resulted in FWHS requesting an increase of CDBG funds from the City from
$750,000.00 to $1,250,000.00;
WHEREAS, City has identified $500,000.00 in unprogrammed CDBG funds and has
agreed to increase the CDBG amount from $750,000.00 to $1,250,000.00, in accordance with the
provisions of the Agreement, in order to complete the right of way infrastructure improvement
scope of work;
WHEREAS, it is the mutual desire of the City and FWHS to amend the Contract amount
to $1,250,000.00 to complete the required improvements;
OFFICIAL RECORD
FIRST AMENDMENT to CSC NO. 56161 CITY SECRETARY Page 1
CDBG SUBRECIPIENT CONTACT FT. WORTH, TX
Fort Worth Housing Solutions — Cowan Place Apartments Rev. 03.06.2023
WHEREAS, FWHS will be required to ensure that the additional funds are loaned into
the Project in the same fashion as the original CDBG funds and that the collateral assignment
between Fort Worth Affordability, Inc. ("FWAI") and the City includes the new increased amount;
and
WHEREAS, the Parties agree that none of the additional funds provided hereunder will
be payable to FWHS by City until (1) all senior lender approvals are obtained authorizing the
increase in the CDBG loan amount, (2) all necessary title endorsements or other similar products
that ensure the priority of the CDBG loan will remain the same as at the initial construction closing
are purchased, and (3) all updated documents between FWHS and FWAI, and FWAI and
Developer are executed and provided to the City.
NOW, THEREFORE, City and FWHS hereby agree to amend the Contract as follows:
I.
AMENDMENTS
A. The first sentence in Section 4.1 Provide CDBG Funds is amended to be and read as follows:
City shall provide $1,250,000.00 of CDBG Funds to FWHS who is acting as a subrecipient
under the terms and conditions of this Contract.
B. The address for FWHS in Section 21 NOTICE is amended to be and read as follows:
"FWHS:
Fort Worth Housing Solutions
1407 Texas Street
Fort Worth, TX 76102
Attention: Mary -Margaret Lemons
Telephone: (817) 333-3401"
C. Exhibit "B" - Budget is hereby deleted and replaced with Exhibit "B" Budget Revised
03/2023.
D. Exhibit "C" Construction and Reimbursement Schedule is hereby deleted and replaced
with Exhibit "C" Construction and Reimbursement Scheduled Revised 03/2023.
II.
This amendment is effective as of the Effective Date of the Contract. However, the parties
agree that none of the additional funds provided hereunder will be payable to FWHS by City until
(1) all senior lender approvals are obtained authorizing the increase in the CDBG loan amount, (2)
all necessary title endorsements or other similar products to ensure the priority of the CDBG loan
will remain the same as at the initial construction closing are purchased, and (3) all updated loan
FIRST AMENDMENT to CSC NO. 56161 Page 2
CDBG SUBRECIPIENT CONTACT
Fort Worth Housing Solutions — Cowan Place Apartments Rev. 03.06.2023
documents between FWHS and FWAI, and FWAI and Developer are executed and provided to
the City
All other terms and conditions of the Contract not amended herein remain unaffected and
in full force and effect, are binding upon the parties, and are hereby ratified by the parties.
Capitalized terms not defined herein shall have the meanings assigned to them in the Contract.
[SIGNATURES APPEAR ON NEXT PAGE.]
FIRST AMENDMENT to CSC NO. 56161
CDBG SUBRECIPIENT CONTACT
Fort Worth Housing Solutions — Cowan Place Apartments
Page 3
Rev. 03.06.2023
ACCEPTED AND AGREED:
HOUSING AUTHORITY OF THE CITY OF FORT WORTH, Texas
d/b/a Fort Worth Housing Solutions,
a Texxa/Lls/1���municipal public housing authority
By: Mary -Margaret L � (r Ap 4 202315:48 CDT)
Mary -Margaret Lemons
President
Date: Apr 4, 2023
CITY OF FORT WORTH Approval Recommended by:
By: By:�
Fernando Costa Victor T. Turner
Assistant City Manager Neighborhood Services Department
Director
Date: Apr 5, 2023 Date: Apt' 5, 2023
4,pg4Upn��
ATTEST: �,°�°FORT�o
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By:
Jannette S. Goodall, City Secretary
M&C: 23-0073
Date: February 14, 2023
1295 Cert. No.2022-967270
APPROVED AS TO FORM AND LEGALITY:
Leslie L. Hunt (Apr5, 202310:11 CDT)
Leslie L. Hunt, Senior Assistant City Attorney
Contract Compliance Manager:
By signing, I acknowledge that I am the person responsible for the monitoring and
administration of this contract, including ensuring all performance and reporting requirements.
t-,Y' A�
Name: Chad La,Roque (Apr 5, 2023 08:24 CDT)
Chad LaRoque
Housing Development Manager
OFFICIAL RECORD
Date: Apr 5, 2023 CITY SECRETARY
FT. WORTH, TX
FIRST AMENDMENT to CSC NO. 56161 Page 4
CDBG SUBRECIPIENT CONTACT
Fort Worth Housing Solutions — Cowan Place Apartments Rev. 03.06.2023
EXHIBIT "B"
BUDGET — Revised 3/2023
COWAN PLACE APARTMENTS
SOURCES AND USES
City is sub granting funding to FWHS, FWHS will then sub grant funds to FWAI, in which FWAI
will then loan funds to Developer for the benefit of the Proiect. Accordingly, the following chart
shows the sources and uses for the Proiect generally, not funding to FWHS.
Development Name: I Cowan Place Apartments
Priority
Source #
Funding Description
of Lien
Construction Financing
Permanent Financing
Financing Participants
1st
1
Construction Loan
$15,677,000
Mason Joseph
Choice Neighborhood
Implementation (CNI)
2" d
2
Grant
$5,423,532
FWHS
FWHFC Construction
3th
Fort Worth Housing
5
Funds
$1,250,000
Finance Corporation
FWHFC Permanent
Supportive Housing
4th
Fort Worth Housing
6
PSH Funds
$225,000
Finance Corporation
HOME Investment
Partnerships Program
5th
7
HOME
$500,000
City of Fort Worth
Urban Development
6th
8
Action Grant DAG)
$360,000
City of Fort Worth
7th
Cavile Public Facility
9
Land/seller Loan
$500,000
Corporation
Community Development
Block Grant Funds
10
CDBG
$1,250,000
FWHS
TOTAL
SOURCES
OF
FUNDS
$25,185,532
TOTAL
USES OF
FUNDS
CDBG Funds Budget
Construction Hard Costs
$19200,000*
Holdback**
$50,000*
TOTAL
$1,250,000
*FWHS acknowledges and agrees that FWHS will only be reimbursed for eligible expenses. The
amounts are estimates and are subject to change.
** City will hold back $50,000.00 of the CDBG Funds until City verifies that all HOME Units are leased
to HOME Eligible Households as well as the other requirements in Exhibit "C" - Construction and
Reimbursement Schedule.
FIRST AMENDMENT to CSC NO. 56161 Page 5
CDBG SUBRECIPIENT CONTACT
Fort Worth Housing Solutions — Cowan Place Apartments Rev. 03.06.2023
EXHIBIT "C"
CONSTRUCTION AND REIMBURSEMENT SCHEDULE — Revised 3/2023
COWAN PLACE APARTMENTS
City is sub granting funding to FWHS, FWHS will then sub grant funds to FWAI, in which FWAI
will then loan funds to Developer for the benefit of the Proiect. Accordingly, the following chart
shows the sources and uses for the Project generally, not funding to FWHS.
Activity
HOME Funds
Land Acquisition
PHASE I ACTIVITIES:
$0
Predevelopment Soft Costs
PHASE I
First Payment**
$0
PHASE II ACTIVIITES:
Construction Hard Costs
$700,000
Prior to Reimbursement in Phase II, FWHS, FWAI
and/or Developer must submit the
PHASE II
contractor/subcontractor/vendor searches under
COMPLETE by:
the Federal System for Award Management
February 28, 2022
(www.sam.gov).
$700,000
Second Payment" (approx. 25% complete)***
PHASE III ACTIVIITES:
Construction Hard Costs
$250,000
Prior to Reimbursement in Phase III, FWHS,
FWAI and/or Developer must submit the
PHASE III
contractor/subcontractor/vendor searches under
COMPLETED by:
the Federal System for Award Management
$250,000
June 30, 2023
(www.sam.gov).
Third Payment" (approx. 50% complete)***
PHASE IV ACTIVITIES:
Construction Hard Costs
$250,000
Prior to Reimbursement in Phase III, FWHS,
FWAI and/or Developer must submit the
PHASE III
contractor/subcontractor/vendor searches under
COMPLETED by:
the Federal System for Award Management
$250,000
August 31, 2023
(www.sam.gov).
Third Payment" (approx. 75% complete)***
PHASE V ACTIVITIES:
Initial Lease -up of HOME Units
$50,000.00
FIRST AMENDMENT to CSC NO. 56161
CDBG SUBRECIPIENT CONTACT
Fort Worth Housing Solutions — Cowan Place Apartments
Page 6
Rev. 03.06.2023
PHASE IV
Prior to Reimbursement in Phase IV, the following
COMPLETED by:
items must be submitted per the CDBG Contract:
August 31, 2023
1. Substantial completion of the Required
Improvements as evidenced by a
Neighborhood Services Department
inspection
2. HUD Compliance Inspection Report
3. Any applicable final inspection approvals
$50,000.00*
from the City showing that the Required
Improvements have met City requirements
4. Verification that the National Objective has
been met
Final Payment** (Lease -Up of all HOME
Units)***
TOTAL
$1,250,000.00
*FWHS will only be reimbursed for eligible expenses. The amounts are estimates and are
subject to change.
**FWHS must submit Complete Documentation with Reimbursement Request within 60
days from each of the abovementioned deadlines in order to be reimbursed. Failure to
timely submit Reimbursement Requests and Complete Documentation along with any
required reports shall be an event of default.
***If milestone is reached before the Phase completion date, reimbursement will be made
when the milestone percentage is reached and the City is provided all required
documentation.
FIRST AMENDMENT to CSC NO. 56161
CDBG SUBRECIPIENT CONTACT
Fort Worth Housing Solutions — Cowan Place Apartments
Page 7
Rev. 03.06.2023
2/27/23, 9:56 AM
M&C Review
CITY COUNCIL AGENDA
Create New From This M&C
Official site of the City of Fort Worth, Texas
FoRTWORTH
DATE: 2/14/2023 REFERENCE M&C 23- LOG 19COWANPLACEADDTLCDBGFUNDS
NO.: 0073 NAME:
CODE: C TYPE: NON- PUBLIC NO
CONSENT HEARING:
SUBJECT. (CD 5 / Future CD 5) Authorize a Change in Use and Adjust Existing Appropriations in the
Amount of $500,000.00 of Community Development Block Grant Funds to Increase
Funding for the Cowan Place Affordable Housing Development Located at 5400 East
Rosedale Street, Authorize a Substantial Amendment to the City's 2018-2019, 2019-2020,
and 2020-2021 Action Plans, Authorize Amendment to Subrecipient Agreement with the
Housing Authority for the City of Fort Worth Doing Business as Fort Worth Housing
Solutions to Increase Contracted Amount from $750,000.00 to $1,250,000.00, and
Authorize Substitution of Funding Years
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize a change in use and adjust existing appropriations in the amount of $500,000.00
of Community Development Block Grant funds for the Infrastructure Improvements in
support of the Cowan Place Affordable Housing Development for a total construction cost of
$1,250,000.00;
2. Authorize a Substantial Amendment to the City's 2018-2019, 2019-2020, and 2020-2021
Action Plans regarding the change in use of $500,000.00 in Community Development Block
Grant Funds;
3. Authorize the City Manager to execute an amendment to the subrecipient contract with the
Housing Authority for the City of Fort Worth, Texas doing business as Fort Worth Housing
Solutions in the amount of $500,000.00 in Community Development Block Grant Funds for
the construction costs associated with infrastructure improvements in support of the Cowan
Place Affordable Housing Development located at 5400 East Rosedale Street; and
4. Authorize the City Manager, or his designee, to substitute funding years in order to meet the
United States Department of Housing and Urban Development commitment, disbursement
and expenditure deadlines.
DISCUSSION:
On October 22, 2019, the City Council authorized the City to act as a co -applicant with Fort Worth
Housing Solutions (FWHS) for a Choice Neighborhoods Implementation (CNI) grant from the U.S.
Department of Housing and Urban Development (HUD), adopted a revised Cavile Place/Historic Stop
Six Neighborhood Transformation Plan (Transformation Plan), and committed $39,375,654.00 over a
six -year period for various improvements and activities in the Cavile Place and Historic Stop Six
neighborhood, subject to receipt of the grant. In Spring 2020, the City was notified that the City and
FWHS had been awarded the CNI grant. (Mayor and Council Communication (M&C) 19-0268). As co -
applicant, the City agreed to support FWHS in implementing the Transformation Plan by providing
resources to eligible activities, including a commitment of $3,250,000.00 in Community Development
Block Grant (CDBG) funds to be awarded over the next six years. The purpose of this M&C is to move
forward with awarding CDBG funds for the first year in the amount of $750,000.00 for eligible activities.
The Cowan Place project (Project) is Phase 1 of the Cavile Place/Historic Stop Six Neighborhood
Transformation Plan (Transformation Plan) and consists of a new multifamily, affordable apartment
complex for seniors. The Project will have up to 174 units for seniors 55 and older, with 156 units set
aside for households earning sixty percent or less of area median income (AMI) and at least five
percent of the total units set aside as permanent supportive housing (PSH) units. Phase 1 will also
include infrastructure improvements in support of the Project. These improvements include, but are not
apps.cfwnet.org/council_packet/mc_review.asp? I D=30700&cou nciIdate=2/14/2023 1 /2
2/27/23, 9:56 AM
M&C Review
limited to, improvements within the public right of way such as street reconstruction, water and/or
sewer improvements, curb and gutter, public sidewalks, and streetlights.
On June 22, 2021, the City Council awarded funding for the Cowan Place project, which included a
subrecipient agreement with FWHS in the amount of $750,000.00 in CDBG funds, to be paid on a
reimbursement basis, to fund a portion of the construction costs related to the infrastructure
improvements necessary for the completion of the Project. (M&C 21-0498). Construction of this
project started in September of 2021. During construction, FWHS was informed that there was
unforeseen right of way work that needed to be complete that was not contemplated in the original
scope of work. Consequently, FHWS requested an additional $500,000.00 in CDBG funds from the
City to pay for a portion of the right of way construction increase in order to complete the project by the
August 2023 contract deadline.
Staff recommends amending the subrecipient agreement with FWHS to add an additional $500,000.00
in CDBG funds for the additional right of way infrastructure improvements which is necessary for the
completion of the Project. The additional funds shall be subject to the same requirements and terms
as the original funds which included being paid on a reimbursement basis, to fund a portion of the
construction costs related to the infrastructure improvements, and so long as FWHS completes or
causes to be completed all obligations and complies with all City and CDBG requirements, there will
be no repayment of the CDBG funds.
The Project will assist the City in fulfilling its goals under the City's Comprehensive Plan, Choice
Neighborhoods Implementation Grant, Transformation Plan and Consolidated Plan by providing
quality, accessible, affordable housing for low- to moderate- income residents and supporting
economic development and revitalization.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendations, funds are
available in the current operating budget as appropriated, in the Grants Operating Federal Fund.
Neighborhood Services (and Financial Management Services) will be responsible for the collection
and deposit of funds due to the City. Prior to an expenditure being incurred, Neighborhood Services
has the responsibility to validate the availability of funds. This is a reimbursement grant.
Fund Department Account Project Program Activity Budget Reference # Amount
ID ID Year (Chartfield 2)
Fund Department Account Project Program Activity Budget Reference # Amount
ID ID Year (Chartfield 2)
Submitted for City Manager's Office by_
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
Fernando Costa (6122)
Victor Turner (8187)
Chad LaRoque (2661)
Leticia Rodriguez (7319)
19COWANPLACEADDTLCDBGFUNDS funds availabilitypdf (CFW Internal)
19COWANPLACEADDTLCDBGFUNDS Updated FID.xlsx (CFW Internal)
Cowan Place Map.pdf (Public)
scan mlemons 2023-01-03-16-00-51.pdf (CFW Internal)
apps.cfwnet.org/council_packet/mc_review.asp? I D=30700&cou nciIdate=2/14/2023 2/2
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FORTWORTH
Routing and Transmittal Slip
Neiahborhood Services
Department
DOCUMENT TITLE: 1st Contract Amendment — CDBG Subrecipient
Contract — FWHS Cowan Place Apartments
M&C 23-0073 CPN
CSO # 56161 DOC#
DATE:
TO:
INITIALS
DATE OUT
1. Brian Dennison
BDennison(cb,fwhs.org
�riaDDe nson pr4,202311:00CDT)
2. Heather Ra den
HRaiden(@,fywhs.org
3. Ma Margaret Lemons
Mmlemons(�D_fwhs.orq
Mary -Mar aret e on (Apr4,202315:48CDT)
4. Leticia Rodriguez
5. Chad LaRO ue
Chad 202308:24 CDT)
dL`L�agoque(Apr5,
U C-
6. Victor T. Turner
7. Leslie L. Hunt
_pslie L. Hunt(Apr 5,, 1 CDT)
8. Fernando Costa
9. Jannette S. Goodall
S13i�
10. Allison Tidwell
DOCUMENTS FOR CITY MANAGER'S SIGNTURE: All documents received from any and all
CityDepartments requesting City Manager's signature for approval MUST BE ROUTED TO
THE APPROPRIATE ACM for approval first. Once the ACM has signed the routing slip, David
will reviewand take the next steps.
NEEDS TO BE NOTARIZED: ❑ Yes X No
RUSH: ❑ Yes ❑ No SAME DAY: ❑ Yes ❑ No NEXT DAY: ❑ Yes ❑ No
ROUTING TO CSO: X Yes 0 No
Action Required:
❑ As Requested ❑ Attach Signature, Initial and Notary Tabs
❑ For Your Information
X Signature/Routing and Recording
❑ Comment
❑ File
Return to: Please call _Leticia Rodriguez —at ext._7319_ for pick up when completed. Thank you.