HomeMy WebLinkAboutContract 59730CSC# 59730
STATE of TEXAS
COUNTY OF TARRANT
AMERICAN RESCUE FLAN ACT AGREEMENT BETWEEN THE CITY OF -FORT
WORTH, TEXAS AND FORA' WORTH AREA I1A.BITAT FOR HUMANITY, INC., DOING
BUSINESS AS TRINITY 11A131TAT FOR HUMANITY
'['his contract ("Contract") is made and entered into by and between the City of Fort Worth
(hereafter "City") and foil Worth ,Area Habitat for Ilumanity, Inc., doing business as Trinity
Habitat for Humanity, (hereafter "Trivity Habitat"), a Texas nonprofit corporation. City and
Trinity Habitat may each be referred to individually as a "Party" and jointly as "tile Parties".
'llie Parties state as follows:
WHEREAS, City received funds for allowable expenses from the United States
Department of the Treasury through the Coronavirus State and Focal Fiscal Recovery Funds
("SLFRF") Program, a part of the American RMLIC Plan Act ('ARPA"), to state, local, and Tribal
governments across the country to support their response to and recovery from the COVID-19
Public health emergency;
WHEREAS, the SLFRF funds allow governments across the country to combat the effects
of the pandernic and support impacted families and businesses to maintain vital public services
even amid declines in revenue resulting from the crisis — and to build a strong, resilient, and
equitable recovery by making investments that support long-term growth and opportunity;
WI•IERE.AS, Treasury Department guidance specifically notes that these SLFRF can be
deployed for a broad range of uses to address "the disproportionate.... economic impacts of the
crisis on the hardest -hit communities, populations, and households" and to provide services and
additional investments in Qualified Census 'Tracts;
WH RLAS, it has been determined that paying for the: listed activities in order to improve
access to quality, affordable housing is an cligibte use of funds as a response to negative economic
impact and an investment in housing and neighborhoods in a Qualified Census Tract;
WHEREAS, Trinity Habitat proposed the purchase, replat, design, and development of
fourteen existing single-family lots into at least 36 affordable townhomes (the "Project");
WHEREAS, City residents and the City Council have determined that the development of
quality, accessible, affordable housing is needed for moderate, low, and very low-income City
residents, and the City has funded affordable housing initiatives for over a decade;
WHEREAS, the City earmarked atotal of$1,500,000.00 of the SLFRP to fund the Project;
and
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
ARPA SUBRECIPIEIN ' CONTRACT I REV, 614123
Tort Worth Area Habitat Far Humanity, Inc. Allen Village, Sing le- Valli i ly Townholnes Page i
WHEREAS, the City found that the expenditures serve the public putpose of providing
decent, safe, anal affordable Rousing to moderate -to -low-income City residents and that the
contract and loan documents will provide adequate controls to ensure the public purpose is fulfilled
(M&C 22-0545).
NOW, THEREFORE,, in consideration of the mutual covenants and obligations and
responsibilities contained herein, including all exhibits and attachments, rued subject to ilic wrins
and conditions hereinafter stated, the Parties understand and agree as follows:
L INCORPORATION OF RECITALS.
City and Trinity Habitat 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. DEF.INITIONS.
In addition to terms defined in the body of this Contract, the terms set forth below shall.
have the definitions ascribed to them as follows:
Affordable Buyer means an initial purchaser of a townhome constructed using ARPA funds
whose household income is at or below 80% of AMI at the time of purchase and who complies
with all Trinity Habitat program requirements, which shall include signing, deed restrictions that
give Trinity Habitat a right of repurchase if the .house is said within a certain timeframe from the
date of initial purchase.
Area Median Income or AIV1()I means the median family income for the Fort Worth -Arlington
metropolitan statistical area as determined annually by the Department of Housing and Urban
Development.
ARPA means American Rescue Plan Act.
ARPA Funds means the SLFRF ARPA funds granted by City to Trinity Habitat under the terms
ofUs Contract.
ARl'A Regulations means regulations Found or referenced in 31 CFR Part 35 and Social Security
.Act, Title VI-Coronavirus Relief, Fiscal Recovery, and Critical Capital. Projects Funds.
Business Diversity Enterprise Ordinance or BDE means the City's Business Diversity
Ordinance, Ordinance No. 25165- I0-2021, as may be amended from time to time:.
Complete Documentation means the following documentation as applicable:
1. Attachments i and 11 of Exhibit "F", with supporting documentation as follows:
a. Proof of expense: invoices, service contracts, expenses based on work completed
and costs actually incurred or other documentation showing the Mature of the cos(
and that payment was due and paid by Trinity Habitat.
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Fort Worth Area IIabitat for humanity, Inc. —Allen Village, Single -Fancily Townhonies Page; 2
b. Proof of payment: cancelled checks, bank statements, or wire transi'er
documentation. necessary to demonstrate amounts due from and paid by Trinity
Habitat.
2. Other documentation: (i) final lien releases signed by tho general contractor,
subrecipients, or subcontractors, if applicable; (ii) copies of all City permits and City -
issued "pass" inspections for such work; (iii) documentation to show compliance with BDE
or DBE bidding process for procurement or Contract activities, as applicable; (iv) proof of
contractor, subreci.pients, subcontractor and vendor eligibility as described in Section 6.6;
and (v) any other documents or records reasonably necessary to verify costs spent for the
project.
3. Complete Documentation shall meet the standards described in Exhibit ",f" — Standards
for Complete Documentation.
Completion means the substantial completion of the Required Improvements as evidenced by a
Neighborhood Services Department inspection and any other applicable fu7al inspection approvals
from the City showing that the required Improvements have met City requirements.
Completion Deadline means December 31, 2026.
Construction Lender means the leader malting Trinity Habitat a first lien construction loan for a
portion of the construction costs of the Required Improvements as more particularly identified in
Exhibit "B" - Budget.
Construction Loan means the first lien loan to Trinity Habitat from the Construction Lender,
Construction Loan Documents means the first and superior security instruments including
without limitation, Construction Lender's Promissory Note and Deed of Trust, or any other similar
security instruments evidencing, securing or guaranteeing Construction bender's interest in the
Required Improvements constructed by Trinity Habitat in accordance with the terms of this
Contract as the same may from time to time be extended, amended, restated, supplemented or
otherwise modified.
DBE means disadvantaged business enterprise in accordance with 44 C:FR fart 26.
Deed of"Trust means the deed of trust from Trinity Ilabitat its favor of City covering the Property
and securing the: indebtedness evidenced therein as well as Trinity Habitat's performance of the
requirements of this Contract and of the ARPA Regulations, as the same may be extended,
amended, restated, supplemented or otherwise modified from time to time. The forni of the Deed
of Trust is attached as part of Exhibit "E" — Loan Documents=
Director means the Director of the Neighborhood Services Department or their designee.
Effective Date means the date of the last of the Parties to sign as indicated on the signature page.
ARPA 5UI3RECIPIENT CONTRACT' f REV. 6f2123
Fort Worth Area Habitat for HLumtti ty, Inc. — Allen Village, Single -Family 'I'owntiomes Page 3
Loan Documents meztuns 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 Trinity Habitat's
performance of the ARPA Requirements and the City Requirements, as the same may from time
to time be extended, amended, restated, supplemented or otherwise lnodilied.
Loan means the ARPA funds provided to Trinity Habitat by City in the form of a forgivable,
deferred payment loan under the terms of this Contract as more particularly described in the Loan
Documents.
Neighborhood Services Department means the City's Neighborhood Services Department,
Promissory Note means the note in the amount of the ARPA Funds executed by Trinity Habitat
payable to the order of City as the same may be extended, amended, restated, supplemented or
otherwise modified from time to time. The form of the Promissory Note is attached as part of
Exhibit " E" — Loan Documents.
Property means the lot or lots 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 9.
Required Improvements or the Project means all the right of way 10rastructure improvements,
as described in the attached Exhibit "A" - Project Summary and Scope of Work,
3. TERM.
3.1 Term of Contract and Term of Loan.
The teen of the Contract and the Term of the Loan shall be cote:nninous and each shall
commence on the Effective Date and terminates when the last townhorne is sold to an Affordable
Buyer unless earlier terminated or extended as provided in this Contract, but in no event shall it
terminate later than December 31., 2026. Failure to sell all townh.omes to Affordable Buyers by
the date of termination or expiration shall be an event of default hereunder.
4. DUTIES AND RESPONSIBILITIES OF MY.
4.1. Provide ARPA Funds.
City shall provide up to $1,500,000.00 of ARPA Funds to Trinity 1-Iabitat in. the form of a
deferred payment, forgivable loan under the terms and conditions of this Contract and the Loari
Doc,uments.
4,2 City Monitor.
City will periodically monitor the activities and performance of Trinity Habitat and any of
their contractors, subrecipients, subcontractors or vendors throughout the term of the Contract and
the Loan. Monitoring by City will include monitoring whether Trinity Habitat is complying with
the ARPA Regulations and the City Requirements,
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Fort Worth Area Habitat for Humanity, lire. - Allen Village, Single-Fatttily "l'ownitomes Page 4
4.3 Requirements Prior to Commitment_ of ARPA Funds.
4.3,1 Proieet Assessment.
Prior to commitment of the AR'A. Funds to the specific local project described herein, City
has (i) identified the addresses of the houses that comprise the project; (ii) assessed the current
market demand in the neighborhood where the project will be located; (bi) completed an
environmental review in accordance with 24 CFR fart 59; (iv) reviewed all necessary
commitments of financing, secured or otherwise including grants; (v) established a complete
budget for the project in sufficient detail to determine total project development costs and its
funding, including proposed sources and uses; (vi.) determined that project costs are reasonable;
(vii) completed underwriting and subsidy layering requirements and determined that ARPA funds
are needed to fill a funding gap; (viii) assessed the feasibility of project construction commencing
within 12 months of the commitment date; and (ix) established a completion schedule with
deadlines that meet all APRA funds requirements.
4.3.2 Develoveir Assessment.
Prior to commitment of the ARPA Funds to the specific local project described herein, City
has determined that (i) Trinity habitat has the financial capacity and experience to undertake the
specific local project; and (ii) Trinity Habitat meets the requirements to own, develop, or sponsor
the housing.
4.4 Commitment of ARPA Funds.,
This Contract serves as the ARPA Funds written agreement. The ARPA Funds will be
committed by City to the project when this Contract is Rally executed and becomes legally binding.
4.5 Provide ARPA Funds.
City shall provide tip to $1,500,000.00 of ARPA. Funds in the form of a forgivable loan,
for eligible expense, for the purchase, replat, design, and development of fourteen single-family
lots, for the development of no less than 36 townhomes tinder the terms and conditions of this
Contract and the Doan Documents.
5. DEVELOPER. OBLIGATIONS,
5.1 Construction of Required Imvrovements.
Trinity Habitat will complete or caused to be completed the Required Improvements as
described in Exhibit "A" — Project Summary and Scope of Work in accordance with the
Plans, the schedule set forth in Exhibit "C" — Construction and Reimbursement Schedule,
and the terms and conditions of this Contract.
5.1.1 Written Cost Estimates. Construction Contracts and Construction Documents.,
Trinity Habitat shall submit to City any written cast estimates, construction contracts and
construction documents (collectively, the "Construction Documents") which will be prepared by
"Trinity Habitat to show the work to be undertaken for the Required Improvements in sufficient
detail that City can perform all required inspections. City shall review and approve written cost
ARPA sUBRFZ CIPIENT CONTRACT I REV. 6!22113
Fort Worth Area 11abitat for Humanity, Inc. — Allen Village, single -Family Towrihoines Page 5
estimates for the construction of the Required Improvements to detciTnine that such costs are
reasonable prior to the commencement of construction, In the event City in its reasonable
discretion determines that such costs are unreasonable, Trinity Ilabitat shall cause the revision of
said costs estimates to City's satisfaction.
5.2 Use of ARPA Funds.
5.2.1. Comoliance with ARPA Regulations and Contract.
Trinity Ilabitat shall be reimbursed for eligible Project costs with ARPA Funds only if City
determines in its sole discretion that:
5.2.1.1 Costs are eligible, expenditures in accordance with ARPA regulations.
5.2.1.2 Costs are in compliance with this Contract and the Loan Documents and
are reasonable and consistent with industry norms.
5.2.1.3 Complete Documentation, as applicable, is submitted to City by Trinity
Habitat.
5.2.2 Budget.
Trinity Habitat agrees that ARIA Funds will be paid on a reimbursement basis in
accordance with Txhibit "B" - Budget and C, xhibit "C." - Construction and Reimbursement
Schedule. 'Trinity Habitat may increase or decrease line item amounts in the Budget with the
Director's prior written approval, which approval shall be in the Director's sole discretion. Any
such increase or decrease in line items in the Budget shall comply with Section 5.2.1, Exhibit
"A" - Project Summary and Scope of Work, and shall not increase the total amo►xnt of ARPA
Funds.
5.2.3 Change in Project Bu.dget.
5.2.3.1 Trinity Habitat will notify City promptly of any additional funds it or
any of its subcontractors or subrecipients receive for the development
or operation 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 Trinity Habitat agrees to utilize the ARPA Funds to supplement rather
than supplant funds otherwise available for the Project.
5.3 P.avrnent of ARPA Funds to Trinity Habitat and Revavment__.
53.1 ARPA Funds will be reimbursed to Trinity Habitat within thirty (30) days of the
City's approval of Reimbursement Requests including submission of Complete Documentation to
City in compliance with Section 9. If Trinity Habitat expends all funds budgeted for the Project
prior to December 31, 2026, City may hold back $50,060.00 of the ARPA Funds until the
Required Improvements have been completed. it is expressly agreed by the Parties that any ARPA
Funds not reimbursed to Trinity Habitat shall remain with City.
5.3.2 The ARPA Funds are not subject to repayment so long as Trinity Habitat has
complied with all City requirements, state and Cederal laws, all federal regulations, including
ARPA Regulations, all local ordinances, this Contract, and the Loan Documents.
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5.4 Sale of-Reauirecl_Imarovements_to an Affordable Buyer.
5.4.1. Income Eheibility.
All purchasers of the townhomes must be an Affordable Buyer. Specifically, each
purchaser must be able to verify that their household income is at or below 80% AMI at the time
of application to purchase. Income may be verified using paycheck stubs, retirement
disbursement statement, social security award letters, and other documentation for each source of
income.
5.4.2 Affordable Buyer.
All purchasers of the townhomes must bean Affordable Buyer. Trinity habitat must verify
that a prospective purchaser is an Affordable Buyer and mast timely supply City with all
information necessary to prove eligibility. Any attempted sale of a house to a purchaser who is
not an Affordable Buyer shall be an event of default and shall result in automatic termination of
this Contract.
5.5 Identifv Proiec_t Exuenses Paid witli ARPA Funds.
Trinity .Habitat agrees to keep accounts and records in such a manner that City may readily
identify and account for project expenses reimbursed with ARPA Funds. These records shalt be
made available to City for Audit purposes and shall be retained as required hereunder,
5.6 Acknowledgement of City Payment of ARPA Funds.
Within 90 days of Completion, Trinity habitat shall sign an acknowledgement that City
has paid all ARPA Funds due under this Contract, or shall deliver a document executed by an
officer of Trinity Habitat identifying all or any portion of the ARPA funds that City has not been
paid to TRINITY HABITAT. Once City ba.s met all of its obligations for payment of ARPA Funds
hereunder, an officer of Trinity Habitat shall sign an acknowledgement of same.
5.7 Security for C:ity's Interest and Devel.00er's Performance.
To secure City's interest in the Required Improvements and the performance of Trinity
Habitat's obligations hereunder, Trinity Habitat shall execute the Loan Documents and record
the Deed of Trust before any cOnstruction materials are delivered to the Property or any work
is commenced on the Required Improvements. No ARPA Funds will be paid or reimbursed
until the Loan Documents are executed and th.c Deed of Trust is recorded. City will execute a
partial release of the Deed of Trust upon the: closing of the sale of each townhome to an
Affordable Buyer and each release shall be for a proportional amount of the Loan. For
avoidance of doubt, if2G townhomes are constructed, then each release would be for 1/26 of
the total Loan amount and would correspond to the land on which the townhome being sold is
located.
The Parties acknowledge that the replatting of the Property necessitated by the Project
will not be completed and recorded at the time of closing. The Parties further acknowledge,
that the legal description of the Property will be affectod by the replat. The Parties hereby
agree to amend the Deed of "Trust, and any other related documents, once the replat is finalized
and recorded.
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5.7,1 ARPA Loan Terms and Conditions.
Trinity Habitat will be required to:
5.7.1.1 Ex,ecutc and deliver the Promissory Note and Deed of Trust along with any
other Loan Documents required by City.
5.7.1.2 Provide City with a Mortgagee's or Leader's policy of title insurance in the
amount of the Loan.
5.7.1.3 Pay all costs associated with closing the Loan.
5.7.1.4 Provide City with a copy of an estimated settlement statement from the title
company at least 1 business day before closing of the Doan.
5.7.1.5 Intentionally deleted.
5.7.1.6 The term of the Loan shall be as specified in Section 3.1
5.7.1.7 No interest shall accrue on the Loan prior to the maturity date and so long
as there is no default ender this Contract or the Loan Documents.
5.7.1.8 The Loan is a forgivable, deferred payment loam. The Loan will be forgiven
provided that (1) each townhome is sold to an Affordable Buyer in
accordance with this Contract and the Loan Documents and (ii) Trinity
Habitat is not otherwise in default ofthe Loan terms or Contract provisions.
5.7.1.q Early repayment of the ARPA Loan shall not relieve Trinity Habitat of its
obligations under this Contract, the Loan Documents or the ARPA
Regulations. The Deed of Trust shall secure both repayment of the ARM
Funds, if required, and performance by Trinity Habitat of its obligations
under this Contract and the Loan Documents.
5.7.1.10 Refinancing of any senior loan, or any subordinate financing other than that
approved herein or otherwise by City, shall require thu review and City's
prior written approval, which approval shall not be unreasonably
conditioned or withheld.
5.7.1.11 Default tinder any senior loan shall be considered a default of the Learn.
5.7.1.12 Each townhome must be sold to an Affordable Buyer.
5.7.1.13 Failure by Trinity .Habitat to comply with this Section 5.7.1 will be an
event of default under this Contract and the Loan Documents.
5.9 ARPA Requirements Survive Transfer.
Any sale or transfer of the Property by 'trinity Habitat during; the Contract term or Loan
Term, other than a sale of a townhome to an Affordable Buyer or a transfer due to condemnation
or to obtain utility services, may at C:ity's sole discretion require the repayment of the ARPA
1 unds. At a minimum, any such sale or transfer will require the new owner or transferee to
assume in writing the ARPA Requirements as well as all of Trinity Habitat's other obligations
under this Contract. .Failure of the new owner or transferee to promptly assume all of Trinity
Habitat's obligations Linder this Contract and the Loan Documents will result in immediate
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Fort Worth Area Habitat For Humanity, Inc. — Alien Village, Single -Family Townhomes Pagc 8
termination of this Contract acid any ARPA Funds already paid to Trinity Habitat must be repaid
to City within 30 days of such termination. In addition, City may pursue any of its remedies
under the Loan Documents if the new owner or transferee fails to assume all of Trinity Habitat's
obligations hereunder.
5.9 AI; PA Regulations and City Requirements.
Trinity habitat shall comply with the ARPA regulations and City Requirements.
6. CONSTRUCTION.,
6.1. Construction Schedule_.
Trinity Habitat skull construct or cause to be constructed the Required Improvements in
accordance with the schedule set forth in the attached Exhibit "C" — Construction and
Reimbursement Schedule. Trinity Habitat shall not begin or allow construction to begin by a
subcontractor or subrecipient until City sends a Notice to Proceed. 'Trinity Habitat 's failure to
meet the Construction Schedule (as it may be modified in accordance with Section 14.19) or the
Completion Deadline shall be an event (if default under this contract, Subject to Section 14.19,
Trinity Habitat may not change the Construction Schedule without the Director's prior written
approval, which approval shall be in the Director's sole, reasonable discretion.
6.1.1 Construction Inspections;
The construction of the Required improvements must pass a Neighborhood Services
Department Minirnal Acceptable Standard Inspection along with any applicable City final
inspection approval at the completion of construction of the required Improvements.
6.2 Applicable Laws, Buildin Codes and Ordinances..
The Plans for the Required Improvements shall (i) confort-n to all applicable federal, state,
City and local laws, ordinances, codes, rules and regulations, including the ARPA Regulations,
and (ii) meet all City building codes.
6.5 Approval of Plans by City Not -Release of Responsibilitv.,
Approval of the Plans by City shall not constitute or be deemed (i) to be a release of the
responsibility or liability of Trinity Habitat or any of its subrecipients, architects, contractors,
subrecipients, or subcontractors, or their respective officers, agents, employees and lower tier
subcontractors, for the accuracy or the competency of the Plans, including, but not limited to, any
related investigations, surveys, designs, working drawings and specifications or other related
documents; or (ii) an assumption of any responsibility or liability by City for any negligent act,
error or on1ission in the conduct or preparation of any investigation, surveys, designs, working
drawings and specifications or other related documents by 'Trinity Habitat or any of their architects,
contractors, subrecipients, or subcontractors, and their respective officers, agents, employees and
lower tier subcontractors.
6.6 Contractor. Vendor, Subrecivient�and Subcontractor Requirements.
Trinity habitat shall use commercially reasonable efforts to ensure that all. subcontractors
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or subrecipients of the ARPA funds utilized for the construction of the Required Improvements
are appropriately licensed and such licenses are maintained throughout the construction of the
Required Improvements, Trinity Habitat shall require all subrecipients, subcontractors, or vendors
in the construction of the Required Improvements are not debarred or suspended from performing
the contraetor'5, subcontractor's or vendor's work by the City, the State of Texas, or the Federal
government. Trinity Habitat understands and acknowledges that 24 CFR Part 85.35 forbids
Trinity Habitat from Firing or continuing to employ any contractor, subcontractor orvendor
that is listed on the Federal Excluded Parties List System for Award Management,
www.sam.P_ov ("SAM"). Trinity Habitat shall confirm by search of SAM that all contractors,
subrecipients, subcontractors or vendors are not listed as being debarred, both prior to hiring and
prior to submitting a Reimbursement Request which includes invoices from any such contractor,
subrecipicrits, subcontractor or vendor. Failure to submit such proofs of search shall be an
event of default. In the event that City determines that any contractor, subrecipient, subcontractor
or vendor has been debarred, suspended, or is not properly licensed, 'Trinity Habitat shall
immediately cause such contractor, subrecipients, subcontractor or vendor to stop work on the
Required Improvements and shall not be reimbursed for any work performed by such contractor,
subrecipient, subcontractor or vendor. Ilowever, this Section should not be construed to be an
assumption of any responsibility or liability by City for the deteimiir►atian of the legitimacy,
quality, ability, or good standing, of any contractor, subrecipient, subcontractor or vendor. Trinity
Habitat acknowledges that the provisions of this section pertaining to SAM shall survive the
termination of this Contract.
6.7 Furnish_ Complete Set of "As Built" Plains.
Trinity Habitat acknowledges and agrees to furnish City a complotc set of "as built" plans
for the Required Improvements at completion of construction after all final approvals have been
obtained.
7. ADDITIONAL RJC,OUIREMENTS.
Trinity Habitat understands and agrees to comply with all requirements of tilt: ARPA
Regulations, including but not limited to the following:
7.7 LIUNITY HABITAT Procurement Standards.
Trinity Habitat shall comply, if applicable, and shall require all recipients of the ARPA
Funds to comply with all applicable federal, state and local laws, regulations, and ordinanecs for
malting procurements under this Contract. In addition to the conflict of interest provisions in
Section 14.13.3, Trinity Habitat shall establish written procurement procedures to ensure that
materials and services are obtained in a cost-effective manner and that provides, for full and open
competition. *lien procuring materials and services for this Contract, Trinity Habitat shall comply
at a tminimuni with the procurement standards in 2 C1iR Part 200.317 through Dart 200.326.
7.7.1. Contracts in excess of $10,000.00 made by Trinity Iiabitat or any subrecipient
using ARPA Funds must address termination for cause and convenience including the; manner by
which such termination shall be affected and the basis for settlement of the terminated contract, if
any, as required by Appendix II (13), 2 UR Part 200.
7.7.2 Trinity Habitat shall not make any contract with parties listed on the goven=ent
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wide System for Award Matragement, www,sam.gov ("SAM"). Trinity habitat shall require by
search of SAM that all contractors paid with ARPA Funds are not listed by SAM as being
debarred, both prior to hiring and prior to submitting a Reimbursement Request which includes
invoices from any such contractor. Failure to submit such proofs of search shall be an event
of default.
7.8 Cost PrincinleslC:ost Reasonableness.
The eligibility of costs incurred for performance rendered sha11 be determined in
accordance 2 CFR Part 200.402 through 2 Cl"'R Put 200,405, as applicable, regarding cost
reasonablcness and allocability.
7.9 F_ financial Management Standards.
Trinity habitat agrees to comply with 2 CFR Part 200. Trinity Habitat also agrees to adhere
to the accounting principles and procedures required therein, utilize adequate internal Controls, and
maintain necessary supporting and back -Lip documentation for all costs incurred in accordance
with 2 CFR Part 200.302 and Part 200.303,
7.10 Uniform Administrative Requirements, Cost Principles._ and _Audit
Requirements.
Trinity Habitat shall comply with the Uniform Administrative Requirements, Cost
Principles, and Audit Requirement's for Federal Awards in 2 CFR Part 200, as applicable, or any
reasonably equivalentprocedures and requirements that City may require.
7.11 Comphance with FFATA and Whistleblower Protections.
Trinity Habitat shall provide City with all necessary information for City to comply with
the requirements of 2 CFR 300(b), including provisions of the Federal Funding Accountability and
Transparency Act ("FFATA") governing requirements on executive compen8ation and provisions
governing whistleblower protections contained in 10 U.S.C. 2.409, 41 U.S.C. 4712, 10 U.S.C.
2324, 41 U.S.C:. 4304 and 41 U.S.C. 4310.
7.12 Internal Controls..
1n compliance with the requirements of 2 CFR Part 200.303, Trinity Habitat shall:
7.12.1 Establish and maintain effective internal controls that provide reasonable assurance
that Trinity Habitat is ensuring the work. that is being reimbursed using ARPA Funds is being
performed in compliance with federal statutes, regulations, and the terms and conditions of this
Contract. These internal controls shall comply with guidance in "Standards for Internal. Control
in the Federal Government" issued by the Comptroller General of the United States or the "Internal
Control Integrated Framework" issued by the Committee of Sponsoring Organizations of the
Treadway Commission ("CQSO");
7.12.2 Comply with federal statutes, regulations, and the terms and conditions of this
Contract and the Loan Documents;
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7.12.3 Evaluate and monitor any and tilt srbcontractors' or subrecipients' of the ARPA
Funds compliance with statutes, regulations and the terms and conditions of this Contract,
including the Loan Documents;
7.12.4 "fake prompt action when instances of noncompliance are identified including
noncompliance identified in audit findings; and
7.12.5 Take reasonable measures to safeguard protected personally identifiable
information and other information that City designates as sensitive or Trinity habitat considers
sensitive consistent with applicable federal, state, local and tribal laws regarding privacy and
obligations of confidentiality.
7.13 Copvriaht and Patent RiLhts,
No reports, maps, or other documents produced in whole or in part under this Contract shall
be the subject of an application fbr copyright by or on behalf of 'Trinity IIabitat or any
subcontractor or subrecipicnt of the ARPA Funds. City shall possess all rights to invention or
discovery, as well as rights in data which may arise as a result of Trinity Habitat or any
subcontractor's or subrecipient's performance under this Contract.
7.14 Terms _Annlicable to Contractors. Subcontractors, Subrecitnients and
'Vendors. - - -- - -
Trinity Habitat understands and agrees that all terms of this Contract, whether regulatory
or otherwise, shall apply to each contract, loan, or other documents related to the transfer, payment,
or Loan of the ARPA Funds, any and all contractors, subcontractors, subrecipients, and vendors
of Trinity Habitat which are in any way paid with ARPA Funds or who perform any work in
connection with the Project. Trinity .Habitat shall cause all applicable provisions of this Contract
to be included in and made a part of any contract or subcontract executed in the performance of' its
obligations hereunder, including its obligations regarding the performance requirements, City
requirements listed herein, and the ARPA regulations (collectively the "Obligations"). Trinity
Habitat shall monitor the services and work performed by its contractors, subrecipients,
subcontractors and vendors on a regular basis for compliance with the Obligations. Trinity Habitat
shall be responsible and obligated to cure all violations of the Obligations committed by its
contractors, subcontractors, subrecipients, or vendors, City maintains the right to insist on Trinity
Habitat's full compliance with the ten-ns of the Obligations and Trinity Habitat shall be responsible
for such compliance regardless of whether actions to fulfill the Obligations are taken by Trinity
Habitat or by Trinity Habitat's contractors, subcontractors, subrecipients, or vendors. Trinity
Habitat acknowledges that the pro -visions of this Section shall survive the earlier termination
or expiration of this Contract.
7.15 Pavment and Performance_ Bonds.
Trinity Habitat shall furnish City with payment and performance bonds in the total amount
of the construction cost in accordance with the requirement of 2 C]!R. Part 200.325. At City's
discretion other forms of assurance, may be acceptable.
7.16 Conflict of Interest Disclosure.
In accordance with the requirements of Section 14.13.2.1 and 14.13.4, Trinity Habitat shall
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establish conflict of interest policies for federal awards. "Trinity Habitat shall disclose to City in
writing any potential conflict of interest.
8. RECORD KEEPING, -- REPORTING AND DOCUMENTATION
IEVUIR1i MENT ; AUDIT. - — - - —
8.1 Record Keenin,
Trinity Habitat shall maintain a record -keeping systern 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 ofC:ity's monitoring and evaluation responsibilities. Specifically, Trinity
Habitat will keep or cause to be kept an accurate record of all actions taken and all funds spent,
with supporting and back-up documentation. Trinity Habitat will maintain all records and
documentation related to this Contract for 5 years after the termination or expiration of the
Contract, whichever is later ("Access Period"). If any claim, litigation, or audit is initiated related
to this Contract or the Project before the expiration of the Access Period, the records must be
retained until all such claims, litigation or audits have been resolved.
8.1.2 Access to Records.
City will have full access to, and the right to examine, audit, excerpt and/or transcribe any
of Trinity Habitat's records pertaining to all matters covered by this Contract throughout the
Access Period. Such access shall be during regular business hours and upon at least 48 hours'
prior notice.
8.2 Revort&
Trinity Habitat shall submit to City or cause to be submitted to City, all reports and
documentation described in this Contract in such form as City may prescribe, which may also
include a final performance and/or final financial report if required by City at the termination of
this Contract in such form and within such times as City may prescribe. failure to submit or to
cause submission any report or documentation to City required by this Contract shall be an
event of default and City way exercise all of it remedies for default under this Contract. City
shall not exercise its rights hereunder for default until its gives Trinity Habitat 45 days' notice of
such failure and Trinity habitat has failed to cure such default.
8,2.1 Additional Information.
Trinity Habitat shall provide City with additional information as may be required to
,substantiate ARPA activities and/or expenditure eligibility.
8.3 Chan a in Regortine Reouirements and Forms.
City retains the right to chwige reporting requirements and forms at its reasonable
discretion. City will notify `Trinity Habitat In writing at least 30 days prior to the effective date of
such change, and the Parties shall execute an amendtrtent to the Contract reflecting such change,
ifuecessary.
8.4 City Reserves the Right to Audit.
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City reserves the right and Trinity Habitat agrees for City to perform an audit of the Project
operations wed finances at any time during the term of the Access Period, if City determines that
such audit is necessary for City's compliance with the ARPA. Regulations or other City policies.
'trinity Habitat further agrees to allow access to all pertinent materials as described hercin. If such
audit reveals a questioned practice or expenditure, Trinity l Iabitat shall require that such questions
must be resolved within 15 Business .Days after notice to Trinity Habitat of such questioned
practice or expenditure. If questions are not resolved within this period, City reserves the right to
withhold further funding under this Contract. IF AS A RESULT OF ANY AUDIT IT IS
DETERMINED THAT TRINITY HABITAT OR ANY SUBCONTRACTOR,
SUBRECIPIENT, OR VENDOR OF TRINITY HABITAT HAS I+ALSIF'IED ANY
DOCUMENTATION OIL MISUSED, MISAPPLIED OR MISAPPROPRIATED ARIA
FUNDS OR SPENT ARPA FUNDS ON ANY INELIGIBLE ACTIVITIES, TRINITY
HABITAT AGREES TO RE, JMBURSE CITY THE AMOUNT OF SUCH MONIES.
8.4.1 Entities that Exneh[I $750,000 or more in Federal Funds- Per Year,.
Ail non-federal entities that expend $750,000 or more in federal funds within 1. year,
regardless of the source of the federal award, must submit to City an annual audit prepared in
accordance with specific reference to 2 CFR fart 200.501 through Part 200.521. If applicable, the
audit shalt cover Trinity Habitat'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 clays of its
completion. Trinity Habitat 's audit certification is attached hereto as EXHIBIT "D" — "Audit
Certification Form" and "Audit Requirements". The .Audit Certification Form must be
submitted to City prior to or with the first Reimbursement Request. Entities that expend less than
$750,000 a year in federal fiends are exempt from federal audit requirements for that year, but
records must be available for review or audit by appropriate officials of the federal. agency, City,
and General Accounting Office.
9. REIM131JRSEMENT REOUIREMENTS.
Trinity habitat shall provide City with Complete Documentation and the following reports
as sl2own in Exhibit "F" — Reimbursement Forms with each Reimbursement Request:
9.1 Attachment 1- 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 Trinity Habitat. by signing Attachment 1, Trinity
Habitat is certifying that the costs are valid, eligible, and consistent with the terms and conditions
of this Contract, and the data contained in the report is true and correct.
9.2 Attachment 11— Expenditure Worksheet.
This report shall iternize each expense requested for reimbursement by Trinity Habitat. In
order for this report to be complete the fallowing must be submitted:
9.2.1 Invoices for each expense with an explanation as to how the expense pertains
to the project, if necessary;
9.2.2 Conditional and unconditional lien releases, as appropriate, from 1st tier
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subcontractors; and
9.2.3 Proof that each expense was paid by Trinity Habitat, which proof can be
satisfied by cancelled checks, wire transfer documentation, paid receipts or
ether appropriate banking documentation.
9.3. Deadline for Submittiniz Reimbursement Rcouests.,
All Reimbursement Requests along with Complete Documentation shall be submitted by
Trinity Habitat to City within 60 days from each of the deadlines as shown in Exhibit "C" —
Constructiun and Reimbursement Schedule.
9.3.1 CITY SMALL HAVE NO OBLIGATION TO FAY ANY
REIMBURSEMENT REQUEST' THAT IS NOT RECEIVED WITHIN 60
CALENDAR DAYS OF THE DEADLINES SHOWN IN EXHIBIT "C" —
C:ONSTRUCTION AND REIMBURSEMENT SCHEDULE. In addition,
Trinity Habitat's failure to timely submit Reimbursement Requests and
Complete Documentation along with any required reports shall be an. event of
default.
9.3.2 CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT ON
,ANY REIMBURSEMENT REQUEST THAT IS NOT RECEIVED
WITHIN 30 CALENDAR DAYS OF THE COMPLETION DEADLINE.
9.3.3 Final payment will not be made until City has verified that the Required
Improvements are complete at the time of such Reimbursement Request.
9A Withholding PaVment•,
CITY SI-IALL WITHHOLD PAYMENT ON ,ANY REIMBURSEMENT
REQUEST THAT DOES NOT INCLUDE THE REQUIRED COMPLETE
DOC1l.JMIFNTATiON. City shall notify Trinity Habitat when it is withholding payment due to
lack of required complete documentation within 10 Business Days of malting such
determination.
9A.1 FINAL REIMBURSEMENT SHALL NOT BE MADE UNTIL ALL
LIENS ARE RELEASED TO CITY'S REASONABLE SATISFACTION.
9.5 Timing of Payment.
Provided that Trinity I-labitat submits Complete Documentation in conformance with the
requirements o'fthis Contract, City will reimburse Trinity Habitat for eligible expenses within 30
calendar days of receipt of the accepted bequest For Reimbursement.
10. Intentionally Omitted.
11. DEFAULT AND TERMINATION.
1.1.1 Failure to Bcein or Complete the Required Improvements.,
11.1.1 Failure to begin construction on the Required Improvements within 90
calendar days of the execution of this Contract shall result in the Contract automatically
terminating without further warning or opportunity to cure, and with no penalty or liability to City.
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11.1.2 If City determines that the Required Improvements were not completed by the
Completion Deadline (as may be modified in accordance with Section 14.19) or have failed to pass
any of the .inspections described in Section 6.1.1 (or to promptly correct any noted deficiency and
subsequently pass such inspection), within 45 calendar days following written notice by City (or
such other longer notice period as may be specified herein), or if Trinity Habitat has diligently
and continuously attempted to cure following receipt of such written notice but reasonably required
more than 45 calendar days to cure, as determined by both Parties mutually and in good faith, 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 ARPA Funds from ,trinity Habitat to be paid within 30 days' after receiving such
demand and enforce any of the provisions for default.
11.2 Failure to Submit Complete Documentation Durine Construction.
11.11 If Trinity Habitat fails to submit all applicable Complete Documentation during
construction of the Required Improvements in accordance with Exhibit "C" -- Construction and
Reimbursement Schedule, or if any report or documentation submitted as part of Complete
Documentation is not in compliance with this Contract or the ARPA. Regulations as determined
by City, City will notify Trinity Habitat in writing and Trinity Habitat will have 15 calendar days
from the date of the written notice to submit or resubmit any such report or documentation. If
Trinity I•-Iabitat 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 30 days (a
total of 45 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 and may demand
repayment of all ARPA, Funds disbursed to be repaid to City by Trinity Habitat within 30
days of receipt of such notice. Trinity Habitat acknowledges that notwithstanding anything to
the contrary herein, City will not be required to pay any ARPA Funds to Trinity Habitat during; the
period that any such report or documentation is not in compliance with this Contract or the .ARPA
Regulations.
11.2.2 If any of Trinity Habitat's Reimbursement Requests are incomplete or
otherwise not in compliance with this Contract or ARPA Regulations as determined by City,
Trinity Habitat shall be in default of this Contract. City will notify 'Trinity Habitat in writing of
such default and the 'Trinity I Iabitat will have 15 calendar days from the date of the written Notice
to resubmit any such Reimbursement Request to cure the default. If the Trinity Habitat fails to
cure the default within such time, Trinity Habitat shall forfeit any payments otherwise due under
such Reimbursement Request. If such failure to resubmit such Reimbursement Request continues
for an additional 30 days (a total of 45 days), the City shall have the right to terminate this
Contract effective immediately upon written notice of such intent with no penalty or liability
to City and may demand repayment of all ARPA Funds disbursed to be repaid to City by
Trinity Habitat within 30 days of receipt of such notice. Notwithstanding anything to the
contrary herein, City will not be required to pay any ARPA Funds to Trinity Habitat during the
period that any such Reimbursement Request is not in compliance with this Contract or the .ARPA
Regulations.
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11.2.3 Trinity Habitat acknowledges that in the event of more than 3 instances of
uncured default under Sections 11.2.1 or 11.2.2 which have a material adverse irrapact on the
project, City reserves the right at its sole option to terminate this Contract effective immediately
upon written notice of such intent with no penalty or liability to City and may demand repayment
of all ARIA Funds by Trinity Habitat to the City within 30 days of receipt of such demand.
11.2.4 Trinity Habitat acknowledges that notwithstanding anything to the contrary
herein, City will not be required to pity any ARPA Funds to Trinity Habitat during the period that
any Reimbursement Requests, reports or documentation are past due or are not in compliance with
this Contract or the ARPA Regulations, or during any period during which Trinity Habitat is in
default of this Contract.
11.2.5 Trinity Habitat acknowledges that in the event of termination under this Section
11.2, all ARPA Fund8 awarded but unpaid to Trinity Habitat pursuant to this Contract shall be
immediately forfeited and Trinity Habitat shall have no further right to such funds, and any ARPA
Funds already paid to Trinity I labitat must be repaid to City by Trinity Habitat within 30 days of
receipt of the notice of termination under this Section. Failure to repay such ARPA I+uuds will
result in City exercising all legal remedies available to City under or pursuant to this
Contract. For clarification, the defaults and related remedies set out in this Section 11.2 are not
intended to arise from mathematical errors or other minor defects in a Reimbursement bequest.
11.3 Failure to Maintain or Submit Reauired_Reports and Documentation
During Performance Period.
If Trinity Habitat 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 ARPA Regulations as determined by City, City will notify
Trinity Habitat in writing and Trinity Habitat will have 45 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 Trinity Habitat fails to maintain the required reports
or documentation, or submit or resubmit any such report or documentation within such time, Laity
shall have the right to terminate this Contract effective immediately upon written notice of such.
intent with no penalty or liability to Laity. In the event of termination under this Section 11.3, any
ARPA Funds paid to "Trinity Habitat must be repaid to City within 30 days of termination under
this Section, or at City's election Trinity Habitat must repay City in accordance with the provisions
of Section 5,3.2. Failure to repay will result in City exercising all legal remedies available to City
under or pursuant to this Contract.
11.4 to General.
11.4.1 Triruty Ilabitat acknowledges that subject to Sections 1 1.1, 11.2 and 113, and
unless specifically provided otherwise in this Contract, Trinity Habitat shall be in default if Trinity
Habitat breaches any term or condition of this Contract. In the event that such a breach remains
uncured after 45 calendar days following written notice by City (or such other longer notice period
as may be specified herein), or if Trinity Flabitat has diligently and continuously attempted to cure
following receipt of such written notice but reasonably required more than 45 calendar days to
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cure, as determined by both Parties mutually and in good faith, City shall have the right to elect,
in City's sole discretion, to (i) extend Trinity Ulabitat's, time to care, (ii) terminate this Contract
effmtive immediately upon. written notice of such intent to Trinity Habitat , or (iii) pursue any
other legal remedies available to City.
11.4.2 Trinity Habitat acknowledges that City's remedies include but are not limited
to:
1I.A.2.1 .Direct Trinity Habitat, in City's sole discretion, to prepare and
follow a schedule of actions for carrying out the affected activities,
consisting of schedules, timetables and milestones necessary to
implement the affected activities.
11.4.2.2 Direct Trinity Habitat, in City's sole; discretion to establish and
follow a management plan that assigns responsibilities for carrying
out the remedial activities.
1.1.4.2.3 Cancel or revise activities likely to be affected by the perfonnwice
deficiency before expending ARPA Funds for the. activities.
11.4.2.4 Reprogram ARPA Funds that have not yet been expended from
affected activities to other eligible activities or withhold ARPA
Funds.
11.4.2.5 Direct Trinity Habitat, in City's sole discretion to reimburse City in
the amount of ARPA funds.
1.1.4.2.6 Suspend reimbursement of ARPA I"unds for affected activities.
11.4.2.7 Any other appropriate action including but not limited to any
remedial action legally available such as declaratory judgment,
specific performance, damages, temporary or permanent
injunctions, termination of this Contract, and any other available
remedies.
11.4.3 Trinity Habitat acknowledges that in the event of termination under this Section
11.4, all ARPA Funds awarded but unpaid shall be immediately rescinded and Trinity Habitat shall
have no further right to such funds and any ARPA Funds already paid to Trinity Habitat 111115 be
repaid by Trinity Habitat to City, within 30 days of termination. Failure to repay such ARPA
Funds will result in City exercising all legal remedies available to City under or pursuant to
this Contract.
11.5 No Funds Disbursed While In Breach.
Trinity Habitat acknowledges and agrees that no ARPA I^unds will he paid to Trinity
Habitat until all defaults are cured to City's satisfaction.
11.6 No Compensation After Date of Termination.
Trinity Habitat acknowledges that in the event of termination, Trinity Habitat shall not
receive any ARPA Funds in compensation For work undertaken after the date of termination.
11.7 Rights of ON Not Affected,
Trinity Habitat acknowledges that termination shall not affect or terminate any of the
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existing rights of City against Trinity Habitat, or which may thereafter accrue because of such
default, and this section shall be in addition to any and all other rights and remedies available to
City under the law and various lotus documents including, but not limited to, compelling Trinity
Habitat 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
noted as surviving the term or termination of this Contract. No delay or omission by City in
exercising any right or remedy availablc to it under this Contract shall impair any such right or
remedy or constitute a waiver or acquiescence in any Trinity Habitat default.
11.8 Waiver of Breach Not Waiver_of Subsequent Breach.
The waiver of 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.
'Trinity Habitat acknowledges that failure to perform ail the Contract terms or terms in the
various loan documents may result in civil, criminal or administrative penalties, including, but not
limited to those set but in this Contract.
1.1.10 Termination for Cause.
11.10.1 Trinity Habitat acknowledges that City may terminate this Contract in the event
of default under this Contract, inability or failure to perform, subject to notice, grace and cure
periods. In the event City terminates this Contract for cause, all ARPA Funds awarded but unpaid
to Trinity Habitat pursuant to this Contract shall be immediately rescinded and Trinity Habitat
shall have no further right to such funds and any ARPA Funds already paid to Trinity Habitat must
be repaid to City by Trinity Habitat within 30 calendar days of tennination. Failure to repay such
ARIA Funds will result in City exercising all legal remedies available to City under or pursuant
to this Contract. IF CITY TERMINATES THIS CONTRACT FOR CAUSE, NEITHER
TRINITY HABITAT NOR ANY AFFILIATES OF TRINITY HABITAT SHALL BE
CONSIDERED FOR ANY OTHER CITY CONTRACT FOR ARPA FUNDS FOR A
MINIMUM OF 5 YEARS FROM THE DATE OF TERMINATION.
11.10.2 Trinity habitat may terminate this Contract if City does not provide the ARPA
Funds substantially in accordance with this Contract. In such event, the termination of the Contract
shall have the effect of returning the Parties to their respective circumstances as existed prior to
the execution of this Contract, and no terms or obligations shall survive the date of termination.
For avoidance of doubt, if any ARPA 1" unds were provided to Trinity Habitat prior to the effective
date of termination under this section 11.10.2,'rrinity Habitat shall repay any and all AFUPA funds
provided by City to Trinity Habitat within 30 days of the date of termination. Failure to repay the
ARPA Funds may result in the City taking legal action against Trinity Habitat.
11.11 Termination for Convenience.
In terminating in accordance with 2 CFR 200, Appendix 11, this Contract may be terminated
in whole or in part only as follows:
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11.11.1 By City with the consent of Trinity Iiabitat in which case: the parties shall agree
upon the termination condi.tion%, including the effective (late and in the case of partial termination,
the portion to be terminated; or
11.11.2 By Trinity Habitat with written notification to City setting forth the reasons for
such termination, the effiective date, and in the case of partial termination, the portion to be
terminated. In the case of a partial termination, City may terminate the Contract in its entirety if
City determines in its sole discretion that the remaining portion of the Contract to be performed or
ARPA funds to be spent will not accomplish the purposes for which this Contract was made. For
avoidance of doubt, if any ARPA funds were provided to Trinity Habitat prior to the effective
date of termination under this section 11.11,2, Trinity Habitat shall repay any and all ARPA Funds
provided by City to Trinity Habitat within 30 days of the date of termination. Failure to repay the
ARPA funds may result in the City taking legal action against `trinity Habitat.
11.12 Intentionally Ornitted.
11,13 Reversion of Assets,
In the event this Contract is terminated with or without cause by either party, all tangible
personal. property owned by Trinity Habitat on any contractors, subcontractors, subrecipients, or
vendors that was acquired or improved with the ARPA Funds included but not limited to plans,
drawings, surveys, renderings, construction documents and any other personal property shall
belong to City and shall automatically transfer to City or to such assignees as City may designate.
11.14 Intentionally Omitted.
11.15 Non-Appropriatiion of Funds.
In the event no funds or insufficient funds are appropriated by City in any fiscal period
for any payments due hereunder, City will notify Trinity Habitat of such occurrence and this
Contract will terminate on the last day of the fiscal period for which appropriations were received
without penalty or expense to City of any kind whatsoever, except as to the portions of the
payments herein agreed upon for which finds have been appropriated.
11.16 Dissolution of TRINITY HABITAT Terminates Contract.
In the event Trinity Habitat is dissolved or ceases to exist, this Contract shall terminate. In
the event of termination under this Section, all ARPA Funds are subject to repayment and/or City
may exercise all of its remedies under or pursuant to this Contract.
12. REPAYMENT OF FUNDS.
All ARPA Funds are subject to repayment in the event the project does not meet the
requirements as set out in this Contract or in the ARPA Regulations. If TRINITY HABITKY or
any contractor, subcontractor, subrecipient, or vendor takes any action that results in City
being required to repay all or any portion of the ARPA Funds, Trinity Habitat agrees it will
reimburse City for the full amount of such repayment within thirty days of such notice.
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13. MATERIAL OWNERSHIP CHANGE.
Trinity Habitat acknowledges that if Trinity Habitat materially changes after the date of
this Contract, City may, but is not obligated to, terminate this Contract. Trinity Habitat
acknowledges that City has 30 days to make such determination after receipt of notice from Trinity
I iabitat, and failure to make such determination in. that tilde period will constitutea waiver. Trinity
Habitat acknowledges that in the event of termination under this Section 13, all ARPA Funds
awarded but not yet paid to Trinity Habitat pursuant to this Contract shall be immediately rescinded
and Trinity Habitat shall have no further right to such funds, and any ARPA Funds already paid to
Trinity Habitat must be repaid to City within 30 days of termination under this Section in
accordance with the terms of this Contract.
14. GENERAL PROVISIONS.
14.1 Trinity Habitat an Indevendent Contractor.
Trinity Habitat shall operate hereunder as an independent contractor and not as an officer,
agent, servant or employee of City. Trinity Habitat shall have exch.isive 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, ernployces, contractors, subcontractors, subrecipients, venders,
tenants, clients, licensees or invitees.
14.2 Doctrine of Restnondeat Suuerior.
Trinity Habitat acknowledges that the doctrine of respondeat superior shall not apply as
between City or Trinity Habitat, any officers, members, agents, servants, employees, contractors,
subrecipients, subcontractors, vendors, tenants, licensees or invitees. Trinity Habitat agrees that
nothing herein shall be construed as the creation of a partnership or joint enterprise between City
or Trinity Habitat. It is further understood that City shall in no way be considered a Co -employer
or a .ioint employer of Trinity Habitat or any officers, agents, servants, employees, subrecipients,
or subcontractor of Trinity Habitat. Neither Trinity Habitat, nor any officers, agents, servants,
employees, subrecipients, or subcontractor of Trinity I Iabitat shall be entitled to any employment
benefits from City. Trinity Habitat shall be responsible and liable for any and all payment and
reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees,
subrecipients, or subcontractor. City does not have the legal right to control the details of the tasks
performed hereunder by Trinity 1-fabitat, its officers, members, agents, employees, contractors,
subrecipients, subcontractors, vendors, licensees or invitees.
14.3 Trinity Habitat's Proverty.
City shall under no circumstances be responsible for any property belonging to Trinity
Habitat , its officers, members, agents, employees, contractors, subrecipients, subcontractors,
vendors, tenants, clients, licensees or invitees that may be lost, stolen or destroyed or in any wry
damaged and TRINITY HABITAT HERE + BY INDEMNIFIES AND HOLDS HARMLESS
CITY AND ITS OFFICERS, AGENTS, AND EMPLOYEES FROM ANY AND ALL
CLAIMS OR SUITS PERTAINING ro OR CONNECTED WITH SUCH PROPERTY,
SAYE AND EXCEPT THOSE ARISING OUT OF THE GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OF THF, CITY, ITS OFFICERS, AGENTS OR EMPLOYEES,
14.4 Intentionally 0rnitted.
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14,5 Venue.
Venue for any action, whether real. or asscilcd, at law or in equity, arising out of the
execution, performance, attempted performance or nori-performance of this Contract shall lie in
state courts located in Tarrant County, Texas or the United States District Court for the Northern
District of Texas — Fort Worth Division
14.6 Governing Law.
This Contract shall be governed by and construed in accordance with the laws of the State
of Tcxas. 1f any action, whether real or asserted, at law or in equity, arises out of the execution,
performance or non-performance of this Contract or on the basis of any provision herein, for any
issue not governed by federal law, the choice of law shall be the laws of the State of Texas.
14.7 Severability.
The provisions of this Contract are severable, and, if for any reason a clause, sentence,
paragraph or other pant 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.
However, the Parties agree that provisions relating to the construction and completion of the
Required Improvements, provisions related to securing the affordability of the townhomes, and all
provisions related to events of default and remedies in the event of a default are essential to this
Contract and that the Contract cannot be reformed without all requirements and remedies currently
included herein.
14.8 Written Agreement Entire Aucement.
'Phis written instrument and the attachments and exhibits attached hereto along with the
Loam Documents, which arc 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 executed by the Parties.
14.9 Paragraph Headines for Reference Unlv�No Legal Significance; Number
and Gender. The paragraph headings contained herein are for convenience in reference to this Contract
and are not intended to define or to limit the scope of any provision of this Contract. When context
requires, singular nouns and pronouns include the plural and the masculine gender shall be deemed
to include the feminine or neuter and (lie ncuter gender to include the masculine and feminine.
The words "include" and "including„ whenever used herein shall be deemed to be followed by the
words "without limitation".
14.10 Compliance With All Applicable Laws and Regulations.
Trinity habitat agrees to comply fully with all applicable taws and regulations that are
currently in effect or that are hereafter amended during the term of this Contract and throughout
the Performance Period. 'Those laws include, but are not limited to:
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Dort Worth Area Hahitet for flumariity, .Inc. - Allen Village, Single-PaniNy Townhoines Page 22
31 CFR Part 35 and Sections 603(c)(1)(A) and 603(c)(1)(C) of 'Title VI of the Social
Security ActTitle 1 of the Housing and Conununity Development Act of 1974, its
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 1.968 (42 U.S.C. Sections
3601 et seq.)
➢ Executive Orders 11063, 11246 as amended by 11375 and 12086 and as supplemented
by Department of Labor regulations 41 CFR, Part 60
➢ 'rho Age Discrimination in Employment Act of 1967
7'he Age Discrimination Act of 1975 (42 U.S.C. Sections 6101 et sect.)
➢ The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970
(42 U.S.C. Sections 4601 et sect. and 49 CFR Part 24) ("URA")
Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. Sections 794 at seq.) and 24
CFR Fart 8 where applicable
% National Environmental Policy Act of 1969, as amended, 42 U.S.C. sections 4321 el
seq, ("NEPA") and the related authorities listed in 24 CFR Part 58.
➢ The Clean Air Act, as amended, (42 U.S.C. Sections 1251 el ,Sect.) and the Clean Water
Act of 1977, as amended (33 U.S.C. Sections 1251 et seq.) and the related Executive
Order t 1738 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 1.101 et .seq.)
specifically including the provisions requiring employer verifications of legal status of
its employees
1� 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 CM Part 87 related to lobbying, including the requircnlel7t 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 Wort: Hours and Safety Standards Act (40 U.S.C, 327A 300) as
supplemented by 29 CFR Part 5
> Section 3 of the Housing and Urban Development Act of 1968, and implementing
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regulations related to housing and community developnlunt financial assistance at 24
C.FR Part 75
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
,seg.) and implementing regulations at 24 CPR Part 35, subparts A, B, M, and R
Uniform Administrative Requirements, Cost Principles, and Audit requirements for
Federal Awards, 2 Cl^ R Part 200 el sect.
Federal Funding Accountability and Transparency Act of 2006, (.Pub.L. 109-282, as
amended by Section 6205(a) OfPub.L. 110-252 and Section 3 of Pub.L. 113-101)
➢ federal Whistleblower Regulations, 10 U.S.C. 2409,41 U.S.C. 4712, 10 U.S.C. 2324,
41 U.S.C. 4304 and 41 U.S.C. 4310_
14.12 Prohibition Against Discrimination.
14.12.1 General Statement.
Trinity Habitat, in the execution, performance or attempted perfon-Nuance of this Contract
and in operation of services provided can the Property, shall comply with all non-discrimination
laws and ordinances. Trinity Habitat may not discriminate against any person because of race,
color, sex, gender, religion, national origin, familial status, disability or perceived disability, sexual
orientation, gender identity, gender expression, or transgender, nor will Trinity Habitat permit its
officers, members, agents, employees, vendors, subcontractors or subrecipients, or project
participants to engage in such discrimination.
Trinity Habitat acknowledges that this Contract is made and entered into with reference
specifically to the ordinances codified at Chapter 17, Article III, Divisions 3 - Employment
Practices of the City Code, and Trinity Habitat hereby covenants and agrees that 'Trinity Habitat
its officers, members, agents, employees, subcontractors, subrecipients, and contractors, have fully
complied with all provisions of same and that no employee, or applicant for employment Ila$ been
discriminated against under the terms of such ardinances by either or its officers, members, agents,
employees, contractors or vendors.
14,12.2 No Discrimination In )EtmWovment_ during the Performance of this
Contract. - — - - - -
Trinity Habitat acknowledges that duriiig the performance of this Contract Trinity Habitat
Will require that its contractors, subcontractors, subrecipients, and vendors also comply with such
provision by including it or a substantially similar provision in all contracts with its contractors
and vendors;
nonlracibr'.s, � ubconfrcactor's or Vendor's Ncun.el will ilgt 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. [Conlractor's.
Subcontractor's or Vendor's Named 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
ARPA SUSRECiPIENT CONTRACT I REV. 612123
Foil Worth Area Habitat for fluinanity, Inc. Allen Village, single-Fatziily •rownfrolnes Page 24
transgender and that employees are treated fairly during employment without regard to
their rate, color, sex, gender, religion, national irngin, familial status, disability or
perceived disability, sexual orientation, gender identity, gender expression or transgender.
Such action shall include, but not be limited to, the following: employment, upgrading,
demotion or transfer, recruitment or recruitment advertising„ layoff or termination, rates of
pay or other forms of compensation, and selection for training, including apprenticeship,
[Contractor's, Subcontractor's or Vendor's _N amel agrees to post in conspicuous places,
available to employees and applicants for employment, notices setting forth the provisions
of this nondiscrimination clause.
LCvntractor's, Subcontractor's or Vendor's Namel will, in all solicitations or
advertisements for employees placed by or on behalf of JConlracto►•'s, 5'u6conlracior's or.
Vendor's Names, 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.
I -Contractor's, Subcontractor's or Vendor'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,
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.
Wontractor's, Subcontractor's or Vendor's Name} further covenants that .neither it nor its
officers, members, agents, employees, contractors, or persons acting on their behalf, shall
specify, in solicitations or advertisements for employees to work on this Contract, a
maximum age limit for such employment unless the specified maximum age limit is based
upon a bona fide occupational qualification, retirement plan or statutory requirement.
14.12.3 TRINITY HABITAT 's Contractors and the ADA.
In accordance with the provisions of the Americans With Disabilities Act of 1990
("ADA"), Trinity Habitat warrants that it will not unlawfully discriminate on the basis of disability
in the provision of services to the general public, not in the availability, terms and/or conditions
of employment for applicants for employment with, or erployees of Trinity 1--labitat. TRINITY
HABITAT WARRANTS IT WILL FULLY COMPLY WITH ADA'S PROVISIONS AND
ANY OTHER APPLICABLE FEDERAL, STATE AND LOCAL LAWS CONCERNING
DISABILITY AND WILL TO THE EXTENT PERMITTED BY APPLICABLE LAW,
DEFEND, INDEMNIFY AND HOLD CITY HARMLESS AGAINST ANY CLAIMS OR
ALLEGATIONS ASSERTED BY THIRD PARTIES, CONTRACTORS,
SUBCONTRACTORS, SUBRECIPIENTS' OR VENDORS AGAINST CITY ARISING
OUT OF ITS AND/OR ITS CONTRACTORS% SUBCONTRACTORS', VENDORS',
AGENTS' OR EMPLOYEES' ALLEGED FAILURE TO COMPLY WITH THE, ABOVE -
REFERENCED LAWS CONCERNING DISABILITY .DISCRIMINATION IN THE
PERFORMANCE OF THIS CONTRACT.
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14.13 Conflict of Interest and Violations of Criminal Law.
14.13.1 Trinity Habitat Safeeuards.
Trinity Habitat 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. TRINITY HABITAT shall disclose to City any conflict of
interest or potential conflict of interest described above, immediately upon discovery of such.
14,13.2 General Prohibition Aeainst Conflicts of Interest.,
TRINITY HABITAT acknowledges that no persons who is an employee, agent,
consultant, officer or elected official or appointed officials of City, or Trinity habitat who exercise
or have exercised any functions or responsibilities with respect to activities assisted with ARPA
funds or who are in a position to participate in a decision -making process or gain inside information
with regard to these activities may obtain a financial interest or benefit from a ARPA-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 I year thereafter.
14.13.2.1 Trinity Habitat shall establish conflict of interest policies for Federal
Awards and shall provide such policies in writing to City in accordance with the
requirements of 2 CFR Part 200.112.
14.13.3 Disclosure of Conflicts of Interest.
In compliance with 2 CFR Part 200.112, Trinity Habitat is required to timely disclose to
City in writing any potential conflict of interest, as described in this Section.
14.13.4 Disclosure of Texas Penal Cade Violations.
Trinity Habitat affirms that it will adhere to the provisions of the Texas Penal Code which
prohibits bribery and gifts to public servants.
14.13.5 Disclosure of Federal Criminal Law Violations.
In compliance with 2 CFR Part 200.113, Trinity Habitat is required to timely disclose to
City all violations of federal criminal law involving fraud, bribery or gratuity violations potentially
affecting this Contract.
14.14 Labor Standards.
14.14.1 As applicable, Trinity Habitat 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 (DLO U.S.C. 327 et sect.) 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. Trinity Habitat agrees to comply with the
Copeland Anti -Kick Back Act (18 U.S.C. 874 el seq.) and its implementing regulations of the
United States Department of Labor at 29 C.FR fart 5. 'Trinity Habitat shall maintain documentation
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Fort Worth Area Habitat for Ilumanity, Inc, —Allen Village, Single-Faroily Townhomes Page 26
that demonstrates compliance with hour and wage requirements of dais Contract and the ARPA
Regulations. Such documentation shall be made available promptly to City for review upon
request.
14.14.2 Trinity Habitat agrees that, where required by the ARPA Regulations, all
contractors engaged under contract for construction, renovation or repair work financed in whole
or in part with assistance provided under this Contract, shall comply with federal requirements
adopted by City pertaining to such contracts and with the applicable requirements of the
regulations of the Department of Labor under 29 Cf R Parts 1, 3, S and 7 governing the payment
of wages and ratio of apprentices and trainees to journey workers; provided that, if wage gates
higher than those required under these regulations are imposed by state or local law, nothing
hereunder is intended to relieve Trinity I Iabitat of its obligation, if any, to require payment of the
higher wage. Trinity Habitat shall cause or require to be inserted the provisions meeting the
requirements of this paragraph in all such contracts subject to such regulations.
14.14.3 If Davis -Bacon is applicable, Trinity Habitat shall provide City access to
employee payrolls, contractor, subrecipients', and subcontractors' payrolls and other wage
information for persons performing construction of the Development. Payrolls must be submitted
to the Neighborhood Services Department with each Reimbursement Request, and must be
available to Neighborhood Services Department staff upon request. In addition, Trinity Habitat
shall ensure that City will have access to employees, contractors, subrecipients, and subcontractors
and their employees in order to conduct onsite interviews with laborers and mechanics. Trinity
Habitat shall inform its contractors, subrecipients, and subcontractors that City staff and/or Federal
agencies may conduct periodic employee wage interview visits during the construction of the
Required Improvements to endure compliance.
14.15 Subcontracting_ with Small and Minority Firms, Women's Business
Enterprises and Labor Su.rnius Areas.
14.15.1 Trinity Habitat acknowledges that for contracts $100,000.00 or larger,
Trinity Habitat agrees to abide by City's policy to involve certified Business Equity Firms and to
provide there equal opportunity to compete for contracts for construction, provision of professional
services, purchase of equipment and supplies and provision of other services required for the
completion of the project, as stated herein. For this Contract Trinity Habitat and any
subcontractors, subrecipients, or contractors must make good faith efforts to work with the City of
Fort Worth's Diversity and Inclusion Department to ensure that Business Equity Firms certified
with the City are engaged to the extent possible for any covered contracts procured after the
effective date of this Contract.
14.15.2 Trinity I Iabitat acknowledges and agrees that it is national polity to award
a fair share of contracts to disadvantaged business enterprises C'DBEs"), small business enterprises
("SBEs"), minority business enterprises ("MBEs"), and women's business enterprises ("1WBEs").
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Fort Worth Area Habitat for Humanity, tic. — Allen Village, Single -Family Towtihornes Page 27
Accordingly, affirmative steps must be taken to assure that DBEs, SBEs, MBEs, and WBEs are
utilized when possible as sources of supplies, equipment, construction and services.
14.15.3 Intentionally Omitted.
14.16 Other Laws.
Failure to list any federal, state or City ordinance, law or regulation that is applicable to
Trinity Habitat does not excuse or relieve Trinity Habitat from the requirements or responsibilities
in regard to following the law, nor from the consequences or penalties for Trinity Habitat' failure
to follow the law, if applicable.
14.17 Assignment.
14.17.1 Trinity Habitat 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 light to lnsoeet Trinity Habitat Contracts.
City has the right to inspect any agreements in writing that are (i) proposed contracts or
other legally binding documents between regarding the ARPA funds (ii) contracts between Trinity
Habitat , and a general contractor and subcontractors, including any lower tier subcontractors
engaged in any activity that is funded as part of the construction of the Required Improvements,
(iii) contracts between Trinity Habitat and any vendor contracts arising out of the operation of the
project, and (iv) contracts between Trinity Ilabitat and any third party contracts to be paid with
ARPA Funds, prior to any charges being incurred.
14.19 Force Majeure.
If Trinity habitat 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, pandemics and epidemics, earthquakes, fires,
floods, restraints or prohibitions by any court, board, department, commission or agency of the
United States or of any States, civil disturbances, or explosions, inclement weather, or some other
reason beyond Trinity Habitat's control (collectively, "Force Majeure Event"), the obligations
so affected by such Force Majeure Event will be suspended only during the continuance of such
event and the completion date for such obligations shall be extended for a like period. Trinity
Habitat 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 Trinity Habitat obligation regardless of the extent of any existing Force
Majeure Event. Trinity Habitat will use con-tnercially reasonable efforts to remedy its inability to
perform as soon as possible.
1.4.20 Survival.
Any provision of this Contract that pertains to the ARPA Regulations, indemnity
obligations, reporting requirements, the City Requirements, auditing, monitoring, record keeping
and reports, City ordinances, the provisions of Section 6.6 pertaining. to the Federal System Award
MEmagement, or any other applicable ARM Project requirements, and any default and
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fort Worth Area Habitat 'for Humanity, Inc. — Allen Village, Single -Family Townhomes Page 28
enforcement provisions necessary to enforce such provisions, shall survive the term or carlier
termination of this Contract for the longer of (i) 5 years after the termination of this Contract, or
(ii) 5 years after the expiration of the Contract Term, and shall be enforceable by City against
Trinity Habitat .
14.21 REVIEW OF COUNSEL.
The Parties acknowledge that each Party and its counsel have reviewed and revised this
Contract and that the normal rules of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation of this Contract or
any of the exhibits attached hereto,
15. INDEMNIFICATION AND RELEASE.
TRINITY HABITAT 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 OF ANY KIND OR CHARACTER, INCLUDING BUT NOT
LIMITED TO CLAIMS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER
RIND OR CHARACTER, 'WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN
CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED
PERFORMANCE OR NONPERFORMANCE OF THIS CONTRACT AND/OR THE
OPERATIONS, ACTIVITIES AND SERVICES OF THE PROJECT DESCRIBED
HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART, BY ALLEGED
NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS, SUBRECIPIENTS, OR SUBCONTRACTORS OF CITY, BUT NOT
FROM TIME CITY'S OR CITY'S OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS OR SUBCONTACTORS ACTUAL GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT AND TRINITY HABITAT HEREBY ASSUMES ALL
LIABILITY AND RESPONSIBILITY OF CITY AND ITS OFFICERS, AGENTS,
SERVANTS, AND EMPLOYEES FOR ANY AND ALL CLAIMS OR SUITS FOR
PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH,
TO ANY AND ALL PERSONS, OF WHATSOEVER KINDS OR CHARACTER,
WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH
THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR
NONPERFORMANCE OF THIS CONTRACT AND AGREEMENT AND/OR THE
OPERATIONS, ACTIVITIES AND SERVICES OF THE PROJECT DESCRIBED
HEREIN, "WHETHER OR NOT CAUSED IN WHOLE OR 1N PART BY ALLEGED
NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, .EMPLOYEES,
CONTRACTORS, SUBRECIPIENTS, OR SUBCONTRACTORS OF CITY BUT NOT
FROM THE CITY'S OR CITY'S OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS OR SUBCONTACTORS ACTUAL GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT. TRINITY HABITAT FURTHER COVENANTS AND
AGREES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO AND DOES
HEREBY INDEMNIFY AND HOLD HARMLESS CITY FROM AND AGAINST ANY
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AND ALL INJURY, DAMAGE OR DESTRUCTION OF PROPERTY OF CITY, ARISING
OUT OF OR IN CONNECTION WITH ALL ACTS OR OMISSIONS OF TRINITY
HABITAT, ITS OFFICERS, MEMBERS, AGENTS, EMPLOYEES, CONTRACTORS,
SUBRECIPIENTS, SUBCONTRACTORS, INVITEES, LICENSEES, OR PROJECT
PARTICIPANTS, OR CAUSED, IN WHOLE OR IN PART, BY ALLEGED
NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS, SUBRECIPIENTS OR SUBCONTRACTORS OF CITY BUT NOT
FROM THE CITY'S OR CITY'S OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS OR SUBCONTACTORS ACTUAL GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT.
IT IS TIME EXPRESS INTENTION OF THE PARTIES, BOTH TRINITY
HABITAT AND CITY, THAT THE INDEMNITY PROVIDED FOR IN THIS SECTION
INCLUDES INDEMNITY BY TRINITY HABITAT 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, AND NOT THE CITY'S GROSS NEGLIGENCE
OR WILLFUL MISCONDUCT.
TRINITY HABITAT 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 NEGLIGNECE, BUT NOT THE CITY'S GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT.
TRINITY HABITA'C SHALL INCLUDE AND SHALL REQUIRE ALL OF ITS
CONTRACTORS, SUBRECIPIENTS 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 TRINITY HABITAT,
If Trinity Habitat is a charitable or nonprofit organization and has or claims an immunity
or exemption (statutory or otherwise) from and against liability for damages or injury, including
death, to persons or property, Trinity Habitat 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 plead
against any other entity other than the City.
17. INSURANCE AND BONDING.
Trinity Habitat will maintain blanket fidelity coverage in the form of insurance or bond in
the amount of $1,500,000.00 to insure against loss from the fraud, theft or dishonesty of any of
TRINITY HABITAT 's officers, agents, trustees, directors or employees. Tho proceeds of such
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bond shall be used to reimburse City for any and all loss of ARPA )Funds occasioned by such
misconduct. To effectuate such reimbursement, such f delity coverage shall include a rider stating
that reimbursement for any loss or losses thereunder shall name the City as a Loss Payee.
Trinity Habitat 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. Further, if City has not received such certificates as set forth herein,
Trinity Habitat shall be in default of the Contract.
Such insurance shall cover all insurable risks incident to or in connection with the
execution, performance, attempted performance or nonperformance of this Contract. Trinity
Habitat 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 Liabilitv_or Directors & Officers Liabilitv (if a licable
$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
$1,000,000 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 Trinity Habitat's business as contracted herein.
Workers' Cgmpensation 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. "Trinity Habitat or
its contractors shall maintain coverages, if applicable. In the event the respective
contractors do not maintain coverage, Trinity Habitat shall maintain the coverage on such
contractor, if applicable, for each applicable contract.
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Additional Reauirrements
Such insurance amounts shall be revised upward at City's reasonable option and no more
frequently than once every 12 months, and Trinity Habitat shall revise such amounts within 30
days following notice to 'Trinity Habitat of such requirements.
Trinity Il:abitat must submit to City documentation that its general contractor, have obtained
insurance coverage and have executed bonds as required in this Contract prior to payment of any
monies provided hereunder.
Trinity Habitat acknowledges and agrees that where applicable and appropriate, insurance policies
required herein shall be endorsed to include City as an additional insured as its interest may appear.
Additional insured parties shall include employees, officers, agents, and volunteers of City,
The Workers' Compensation Insurance policy shall be endorsed to include a waiver of
subrogation, also referred to as a waiver of rights of recovery, in favor of City.
Any failure on part of City to request certificate(s) of insurance shall not be construed as a waiver
of such requirement or as a waiver of the insurance requirements themselves.
Insurers of Trinity Habitat'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: V[[
or other equivalent insurance industry standard rating otherwise approved by City.
Deductible limits on the foregoing insurance policies shall be at commercially reasonable levels,
and in no event exceed $100,000 per occurrence.
In the event there are any local, Federal or other regulatory insurance or bonding requirements for
the Project, and such requirements exceed those specified herein, the former shall prevail.
Trinity Habitat shall require its contractors, subcontractors, vendors, and subrecipients to maintain
applicable insurance coverages, limits, and other requirements as those specified herein and, shall
require each to provide Trinity Habitat with certificate(s) of insurance documenting such coverage.
Also, Trinity Habitat shall. require its contractors, subcontractors, vendors, and subreeipients to
have City endorsed as additional insureds (as their interest may appear) on their respective
insurance policies where applicable and appropriate.
Trinity I Iabitat shall maintain builders risk insurance at the value of the construction
18. CERTIFICATION REGARDING LOBBYING.
The undersigned for Trinity Habitat hereby certifies, to the best of its knowledge and belief,
that.
ARPA SUBRECIPIENT CONTRACT I REV. 612123
Fort Worth Area 1-labitat for Humanity, Inc. — Allen Village, Single -Family Townhomes Page 32
No Federal appropriated fiends have been paid or will be paid, by or on behalfof
Trinity Habitat, to any person for influencing or attempting to in an of
or employee of any agency, a member of Congress, an officer or employee gf
Congress in connection with the awarding gf'any Federal contract, the making of
any ,federal grant, the making of any Federal loan, the entering into of any
cooperative agreement and the extension, continuation, renewal, amendment, or
modification of any Federal contract, grant, loan or cooperative agreement.
If any funds other than federally appropriated funds have been paid or will be paid
to any person for influencing or attempting to influence an officer or employee of
any agency, member of'Congress in connection with this Federal contract, grant,
loan or cooperative agreement, Trinity Habitat 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 US.C.
Section 1352. Anyperson 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.
Trinity i-iabitat shall require that the language of this certification be included in all
subcontracts, subrecipient agreements, or agreements involving the expenditure of federal funds.
19. RELIGIOUS_ORGANIZATION.
No portion of the ARPA 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 an ARPA-
funded activity.
19.1 Separation of Explicitly Religious_ Activities.
Trinity llabitat retains its independence and may continue to carry out its emission,
including the definition, development practice, and expression of its religious beliefs, provided
that it does not use ARPA Funds to support or engage in any explicitly religious activities
(including activities that involve overt religious content such as worship, religious instruction, or
proselytiration), or in any other manner prohibited by law.
19.2 Explicitly Relicious Activities.
If Trinity 1Iabitat engages in explicitly religious activities (including activities that involve
overt religious content such as worship, religious instruction, or proselytization), the explicitly
religious activities must be offered separately, in time or location, from the programs or activities
supported by ARPA Funds.
ARPA SUl3RECIPIEN1' CONTRACT I RSV. 6t2123
Fort Worth Area Habitat for Hvilianity, Inc. — Allen Village, Single -Family Townhomes Page 33
20. LITIGATION AND CLAIMS.
Trinity Habitat shall give City inunediate notice in writing of any action, including any
proceeding before an administrative agency, filed against Trinity Habitat or any subcontractors,
vendors, and subrecipients in conjunction with this Contract or the project generally. Trinity
Habitat shall furnish immediately to City copies of all pertinent papers received by Trinity Habitat,
with respect to such action or claim. Trinity Habitat shall provide a notice to City within 10
calendar days upon filing under any bankruptcy or financial insolvency provision of law.
21. NOTICE.
All notices required or permitted by this Contract must be in writing and shall be effective
upon receipt when (i) sent by U.S. Mail, with proper postage, certified mail return receipt
requested; (ii) by a nationally recognized overnight delivery service; or (iii) other commercially
reasonable manner; 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:
Neighborhood Services Department
200 Texas Street
Fort Worth, TX 76102
Attention: Chad LaRoque
Telephone: S 17-392-2661
Copy to:
City Attorney's Office
200 Texas Street
Fort Worth, TX 76102
Attention: Leslie L. Hunt
Telephone: 817-3 92-625 9
TRINITY HABITAT:
Trinity Habitat for Humanity
9333 N. Normandale Street
Fort Worth, TX 76116
Attention: Gage Yager, CEO
Telephone: (817) 926-9219
22. TRINITY HABITAT HAS LEGAL AUTHORITY TO ENTER INTO CONTRACT..
Trinity Habitat 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.
ARPA SUBRECIPII?NT CONTRACT I REV. 612123
Fort Worth Area Ilabitat for Hwtyanity, Inc, — Allen Village, Single4anlily Townhallles Page 34
23. COUNTERPARTS,
This Contract may be executed in multiple counterparts, each of which shall be considered
an original, but all of which shall constitute one instrument.
24. Intentionalty Omitted.
25. BOYCOTTING ISRAEL PROHIBITED.
If Trinity Habitat has less than ten employees, this contract is for less than $100,000, or
Trinity Habitat does not meet the definition of a "company" under the applicable section of the
Texas Government Code, this provision shall not apply. Trinity Habitat acknowledges that in
accordance with Chapter 2270 of the Texas Government Code, the City is prohibited from entering
into a contract with a company for goods or services unless the contract contains a written
verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel
during the terrn of the contract. The terms "boycott Israel" and "company" shall have the meanings
ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this
contract, Trinity Habitat certifies that Trinity Habitat's signature provides written verification to
the City that Trinity Habitat: (1) does not boycott .Israel; and (2) will not boycott Israel during the
term of the contract.
26. IMMIGRATION NATIONALITY ACT.
Trinity Habitat shall verify the identity and employment eligibility of its employees who
perform work under this Contract, including completing the Employment Eligibility Verification
Form (1-9). Upon request by City, Trinity habitat shall provide City with copies of all 1-9 forms
and supporting eligibility documentation for each employee who performs work under this
Contract. Trinity Habitat shall adhere to all Federal and State laws as well as establish appropriate
procedures and controls so that no services will be perforrned by any Trinity Habitat employee
who is not legally eligible to perform such services. TO THE EXTENT PERMITTED BY
APPLICABLE LAW, TRINITY HABITAT SHALL INDEMNIFY CITY AND HOLD
CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO
VIOLATIONS OF 'PHIS PARAGRAPH: BY TRINITY HABITAT, 'TRINITY HABITAT'
EMPLOYEES, SUBCONTRACTORS, SUBRECIPIENTS, AGENTS, OR LICENSEES.
City, upon written notice to Trinity Habitat, shall have the right to immediately terminate this
Contract for violations of this provision by Trinity Habitat,
27. PROHIBITION ON BOYCOTTING ENERGY COMPANIES.
Trinity Habitat acknowledges that in accordance with Chapter 2274 of the Texas
Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited
from entering into a contract for goods or services that has a value of $100,000 or more that is to
be paid wholly or partly from public funds of the City with a company with 10 or .more full-time
employees unless the contract contains a written verification from the company that it: (1) does
not boycott energy companies; and (2) will not boycott energy companies during the term of the
contract. The tertns "boycott energy company" and "company" have the meaning ascribed to
those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg.,
ARPA SUBRILCIPIENT CONTRACT I REV. 6I2/23
Fort Wofth Area Habitat for Humanity, Inc. — Alien Viliage, Single-11arnily Townhontes Page 35
R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Govemment Code is applicable to this
Contract, by signing this Contract, Trinity Habitat certifies that Trinity Habitat 's signature
provides written verification to the City that Trinity habitat: (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of this Contract.
28. PRORIBITION ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION
INDUSTRIES. — —
Trinity Habitat acknowledges that except as otherwise provided by Chapter 2274 of the
Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is
prohibited from entering into a contract for goods or services that has a value of $100,000 or more
that is to be paid wholly or partly from public funds of the City with a company with 10 or more
full-time employees unless the contract contains a written verification from the company that it:
(1) does not have a practice, policy, guidance, or directive that discriminates against a firearm
entity or firearm trade association; and (2) will not discriminate during the term. of the contract
against a firearm entity or firearms trade association. The terms "discriminate," "firearm entity"
and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the
Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that
Chapter 2274 of the Government Code is applicable to this Contract, by signing this Contract,
Trinity Habitat certifies that 'Trinity Habitat 's signature provides written verification to the City
that Trinity Habitat: (1) does not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm
entity or firearm trade association during the term of this Contract.
29. ELECTRONIC SIGNATURES.
This Contract may be executed by electronic signature, which will be considered as an
original signature for all purposes and have the same force and effect as an original signature. For
these. purposes, "electronic signature" means electronically scanned and transmitted versions (e.g,
via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted
via software such as Adobe Sign.
[SIGNATURES APPEAR ON NEXT PAGE]
ARPA SUBRECIPIENT cowRACT J REV. 612123
Fort Worth Area Habitat for Htkmanity, Inc. — Allen Village, Single-Fainily Townhomes Page 36
IN WITNESS WHEREOF, the Parties have executed 3 duplicate originals of this
Contract to be effective as of the Effective Date,
CITY OF FORT WORTH
By:��-_
Fernando Costa, Assistant City Manager
Date: Jul 7, 2023
Approval Recommended by:
Victor "Turner, Director
APPROVED AS TO FORM
AND LEGALITY,
FORT WORTH AREA HABITAT FOR
HUMANITY, INC., DIBIA 'TRINITY HABITAT
FOR HUMANITY
-
Gage Y er C.I.O.`
Date: 7.A i21 3
1 � - -
LBSfli L. f un--
Leslie L. Hunt (Jul 7, 202313:38 CDT)
Leslie L, Hunt, Senior Assistant City Attorney
City of Fort Worth 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.
'U-,
Chad Lagoque (Jul 6, 202315:25 CDT)
Chad LaRoque,
Housing Development and Grants Manager
gd49�U4�
��. �'_ �o
ts � o.
dvo o=a
ATTEST: as * 00000 ,p4av
aaQn TEXA5o4p
Qom, � ,,�.QsxA �bUnaa4�'
By. ll�
Jannette Goodall, City Secretary
M&C: 22-0545
June 28, 2022
1295 Certification No. 2021-807172
Date: September 29, 2021
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
ARPA SUI3RECIPIENT CONTRACT � REV. 612123
Fort Worth Area Plabitat for Humanity, Inc. — Allen Village, Singlc-Family 'l'c)wrlhonic5 11:iye 37
EXHIBITS:
Exhibit "A"
— Project Summary and Scope of Work
Exhibit "A-1" —2023 IIUD Income Limits
Exhibit "B"
— Budget
Exhibit "C"
-- Construction and Reimbursement Schedule
Exhibit "D"
—Audit Requirements (Not Applicable)
Exhibit "E"
— Doan Documents
Exhibit "F"
— Reimbursement Forms - Attachments I&II
Exhibit "G"
-- Documentation of AR PA Requirements
Exhibit "H -- Standards for Complete Documentation
ARPA SURRUCIPIENT CONTRACT I REV, 5/2/23
Cort Worth Area Habitat for Humanity, Inc. — Allen Village, Single -gamily Townhomes Page 38
EXHIBIT "A"
PROGRAM SUMMARY
(CDBG FUNDS)
Trinity Habitat for Humanity
Allen 'Village Townhomes
Date of Execution by City to December 31, 2026 $1,500,000.00
PERIOD AMOUNT
Capitalized terms not defined herein shall have meanings assigned them in the Contract.
PROGRAM.,
Trinity Habitat is committed to providing affordable homeownership options For the Fort Worth
workforce that live on wages at or below 80% of the area median income, Trinity 1 labitat will
purchase 14 lots near John Peter Smith hospital in City Council District 9. The purchase price is
$60,000.00 per lot, a total of $840,000.00. The anticipated yield for these lots is at minimum of36
townhomes. The City's investment in this project would indicate an ongoing commitment to a
broad range of affordable housing options in port Worth. The remaining funds, $659,969.05 will
be used for eligible construction costs.
All purchasers of the townhomes must be HOME Eligible Buyers. Developer must verify that a
prospective purchaser is a HOME Eligible Buyer. Any attempted sale of a house to a purchaser
who is not a HOME Eligible Buyer shall be an event of default and shall result in automatic
termination of this Contract. HOME Eligible Buyers must complete a homeownership training
and counseling program prior to closing their purchase of the house from Developer. This
requirement shall be evidenced by a completion certificate from a HUD -certified housing
counseling agency provided to City. Failure to provide a copy of such certificate to City shall be
an event of default,
All prospective purchasers of a townhome must apply and provide consistent employment and
verifiable income or if not employed verifiable income (i.e., paycheck stubs, retirement
disbursement statements, social security award letter, etc.) to demonstrate an income at or below
80% AMI at the time of application.
Clients must be income eligible households, and occupy the townhome as their principal residence.
For the purposes of this Program, all clients served shall have a household income at or below
80% of Area Median Income, as defined tend Published annually by the United States Department
of Housing and Urban Development.
CDBG ARPA funds will he used by Trinity Habitat to reimburse costs purchase 14 lots as well as
develop the lots purchased.
Agency is located at 9333 N. Normandalc Street,
of 8:30 a.m. through 5.30 p.m., Monday through
Fridays.
Fort Worth, Texas 761 16; with operating hours
Thursday and 8:30 a.m. through 4:00 p.m. on
ARPA CONTRACT20231 CXHIBIT "A" PROOMA.M StIMMAfRY
Trin4 iiabilat for Humanity' Allen Village Townhomcs
Agency Program services will be delivered in the above listed neighborhoods at the homeowners'
residences during the hours of 7:00 a.m. and 6:00 p.m. Monday through Saturday.
PROGRAM GOALS:
The prograin will purchase then develop fourteen Single-family lots into at least 36 affordable
townhomcs.
ARPA COWPACT2023 I EXHIBIT "A" PROGRAM SUMMARY
Trinity Habitat for Humanity; Allen Villuge'rownhomas
Exhibit Al HUD Income Limits
FY 2023 Income Limits Summary
FY 2023 Median family Income FY 2023 Income Limit Persons In Family
Income Limit N category
Area 1 2 3 4 5 6 7 $
Very Law (50%) Income
Limits ($) 33,500 38,300 43,100 47,850 51,700 55,550 59,350 63,200
Fort worth-
Arhit9ton, Extremely Low Income
TX HU4 $97,700 Limits ($)" 20,100 23,000 25,850 30,000 35,140 40,280 45,420 50,560
Metro rMR
Area
Low (800/o) Income
Limits ($) 53,600 61,250 68,900 76,550 82,700 88,800 94,950 101,050
Account
PROGRAM PERSONNEL
Salaries
1001
FICA
1002
Life(Disability Insurance
1003
Health/Dental Insurance
1004
Une ployment-State
1005
Worer's Compensation
1006
Retirement
1007
SUPPLIES & SERVICES
Office/Program Supplies
2001
Postage
2002
Printing
2003
Computers
2004
Books
2005
ACQUISITION, CONSTRUCTION &
LAND DEVELOPMENT
Acquistion
3001
Land Development
3002
Townhome tryction
3003 $
Supplies (Specify)
3004
Transportation Expenses
3995
Milea a
3006
Otherllnsurance-approx $115 x
301
3007
Othcril
3008
FACILITY & UTILITIES
EXHIBIT "B" - BUDGET
Allen Village Townhomes
Project Budget I COFW ARPA Funds Habitat Private Funds
834,912.89 842,563.01
802,720.00 657.436.99 142,750.95
3-258,788.00 $ 3,258,788.00
Telephone
4001
Electric
4002 —
Gas
4003
Water and Wastewater
4004
Solid Waste Disposal
4005
Rent (City needs copy of lease
before expenses can be
reimbursed)
4006
Cleaning Supplies
4007
OtherO
4008
LEGAL, FINANCIAL & INSURANCE
Fidelity Bond or Equivalent 5001
Directors and Officers 5002
General Commercial Liability $003
OthvrO 5004
DIRECT CLIENT ASSISTANCE
specify
BUDGET TOTAL
5001
4,896,420.89 4 $ 1,500,000.00 $
3,401, 538.95 I
CDBG ARPA EXHIBIT "B" - BUDGET
TRINITY HABITAT FOR BLTmAwry - ALLEN VILLAGE TOWNHOMES q u I
CONSTRUCTION ANLLDii1CllllllI�?M1 BURrrSEMENT SCHEDULE
CONSTRUCTION
ACTIVITES:
PROPERTY
ACQUISITION
Pre -Development
COMPLETE by:
PHASE I
COMPLETE by:
COMMENTS ARPA Funds
Trinity Habitat will be reimbursed after $842,563.01
M&C and. Contract are completed
acknowledging the authorization to use
ARPA funds. `
Plans and submittals to the City for
rezoning and re -platting, engineering
Utility installation and concrete work for
Phase 1 of development (15 units),
PHASE II Utility installation and concrete work for
COMPLETED by: phase 1 of development (21 units).
TOTAL
$111,647.00
$495,789.99
$50,000.00
$1,5000,000,00
TIMELINE
TUNE
2023
JUNE
2023
DECEMBER
2023
December
2026
***Fort Worth Area Habitat for Humanity, Inc, dba Trinity Habit will only be reimbursed for eligible
expenses. The amounts are estimates and are subject to change.
***Trinity Habitat 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.
EXHIBIT "D"
AUDIT REQUIREMENT'S
(NOT APPLICABLE)
EXHIBIT "E" LOAN DOCUMENTS
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
ARPA Funds
Terms
Date: July , 2023
Grantor: Fort Worth Area Habitat for Humanity, Inc. doing business as Trinity
Habitat for Humanity, a Texas nonprofit corporation
Grantor's Mailing Address:
Trinity Habitat for Humanity
9333 N. Normandale Street
Fort Worth, TX 76116
Attention: Gage Yager, CEO
Telephone: (S 17) 926-9219
Trustee: Leslie L. Hunt
Trustee's Mailing Address:
City Attorney's Office
City of Fort Worth
200 'Texas St.
Fort Worth, TX 76102
Tarrant County
Lender: The City of Fort Worth, a Home Rule Municipal Corporation
Lender's Mailing Address:
City of Fort Worth
Neighborhood Services Department
Attention: Assistant Director
200 Texas Street
Fort Worth, Texas 76102
Tarrant County
Loan Authority:
DEE, D OF TRUST — ARPA FUNDS Page l
Trinity Habitat For Humanity I Allen Village Townhomes
The loan evidenced by this Deed of Trust (the "Loan") is being made pursuant to
grant monies from the United States Department of the Treasury ("Treasury")
under Section 603(c)(1)(A) of Title VI of the Social Security Act with Non -
Revenue Recovery Funds for the construction of no less than 36 townhomes south
of the John Peter Smith Hospital and within the boundaries of the NEZ 6, as more
fully described in City Secretary Contract No, between Grantor and
Lender.
Obligations
Note
Date: July 2023
Original Principal Amount: $1,500,000.00
Borrower: Fort Worth Area Habitat for Humanity, Inc. doing business
as Trinity Habitat for Humanity, a Texas nonprofit corporation.
Lender: The City of Fort Worth
Terms of Payment: As provided in the Note
Maturity Date: As described therein and in the Contract (as defined
below)
In addition, Obligations shall include compliance by Grantor with the ARPA
requirements more particularly described in Section F. below.
Property (including any improvements):
As more particularly described in Exhibit A attached hereto and incorporated herein
for all purposes,
Together with the following personal property to the extent owned by Grantor:
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;
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.
DEED OF TRUST— ARPA FUNDS Page 2
Trinity Habitat for Mirnanity I Aden Village Townhomes
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-ol=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.
Other Exceptions to Conveyance and Warranty:
Validly existing easements, rights of way, and prescriptive rights, whether of record
or not; all presently recorded and validly existing restrictions, reservations,
covenants, conditions, oil and gas leases, mineral interests, and water interest
outstanding in persons other than Orantor, and other instruments, other than
conveyances of the surface fee estate, that affect the Property; val idly existing rights
of adjoining owners in any walls and fences situated on a common boundary; any
discrepancies, conflicts or shortages in area or boundary lines; any encroachments
or overlapping of improvements.
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 including payment of the Loan and all other amounts secured by this
Deed of Trust ifrcquired and performance of the requirements of the ARPA Program, this
Deed of Trust will have no further effect, and Lender will release it at Grantor's expense,
Clauses and Covenants
A. Grantor's Obligations
Grantor agrees to -
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;
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;
4. 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
DEED OF TRUST — ARPA FUNDS Page 3
Trinity Habitat for EIun,anity I Allen Village Townhomes
("Required Insurance Coverages"), issued by insurers and written an 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. keep any buildings occupied as required by the Required Insurance
Coverages;
7. if the lien of this Geed of Trust is not a first lien, pay 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
8. notify Lender in writing of any change of address.
Grantor agrees not to -
I. do or intentionally or knowingly permit anything to be done that will impair
the security of this Deed of Trust.
B. Lender's Rights
I. 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.
4. If Grantor fails to perform any of Grantor's Obligations under this Deed of
Trust, subject to prior written notice and cure period, fender 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 -
DEED OF TRUST — ARPA FUNDS Page 4
Trinity Habitat for Humanity I Allen Village Townhowncs
a. declare any unpaid principal balance and any earned interest on the
Obligations immediately due;
b. 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 bythe "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 any prior or subsequent default.
7. If Grantor rails to perform any of its obligations, covenants, or agreements
under the Contract or this Deed of Trust, Lender may do any act it deems reasonably
necessary to cure such failure. During an event of default, Lender may enter the Premises
with or without notice and do anything that Lender reasonably deems necessary or prudent
to do.
8. jr Lender elects to make any payments or do any act or thing required to be
paid or done by Grantor under the Loan documents, any sums advanced by Lender are a
part of the Obligations.
C. Trustee's Rights and Duties
if directed by Lender to foreclose this lion, Trustee will -
I. 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 -- ARPA FUNDS Page 5
Trinity Habitat for Ilumanity I Allen Village Townhomes
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'T'rust, which includes all court and other 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 trustee's 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 constitute an election of remedies.
4. This lien will remain superior to liens 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.
5. 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 from 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 insurance or
condemnation proceeds therefore, provided that (a) such proceeds are sufficient to keep the
DEED OF TRUST — ARPA FUNDS Page G
Trinity Habitat for Humanity I Allen Village Townhomes
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
plants 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 al I rent and other income and receipts to payment of the Obligations and
performance of this Deed of Trust, but if 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 or landlord
with respect to any occupant of the Property. Lender may exercise Lender's rights and
remedies tinder this paragraph without taking possession of the Property. 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.
S. Interest on the debt secured by this heed 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.
10. When the context requires, singular nouns and pronouns include the plural.
11. The tern Nine includes all extensions, modifications, and renewals of the
Note and all amounts secured by this Deed of Trust.
DEED Ol<TRUST — ARPA FUNDS Page 7
Trinity Habitat for Humanity i Allen Village Torvnlhomes
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,
internal ly 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 may not sell, transfer, or otherwise dispose of any Property,
whether voluntarily 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
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.
DEED OF TRUST" — ARPA FUNDS Page s
Trinity Ilabitat for Humanity I Allen Village Townhomes
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 for the holder of the Subordinate Instrument, will be
applied first to the payment of the 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;
d. written notice of default under the Subordinate Instrument and written
notice of the commencement of any action to foreclose or otherwise enforce
the Subordinate Instrument must be given to Lender concurrently with or
immediately after the occurrence of any such default or commencement;
and
C. in the event of the bankruptcy of Grantor, all amounts due on or with respect
to the Obligations and this Deed of Trust will be payable in full before any
payments on the indebtedness secured by the Subordinate Instrument.
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 ofany shares of its stock; (b)
a limited liability company, the diss041t1on 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
withdrawal fiorn or admission into it of any general partner or joint venture; 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
DEED OF TRUST — ARPA FUNDS Pap 9
Trinity Habitat for Humanity 1 Allen Village Townhomes
to the interest of Grantor in the Property or ownership interest in Grantor (or security
interest in such ownership) of 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 late 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.
17. Grantor agrees not to grant any future lien or security interest in the Property
or to permit any future junior encumbrance to be recorded or any existing or future claim
to otherwise becorne 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 insure against it or provide a bond acceptable to
Lender against the involuntary encumbrance.
19. This Deed of Trust binds., benefits, and may be enforced by the successors
in interest of all parties,
19. If Grantor and 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 lam.
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
Lill enforecable, 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 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
DEED OF TRUST —ARPA FUNDS Page 14
Trinity Habitat for Humanity I Allen Village Townhomes
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, in which event such amounts will
bear interest at the rate stated in the Note for matured, 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 form
as Lender directs but subject to the rights of any senior lien holders, assignments of any
and all rights or claims that relate to the construction of improvements on the Property.
S. In case of breach by Grantor of the terms, covenants and conditions of the
Contract, Lender, at its option, subject to applicable notice, grace and cure periods, with or
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 ofTrust 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 ARPA funds and the Contract requires
that Grantor must construct no less than 36 townhomes south of the John Peter
Smith Hospital and within the boundaries of the NEZ b, as more fully described in
City Secretary Contract No. between Grantor and Lender, and that each
townhomc must be sold to an Affordable Buyer.
Borrower shall fulfill the following ARPA Requirements as more particularly
described in the Contract:
1. Purchase, replat, design, and development of fourteen single-family lots
into at least 36 affordable townhomes.
DEED OF TRUST — ARPA FUNDS Page 11
Trinity Habitat for Humanity I Allen Village Town homes
2. Each townhome must be sold to an Affordable Buyer, as that term is
defined in the Contract.
I Comply with all terms of the Contract and the Loan Documents.
The Loan and any sums due under the Nate or this Deed of Trust will be in default
and may be declared immediately payable if Grantor fails to construct the required number
of townhomes, fails to sell each townhome to an Affordable Buyer, or fails to otherwise
comply with the terms of the Contract and the Loan Documents.
'rhis 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 in the Contract
and will not permit a default to occur thereunder. Any default in the performance of
Grantor's obligations under the terms of the Contract, the ARPA Regulations shall be
deemed a default in the terms of the Note and Lender may invoke any remedies provided
herein.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
DEED OF TRUST—ARPAFUNDS 'age 12
Trinity Habitat for Humanity I Allen Village Townliames
PROMISSORY NOTE.
Date: July _, 2023
Borrower: Fort Worth Area Habitat for Humanity, Inc. doing business as Trinity Habitat for
Humanity, a Texas nonprofit corporation
Borrower's Mailing Address:
Trinity Habitat for Humanity
9333 N. Normandale Street
Fort Worth, TX 76116
Attention: Gage Yager, CEO
Telephone: (817) 926-9219
Lender: The City of Fort North, a Horne Rule Municipal Corporation
Place for Payment:
CIO Assistant Director of Neighborhood Services Department
200 Texas St,
Fort Worth, Tarrant County, TX 76102
or at any other place that Lender may designate in writing
Principal Amount: $1,500,000.00
Loan Authority:
The loan evidenced by this Note (the "Loan") is being made pursuant to grant monies from
the United States Department of the Treasury ("Treasury") under Section 603(c)(1)(A) of
Title VI of the Social Security Act with Non -Revenue Recovery Funds for the construction
of no less than 36 townhomes south of the John Peter Smith Hospital and within the
boundaries of the NEZ 6, as more fully described in City Secretary Contract No.
between Grantor and Lender.
Annual Interest Rate: 0%
Maturity Date: as described in City Secretary Contract No between Borrower and
Lender for the ARPA funds (the "Contract").
Annual Interest Rate on Matured, Unpaid Amounts: 6%
Terms of Payment (principal and interest):
Capitalized terms not defined herein shall have meanings assigned to them in the Contract.
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 ARPA Regulations, or the terms of this Note and any instrument evidencing or securing the
Loan (collectively, the "Loan Documents").
PROMISSORY NOTE — ARPA FUNDS Page 1
Trinity Habitat for Humanity I Allen Village Townhomes
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 ARPA funds and the
Contract requires that the funds be used to purchase, replat, design, and develop fourteen
single-family lots into at least 36 affordable town -homes.
Borrower shall fulfill the following ARPA Requirements as more particularly described in
the Contract.
1. Purchase, replat, design, and development of fourteen single-family lots into at
least 36 affordable townhomes.
2. Each townhame must be sold to an Affordable Buyer, as that term is defined in
the Contract.
3. Comply with all terms of the Contract and the Loan Documents.
The Loan evidenced by this Note and the obligations described in the Contract pertaining
to the ARPA, Regulations will be in default and the Principal Amount and any other sums
due hereunder may be declared irmediately payable if each and every townhoine is not
sold to an Affordable Buyer or Borrower fails to otherwise comply with the terms of the
Contract or the Loan Documents, as more particularly described in the Contract. in the
event of such default, Lender may invoke any remedies provided in the Contract or the
Deed of Trust for default.
Security for Payment:
This Note is secured by a Deed of Trust of even date from Borrower to Leslie L. Hunt
Trustee, or Denis McElroy, Trustee, which covers the following real property:
(the "Property").
Other Security for Payment: None
If the Principal Amount is not forgiven, Borrower promises to pay to the order of Lender
the remaining Principal Amount, calculated as described in section 53 of the Contract. 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 performance of its obligations
under the Contract or the ARPA Regulations or any other obligation in any instrument securing or
collateral to this Note, Lender may declare the unpaid principal balance, earned interest, and any
other amounts owed on the Note immediately due and payable. 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
terins of any of the Loan ❑Oeuments, prior to exercising any remedies fender shall give Borrower
PROMISSORY NOTE — ARPA FUNDS Page 2
Trinity Habitat for Humanity i Allen Village Townhomes
written notice of such default. Borrower shall have a period of days after such notice is given within
which to care 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 of being 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 its security 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 hands of an attorney to collect or enforce the Note. These expenses will bear
interest from the date of advance 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 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 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 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.
[INTEN'TIONALLY LEFT BLANK]
PROMISSORY NOTE — ARPA FUNDS Page 3
Trinity Habitat for Humanity I Allen Village Townhames
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.
Fort Worth Area Habitat for Humanity, Inc.
d/b/a Trinity Habitat for Humanity,
By:�
Name da' ge agar, —�-
Title: f:.E.O
PROMISSORY NOTE — ARPA FUNDS Page 4
Trinity Habitat for Humanity I Allen Village Townhomes
EXHIBIT "F" -REIMBURSEMENT FORMS
ATTACHMENTS I, II, III
ATTACHMENT I
INVOICE
Agency:
Address:
City, State, Zip: _ _—
Grant:
Program/Period:
Service Month:
P.G. No.
FID No.
]EXPENSES
PROGRAM NAME AMOUNT RFQUESTIED CUMULATIVE
BALANCE
ATTACHMENT [i
EXPENDITURE WORKSHEET
Oily of Fart war11
Neighborhood Swvirbs 15epartn[ent
MONTH OF
ngcncy:
prngroni.
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IiiO`:I�AM PER50NNK1.
FICA s { 1u+11
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3
EXHIBIT "G"
DOCUMENTATION OF ARPA REQUIREMENTS
ARPA Requirements:
Developer agrees to comply fully with all applicable laws and regulations that are
currently in effect or that are hereafter amended during the term of this Contract. Those
laws include, but are not limited to the provisions detailed in 31 CFR Part 35 and Sections
603(c)(1)(A) and 603(c)(1)(C) of Title V1 of the Social Security Act Title I of the
IIousing and Community Development Act of 1974, as amended, (42 USC 5361 et seq.).
During Term of Contract:
ARPA Funds will be used to construct 36 affordable townhome units located off of Allen
Avenue near John Peter Smith Hospital in District 9. The townhome community will be
called Allen Village Townhomes,
During Term the Contract:
In consideration of the ARPA Fwids provided through this Contract, Developer will
fulfill the ARPA Requirements, the City Requirements, and will comply with all other
terms and conditions of this Contract.
EXHIBIT "H"- STANDARDS FOR COMPLETE DOCUMENTATION
Standard of Documentation for Reimbursement of Development Costs
- Cost Type
Documentation Standard
Acquisition of Real Property
- Notice to seller (date must be on or before the date of options agreement
or sales contract and signed by the buyer and seller)
• Recorded Deed of Trust
- Purchase Agreement w/ Required HUD language
Master Settlement Statement/HUD-1
Appraisal or other document used to determine purchase price
- Proof of Payment (i.e., bank statement/cancelled check)
- Verification of Vacant Status (as applicable)
Pre -Development and Soft
■ Invoice should include:
Costs (Architect, Engineer,
date;
Landscape Design, Surveys,
company's letterhead. -
Appraisals, Environmental, Legal
" address for which service is provided;
Fees, Other Consultants, Etc.)
description of service(s) and item(s);
■ amount for itemized services; and
■ total amount
Proof of Payment (i.e_, bank statement or cancelled check)
. Fully executed contract/service agreements/letter agreements and
applicable amendments
o provide printout from www_sam.gav verifying
contractor/subcontractor is not listed on the debarred and
suspension list
if only a portinn is being paid with City funds, then shove calculation and
documentation of how Costs are allocated.
Neighborhood 5eivices
FINAL as of 6/21/2017 Page '1
FORTWORTH...:
Standard of Documentation for Reimbursement of Development Costs
Construction Costs
invoice should include:
(Contractors&Subcontractors)
■ date;
• evmpany's letterhead;
■ address for which service is provided;
a description of servire(s) and item(s),
■ amount for itemized services; and
■ total amount
Proof of Payment (i.e_, bank statement or cancelled check)
Copy of applicable inspection report(s) conducted by N5D Inspector
• Copy of executed agreements
• Provide printout from www.sam_eovverifying
contractorlsubeontractorIs not listed on the debarred and
suspension list
■ If only a portion is being paid with City funds, then show calculation and
documentation of how costs are allocated_
• For payment of final retainage for the prime contractor, provide lien
waivers forthe prime and all subcontractors_
List of subcontractors
Materials Purchased by Developer
■ invoice should include:
(if applicable)
date;
■ company's letterhead;
■ address for which service is provided;
■ description of services) and item(s);
■ amount for itemized services; and
■ total amount
■ Proof of Payment (i.e., bank statement Or cancelled check)
■ Verification of delivery
Developer Fee
. Final Invoice Reflecting Total Development Cost
(if paid directly from HOME funds)
■ Proof of payment for any other entity/funding source contributing to
development costs
• Show calculation of agreed upon developer fee percentage
• Copies of final lien releases from contractor/subcontractor
• Complete Documentation income eligibility of buyers/renters (I.e., inrome
documents for eligible homebuyer/tenants, sales contract between
developerfhomebuyer, HAP Deed of Trust with required affardability
period language, etc_)
Lease dacuments
Final inspections of completed units
[�eigh6o�hand 5ezvic@s
F1MAL as of 6/2112017
Page 2
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 06/28/22 M&C FILE NUMBER: M&C 22-0545
LOG NAME: 19ARPA FUNDS AFFORDABLE HOUSING
SUBJECT
(CD 9) Authorize Execution of a Forgivable Subordinate Loan in the Amount of $1,500,000.00 using American Rescue Plan Act Funds, Subtitle M
(Coronavirus State and Local Fiscal Recovery Funds) to Fort Worth Area Habitat for Humanity, Inc., doing business as Trinity Habitat for Humanity,
for the Development of Twenty -Six Affordable, Single -Family Townhomes in the Vicinity of John Peter Smith Hospital, Authorize Execution of
Related Contract and Loan Documents, and Find that the Expenditure Serves a Public Purpose and that Adequate Controls are in Place (This use
of ARPA funding was previously discussed and approved by Mayor and Council)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize execution of a forgivable, subordinate loan in the amount of $1,500,000.00 in American Rescue Plan Act Funds, Subtitle M
(Coronavirus State and Local Fiscal Recovery Funds) to Fort Worth Area Habitat for Humanity, Inc., doing business as Trinity Habitat for
Humanity for the acquisition of land and construction costs associated with the development of 26 single-family townhomes in the Vicinity of
John Peter Smith Hospital;
2. Authorize the City Manager, or his designee, to execute contract and loan documents with Fort Worth Area Habitat for Humanity, Inc., doing
business as Trinity Habitat for Humanity;
3. Authorize the City Manager, or his designee, to amend the documents as necessary for completion of the project provided any amendment
is within the scope of the project and complies with City policies and all applicable laws and regulations governing the use of federal grant
funds; and
4. Find that the expenditures serves the public purpose of providing decent, safe, and affordable housing to moderate -to -low-income City
residents and that the contract and loan documents provide adequate controls to ensure the public purpose is fulfilled.
1] &10191:19101 ZI
In March 2021, President Biden signed the American Rescue Plan Act (ARPA), providing aid and relief to various sectors of the national
economy. The City of Fort Worth received a total allocation of ARPA funds of approximately $173 million, to be disbursed in two batches or
"tranches." The first tranche was received May 19, 2021, and the second tranche is expected to be received on or after May 19, 2022. On June
22, 2021, the City Council approved Mayor and Council Communication (M&C) 21-0445, establishing a general framework for the use of ARPA
funds. On October 19, 2021, the City Council approved M&C 21-0814, authorizing the allocation of $10,100,000.00 of funds to various entities;
including, the allocation to Fort Worth Area Habitat for Humanity Inc., doing business as Trinity Habitat for Humanity (Trinity Habitat). Trinity Habitat
was allocated $1,500,000.00 for the purchase, replat, design, and development of fourteen single-family lots in the vicinity of John Peter Smith
Hospital. Funding must be obligated by December 31, 2024 and fully expended by December 31, 2026.
Trinity Habitat for Humanity maintains affordability as its primary focus when constructing new homes. The median sales price of Trinity Habitat
homes closed through July of 2021 was $155,769.00. In 2017, Habitat spent $372,913.00 on the acquisition of 34 lots. By contrast, Trinity
Habitat projects a real estate budget of $2,600,000 for 2022. As anticipated, the price of real estate has a direct impact on the number of
affordable housing units that Trinity Habitat can build. As a result, Trinity Habitat is exploring developing their own neighborhoods, and building
townhomes as creative options for maximizing their resources.
Trinity Habitat is committed to providing affordable homeownership options for the Fort Worth workforce, that live on wages at or below 80% of the
area median income. Trinity Habitat will purchase 13 lots near John Peter Smith hospital in City Council District 9. The purchase price is
$65,000.00 per lot, for a total of $845,000.00. The anticipated yield for these lots is at minimum of 26 townhomes. The City's investment in this
project would indicate an ongoing commitment to a broad range of affordable housing options in Fort Worth. The remaining funds, $655,000.00,
will be used for eligible construction costs. It is currently anticipated that the City's construction loan will be the only financing necessary for the
project; however, approval of this M&C will allow for the City's loan to be subordinate in the event that additional funds are needed due to market
fluctuations in the price of materials and labor.
Staff recommends execution of a contract for a subordinate forgivable loan of ARPA funds in the amount of $1,500,000.00 Trinity Habitat,
purchase, replat, design, and development of fourteen single-family Lots based on the following terms and conditions.
ARPA Funds Contract and ARPA Funds Loan Terms:
1. Construction must begin within six months of date of Contract execution;
2. Loan term to commence on execution of the loan documents;
3. Contract term for ARPA funds contract and ARPA funds loan expires December 31, 2026;
4. First lien commercial construction loan terms must be acceptable to City;
5. ARPA funds loan will be subordinate only to first lien commercial construction loan;
6. Borrower's performance of the terms of the ARPA funds contract and ARPA funds loan will be secured by a deed of trust;
7. Payment of ARPA funds loan will only be required if Borrower fails to fulfill the ARPA funds requirements in the contract and the terms of the
ARPA funds loan;
8. Houses must be sold to HOME -eligible buyers who qualify for a HAP loan of at least $1,000.00; and,
9. Administrative costs will be accumulated as incurred by employees' work performed or expenditures related to the project.
The exaenditure of ARPA funds is conditioned uaon the followina:
1. Satisfactory underwriting in accordance with federal guidance for use of ARPA funds and City policies for funding of ARPA units;
2. Receipt of authorization to use grant funds from HUD; and,
3. Closing on all other financing for the project.
By approval of this M&C, the City Council finds that the public purpose served by this project is to benefit low -to -moderate -income residents by
providing them with quality, affordable housing, and that the contract and loan documents are adequate controls to ensure the public purpose is
fulfilled This project will assist the City in meeting its ARPA Section 9901, Subsections 603(s)(1)(C) commitment to provide affordable housing and
funding to aid communities disproportionately impacted by the coronavirus pandemic.
TABLE 1: First Tranche of ARPA Funding
Funding ARPA ' Council
Agency Amount Funding Address District
Category
Fort
Worth
Area Non- Neighborhood
Habitat $1,500,000.00 Revenue surrounding 9
for Recovery JPS Hospital
umanity
AL $1,500,000.00
FISCAL INFORMATION / CERTIFICATION:
Funding Use
Purchase of fourteen (14) detached platted
lots for the development of 26 or more
affordable townhomes south of John Peter
Smith Hospital and within NEZ Six (properties
are 1701 St. Louis, 1720 Galveston, 1719
Galveston, 1716 Galveston, 1715 Galveston,
1709 Galveston, 1703 Galveston, 1724 S. Main,
1720 S. Main)
The Director of Finance certifies that funds are available in the current operating budget, as previously appropriated, in the Grants Operating
Federal Fund American Rescue Plan Act project, to support the approval of the above recommendations and award of the contract. Prior to any
expenditure being incurred, the Neighborhood Services Department has the responsibility to validate the availability of funds.
Submitted for Citv Manaaer's Office by
Oriainatina Business Unit Head
Additional Information Contact:
Expedited
Fernando Costa
6122
Victor Turner
8187
Justin McLaughlin
7369
FORTWORTH
Routing and Transmittal Slip
Neighborhood Services
Department
DOCUMENT TITLE: Trinity Habitat for Humanity- Allen Village Townhomes Loan Agreement
M&C 22-0545 CPN
DATE: July 6, 2023
TO:
1.
Chad Laroque
2.
Victor Turner
3.
Leslie Hunt
4.
Fernando Costa
5.
Ronald Gonzales
6.
Jannette Goodall
7.
Allison Tidwell
CSO # DOC#
INITIALS DATE OUT
y� Jul 6, 2023
Jul 6,2023
44
Jul7, 2023
4
Jul 7,2023
Jul 10, 2023
ZC7
J u 110, 2023
i-
Jul 10, 2023
DOCUMENTS FOR CITY MANAGER'S SIGNTURE: All documents received from any and all City
Departments 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 review
and take the next steps.
NEEDS TO BE NOTARIZED: ❑ Yes X No
RUSH: ❑ Yes X No SAME DAY: ❑ Yes X No NEXT DAY: ❑ Yes X No
ROUTING TO CSO: X Yes ❑ No
Action Required:
❑ As Requested
❑ For Your Information
X Signature/Routing and or Recording
❑ Comment
XFile
❑ Attach Signature, Initial and Notary Tabs