HomeMy WebLinkAboutContract 59759CSC No. 59759
STATE OF TEXAS
COUNTY OF TARRANT
This contract ("Contract") is made and entered into by and between the City of
Fort Worth (hereafter "City"), a Texas municipal corporation, and The Housing Authority
of the City of Fort Worth dba Fort Worth Housing Solutions, a Texas Municipal Housing
Authority, (hereafter "Developer"). City and Developer may be referred to individually as
a "Party" and jointly as "the Parties."
The Parties state as follows:
WHEREAS, City receives grant funds from the United States Department of
Housing and Urban Development through the Community Development Block Grant
("CDBG") Program, Catalog of Federal Domestic Assistance No. 14.218;
WHEREAS, a national objective of the CDBG Program is to benefit low- and
moderate -income persons in accordance with the CDBG Regulations at 24 CFR Part 570,
as amended from time to time;
WHEREAS, Developer proposes to use CDBG funds to rehabilitate and develop
55 units of deeply -affordable housing by converting the former Express Inn located at 8401
West Freeway, Fort Worth, Texas, 76116, into a housing development (the "Property") to
be known as `Casa de los Sueiios' (the "Project") and provide services to individuals and
families who have experienced homelessness ("Clients"), 51% of whom must be low and
moderate income;
WHEREAS, the Project is a collaborative effort among the City, Tarrant County,
the Fort Worth Housing Finance Corporation, Fort Worth Housing Solutions, and Ojala
Holdings to address the significant increase in family homelessness;
NOW, THEREFORE, in consideration of the mutual covenants, obligations and
responsibilities contained herein, including all exhibits and attachments, and subject to the
terms and conditions hereinafter stated, the Parties understand and agree as follows:
1. INCORPORATION OF RECITALS. City and Developer hereby agree that
the recitals set forth above are true and correct and form the basis upon which the Parties
have entered into this Contract.
2. DEFINITIONS. In addition to terms defined in the body of this Contract,
the following terms shall have the definitions ascribed to them as follows:
Affordable Units means housing units that must be leased to Income Eligible Households at
Affordable Rent for the duration of the Performance Period.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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Affordability Requirements means the Affordable Units remain occupied by Income
Eligible Households throughout the Performance Period in accordance with the terms of
this Contract and the CDBG Regulations.
Area Median Income or AMI means the median family income for the Fort Worth -
Arlington metropolitan statistical area as established annually by HUD. The 2023 income
limits are attached hereto as Exhibit "A-V — 2023 HUD Income Limits.
Business Diversity Enterprise Ordinance or BDE means the City's Business Diversity
Ordinance, Ordinance No. 24534-11-2020, as may be amended from time to time.
CDBG means Community Development Block Grant.
CDBG Funds means the CDBG grant funds supplied by City to Developer under the
terms of this Contract.
CDBG Regulations means regulations found at 24 CFR Part 570 et seq.
CDBG Requirements means (i) rehabilitating and developing 55 units of deeply
affordable housing to be available to persons experiencing homelessness and in need of
deeply affordable housing; and (ii) during the Performance Period, (a) providing deeply
affordable housing and services to individuals residing at the Property; (b) certifying that
at least 51% of tenants are Income Eligible Households, and (d) complying with all
applicable provisions of the CDBG Regulations.
Client Documentation means the documentation described in Exhibit "G" —
Documentation of CDBG Requirements.
Complete Documentation means the following documentation as applicable:
Attachments I and II, with supporting documentation as follows:
o Proof of expense: copies of timesheets, invoices, leases, service
contracts or other documentation showing the nature of the cost and that
payment is due by Developer.
o Proof of payment: cancelled checks, bank statements, conditional and
unconditional lien releases, as appropriate, or wire transfers necessary
to demonstrate that amounts due by Developer were actually paid by
Developer.
Proof of household eligibility:
o Documentation that Income Eligible Households are either (i) each
household has verifiable self -certification of income such as the
City's Certification Income Statement attached as Exhibit "N" —
Form of Income Self -Certification or a similar form approved by
City, or (ii) Source Documentation.
Other documentation: (i) complete packet of all conditional, and
unconditional, lien releases for all draws and including the final lien releases
signed by Developer's general contractor or subcontractors, if applicable;
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(ii) copies of all City permits and City -issued "pass" inspections for such
work; (iii) documentation showing compliance with BDE or DBE bidding
process for procurement or Contract activities, if applicable; (iv) proof of
contractor, vendor or subcontractor eligibility as described in Section 7.6;
and (v) any other documents or records reasonably necessary to verify costs
spent and regulatory compliance for the project.
Complete Documentation shall meet the standards described in the attached
Exhibit "J" — Standards for Complete Documentation.
Completion means the substantial completion of the rehabilitation of the Property as
evidenced by a Neighborhood Services Department Minimal Acceptable Standard
Inspection Report, a HUD Compliance Inspection Report, all applicable City final
inspection approvals, receipt of a final Certificate of Occupancy, and verification that the
National Objective has been met.
Completion Deadline means September 30, 2024.
DBE means disadvantaged business enterprise in accordance with 49 CFR Part 26.
Deed of Trust means the deed of trust from Developer in favor of City covering the
Property and securing the indebtedness evidenced therein as well as Developer's
performance of the requirements of this Contract and of the CDBG Regulations, as the
same may be extended, amended, restated, supplemented or otherwise modified from time
to time. The form of the Deed of Trust is attached as part of Exhibit "E" — Loan
Documents:
Developer means Fort Worth Housing Solutions.
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.
HUD means the United States Department of Housing and Urban Development.
IDIS means Integrated Disbursement Information System, HUD's project tracking
system.
Income Eligible Household means a household whose annual income adjusted for family
size does not exceed 80% of AMI using the most current HUD Income Guidelines and
Technical Guidance for Determining Income and Allowances. The definition of annual
income to determine household income eligibility shall be the definition contained in 24
CFR Part 5.609, as amended from time to time.
Loan Documents means security instruments, including without limitation the Promissory
Note and Deed of Trust, or any other similar instruments evidencing, securing or
guaranteeing City's interest in the project and further evidencing, securing, or guaranteeing
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Developer's performance of the CDBG Requirements, and the City Requirements, during
the Performance Period, as the same may from time to time be extended, amended, restated,
supplemented or otherwise modified.
Loan means the CDBG Funds provided to Developer 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.
National Objective means, for the purposes of this Contract, an activity that benefits low -
and moderate -income persons. For the purposes of this Contract, at least 51% of the
households served by the Program must be Income Eligible Households.
Neighborhood Services Department means the City's Neighborhood Services
Department, or any successor department thereto that oversees this Contract.
Performance Period means the 5 year period during which Developer will fulfill the
CDBG Requirements, the City Requirements, and continuously meet the National
Objective, and will comply with all other terms and conditions of this Contract and the
Loan Documents. The Performance Period begins on the date that the certificate of
occupancy is issued, or, another date that City determines, in its sole discretion, that use of
the Property meets the National Objective which, in City's sole satisfaction, establishes
such date with reasonable certainty.
Program means the services provided by Developer for the Property more particularly
described in Exhibit "A" —Project Summary and Scope of Work.
Promissory Note means the note in the amount of the CDBG Funds executed by
Developer 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.
Reimbursement Request means all reports and other documentation described in Section
11.
Section 504 requirements means the requirements of Section 504 of the Rehabilitation
Act of 1973 (29 USC 794 et seq.) and 24 CFR Part 8. Section 504 prohibits recipients of
federal funds from excluding any qualified persons from participating or receiving benefit
from, any federally -funded program or activity based solely on the person's disability.
Tenant Documentation means any documentation allowed under the definition of annual
income in 24 CFR Part 5.609 sufficient to show that a tenant is an Income Eligible
Household.
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3. TERM.
3.1 Term of Contract.
The term of this Contract begins on the Effective Date and terminates at the end of
the Performance Period unless otherwise terminated as provided in this Contract.
3.1.1 Extension of Contract.
This Contract may be extended for an additional one-year term upon Developer
submitting a request for an extension in writing at least 60 days prior to the end of the
Contract term. The request for an extension shall include the reasons for the extension and
Developer's anticipated budget, construction schedule and goals for the extended term. It
is specifically understood that it is within City's sole discretion whether to approve or deny
Developer's request for an additional term. Any such extension shall be in the form of an
amendment to this Contract.
3.2 Term of Loan.
The term of the Loan shall commence on the date of the Promissory Note and
terminates at the expiration of the Performance Period so long as the terms and conditions
of this Contract and the Loan Documents have been met.
4. DUTIES AND RESPONSIBILITIES OF CITY.
4.1 Provide CDBG Funds.
City shall provide up to $1,500,000.00 of CDBG Funds in the form of a forgivable,
deferred payment Loan for eligible expenses under the terms and conditions of this
Contract and the Loan Documents.
4.2 City Will Monitor.
City will monitor the activities and performance of Developer and any of its
contractors, subcontractors or vendors throughout the Performance Period, but no less
than annually. Monitoring by City will include monitoring whether Developer is meeting
the National Objective and complying with the CDBG Requirements and the City
Requirements during the Performance Period.
5. DUTIES AND RESPONSIBILITIES OF DEVELOPER.
5.1 Intentionally Deleted.
5.2 Use of CDBG Funds.
5.2.1. Compliance with CDBG Regulations and Contract.
Developer shall be reimbursed for eligible project costs with CDBG Funds only if
City determines in its sole discretion that:
5.2.1.1 Costs are eligible expenditures in accordance with CDBG
Regulations.
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5.2.1.2 Costs are in compliance with this Contract and are reasonable
and consistent with industry norms.
5.2.1.3 Complete Documentation, as applicable, is submitted by
Developer.
5.2.2. Budget.
Developer agrees that CDBG Funds will be paid in accordance with Exhibit "B" —
Budget. Developer 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
amount of CDBG Funds.
5.2.3 Change in Budget.
5.2.3.1 Developer will notify City promptly of any additional funds it
receives for construction of the project, and City reserves the
right to amend this Contract in such instances to ensure
compliance with HUD regulations governing cost allocation.
5.2.3.2 Developer agrees to utilize the CDBG Funds to supplement
rather than supplant funds otherwise available for the project.
5.3 Pavment of CDBG Funds to Developer.
CDBG Funds will be disbursed to Developer upon City's approval of Developer's
Reimbursement Requests, including submission of Complete Documentation to City in
compliance with Section 11.
5.4 Identify Proiect Expenses Paid with CDBG Funds.
Developer will keep accounts and records in such a manner that City may readily
identify and account for Project expenses reimbursed with CDBG Funds. These records
shall be made available to City for audit purposes and shall be retained as required
hereunder.
5.5 Acknowledgement of City Pavment of CDBG Funds.
Within 90 days of Completion, Developer shall sign an acknowledgement that City
has paid all CDBG Funds due under this Contract, or shall deliver a document executed by
an officer of Developer identifying with specificity all or any portion of the CDBG Funds
that City has not paid to Developer. After receipt of said document, City shall determine
if City has any further obligation under the terms herein to pay Developer any more CDBG
Funds. Developer and City agree to work together in good faith to determine if any further
CDBG Funds are due to Developer, but City in its sole discretion shall make the final
determination as to whether any such CDBG Funds are still due after consideration of
Developer's performance of its obligations under this Contract including Developer's
performance of the CDBG Requirements and the City Requirements.
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5.6 Security for Citv's Interest and Developer's Performance.
To secure City's interest in the performance of the CDBG Requirements, the City
Requirements and any of Developer's other obligations -hereunder, including meeting the
National Objective, Developer shall execute the Loan Documents and record the Deed of
Trust encumbering the Property prior to having any construction materials delivered to the
Property or commencing any work on the improvements.
5.6.1 Loan Terms and Conditions.
Developer will be required to:
5.6.1.1 Execute the Promissory Note and Deed of Trust, along with
any other Loan Documents required by City.
5.6.1.2 Provide City with a Mortgagee's Policy of title insurance in
the amount of the Loan.
5.6.1.3 Pay all costs associated with closing the Loan.
5.6.1.4 Provide City with an estimated settlement statement at least 1
business day before closing.
5.6.1.5 Ensure City's lien is in second lien position only to the loan to
Developer from the Fort Worth Housing Finance Corporation
for this Project. City must approve in writing any secured
financing for the project that is to be subordinate to the Loan.
5.6.1.6 The term of the Loan shall be as specified in Section 3.2.
5.6.1.7 No interest shall accrue on the Loan provided that Developer
complies with the terms and conditions of the Loan
Documents.
5.6.1.8 The Loan is a forgivable deferred payment loan. Repayment
of the CDBG Funds will only be required if (i) the Project
located on the Property does not benefit the required
percentage of Income Eligible Households and meet the
National Objective during the Performance Period, (ii)
Developer does not meet the CDBG Requirements or the City
Requirements during the Performance Period, or (iii)
Developer does not otherwise comply with the terms of this
Contract, the Loan Documents, or the CDBG Regulations. If
repayment is required, Developer must, at City's election in its
sole discretion, either (i) repay City the total amount of the
CDBG Funds, or (ii) pay to City the fair market value of the
Property as set by a current appraisal less any portion of the
value attributable to expenditures of non-CDBG funds for the
acquisition of, and improvements to, the Property.
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5.6.1.9 Early repayment of the Loan shall not relieve Developer of its
obligations under this Contract or the CDBG Regulations
including but not limited to complying with the CDBG
Requirements or the City Requirements, or meeting the
National Objective. The Deed of Trust shall secure both
repayment of the CDBG Funds, if required, and performance
by Developer of its obligations under this Contract and the
requirements of the CDBG Regulations during the
Performance Period.
5.6.1.10 Failure by Developer to comply with this Section 5.6 will
be an event of default under this Contract and the Loan
Documents
5.7 Affordability Requirements.
Developer shall ensure that the Affordable Units remain occupied by CDBG
Eligible Households throughout the Performance Period. There shall be a 20% payment of
the total Loan amount by Developer to City as liquidated damages if any Affordable Unit
is leased to a tenant that is not a CDBG Eligible Household during the Performance Period
and such lease results in a finding by HUD or repayment of funds by City to HUD.
Developer must notify the City in writing within 30 days of either of the following
occurrences: (i) an Affordable Unit is occupied by a tenant who is not a CDBG Eligible
Household or, (ii) an Affordable Unit remains vacant for more than 90 days.
5.8 Affordability Requirements Survive Transfer of Ownership.
Any sale or transfer of the Project during the Performance Period, excluding a
transfer due to condemnation or to obtain utility services, will require that the new owner
or transferee must assume in writing the obligations established hereunder for the
Affordable Units. If the new owner or transferee does not assume Developer's surviving
obligations hereunder, then Developer must repay City in accordance with the provisions
of Section 5.6.1.8 within 30 days of written notice by City or City may pursue any of its
remedies under this Contract or the Loan Documents.
6. Intentionally Deleted.
7. Intentionally Deleted.
8. TENANT AND LEASE REQUIREMENTS; PROPERTY STANDARDS
DURING PERFORMANCE PERIOD.
8.1 Income Eligibility.
Developer must use the definition of annual income in 24 CFR 5.609 to establish
income eligibility. Developer shall use the most current HUD Income Guidelines.
Developer shall maintain Tenant Documentation sufficient to show that the Affordable
Units are occupied by Income Eligible Households.
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8.2 Income Verification.
8.2.1 Developer must verify that all tenants of Affordable Units are Income
Eligible Households with Tenant Documentation at the time that each lease for an
Affordable Unit is signed. Developer must maintain copies of such Tenant Documentation
as required under this Contract. Afterward, Developer must annually verify the tenant's
income but may use a City -approved tenant self -certification form rather than Tenant
Documentation.
8.2.2 Notwithstanding the foregoing, Developer must verify the income
eligibility of all tenants with Tenant Documentation every other year of the Performance
Period.
8.2.3 Developer must maintain copies of Tenant Documentation and all tenant
self -certification forms as required under this Contract.
8.2.4 As part of its monitoring, City will review Tenant Documentation during
the term of the Loan, on at least an annual basis.
8.3 Tenant Lease.
Prior to leasing any unit in the Development, Developer shall submit the form of
its lease to City for its approval.
8.4 Tenant Household Characteristics.
Developer shall provide City at initial lease -up with the information about the
household characteristics of the first tenant renting an Affordable Unit on Exhibit 11G-1"
— Project Compliance Report: Rental Housing.
8.5 Prouerty Maintenance and Inspections During Performance Period.
Developer shall ensure that the Development is maintained in accordance with all
applicable HUD property standards, which at a minimum shall be those property standards
required in 24 CFR Part 92.251. Developer will allow City to inspect the Affordable Units
annually if City requests such inspection; provided however, City has no obligation to
inspect the Affordable Units.
9. ADDITIONAL REQUIREMENTS.
Developer agrees to comply with all requirements of the CDBG Program as stated
in the CDBG Regulations, including, but not limited to the following:
9.1 Environmental Review.
Funds will not be paid, and costs cannot be incurred until City has conducted and
completed an Environmental Review Record as required by 24 CFR Part 58. The
environmental review may result in a decision to proceed with, modify, or cancel the
project. Further, Developer will not undertake or commit any funds to physical or choice
limiting actions including if applicable property acquisition, demolition, movement,
rehabilitation, conversion, repair or construction prior to the environmental clearance. Any
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violation of this provision will (i) cause this Contract to terminate immediately; (ii) require
Developer to repay City in accordance with the provisions of Section 5.6.1.8 within 30
days of termination under this Section; and (iii) forfeit any fixture payments of CDBG
Funds.
8.1.2 Mitigation.
It has been determined that no mitigation measures are required for this project.
9.2 Contract Not Constituting Commitment of Funds.
Notwithstanding any provision of this Contract, the Parties agree and acknowledge
that this Contract does not constitute a commitment of CDBG Funds, and that such
commitment or approval may occur only upon satisfactory completion of an Environmental
Review Record and receipt by City of an authorization to use grant fixnds from HUD under
24 CFR Part 58.
9.3. Monitoring.
9.3.1 Developer understands and agrees that it will be subject to monitoring by
City for compliance with the CDBG Regulations and this Contract for the duration of this
Contract and the Performance Period. Developer will provide access to all files related to
the Project or Contract activities and services as requested by City for 5 years after the end
of the Performance Period, and will meet all the reporting requirements set out in this
Contract. This Section shall survive the earlier termination or expiration of this
Contract.
9.3.2 Representatives of City, HUD, HUD Office of Inspector General, and the
United States Comptroller General shall have access during regular business hours, upon
48 hours' prior notice, to Developer's offices and records that are related to the use of the
CDBG Funds, the CDBG Requirements, the City Requirements and the National
Objective, and to Developer's officers, directors, agents, employees, contractors and
subcontractors for the purpose of such monitoring.
9.3.3 In addition to other provisions of this Contract regarding frequency of
monitoring, City reserves the right to perform desk reviews or on -site monitoring of
Developer's compliance with the terms and conditions of this Contract and the Loan. After
each monitoring visit, City shall provide Developer with a written report of the monitor's
findings. If the monitoring report notes deficiencies in Developer's perfonnance, the report
shall include requirements for the timely correction of said deficiencies by Developer.
Failure by Developer to take the action specified in the monitoring report may be cause for
suspension or termination of this Contract as provided herein or City may take all actions
allowed in the Loan Documents.
9.3.4 Developer shall annually provide to City the results of any state or federal
monitoring related to the project or the Program. Such results shall be submitted annually
to City with the submission of its annual audit and financial statements.
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9.3.5 This Section 9.3 shall be applicable for the duration of the Contract term,
the Performance Period and for 5 years thereafter and shall survive the earlier
termination or expiration of this Contract.
9.4 Compliance with the Uniform Relocation Act.
If applicable, Developer shall comply with the relocation requirements of 24 CFR
Part 580.606 and all other applicable Federal and state laws and City ordinances and
requirements.
9.5 Intentionally deleted.
9.6 Intentionally deleted.
9.7 Cost Principles/Cost Reasonableness.
As applicable, the eligibility of costs incurred for performance rendered shall be
determined in accordance 2 CFR Part 200.400 through 2 CFR Part 200.475, regarding
cost reasonableness and allocation.
9.8 Financial Management Standards.
Developer agrees to adhere to the accounting principles and procedures required in
2 CFR Part 200, utilize adequate internal controls, and maintain necessary supporting and
back-up documentation for all costs incurred in accordance with 2 CFR Part 200.302 and
Part 200.303.
9.9 Uniform Administrative Requirements.
As applicable, Developer will comply with the Uniform Administrative
Requirements, Cost Principles, and Audit Requirements for Federal Awards in 2 CFR Part
200, or any reasonably equivalent procedures and requirements that City may require.
9.10 Compliance with FFATA and Whistleblower Protections.
If applicable, Developer shall provide City with all necessary information for City
to comply with the requirements of 2 CFR Part 300(b), including provisions of the Federal
Funding Accountability and Transparency Act ("FFATA") governing requirements on
executive compensation and provisions governing whistleblower protections contained in
10 U.S.C. 2409,41 U.S.C. 4712, 10 U.S.C. 2324, 41 U.S.C. 4304 and 41 U.S.C. 4310.
9.10.1 Developer shall provide its SAM unique entity ID to City prior to the
payment of its first Reimbursement Request.
9.11 Internal Controls.
In compliance with the requirements of 2 CFR Part 200.303, and to the extent
applicable, Developer shall:
9.11.1 Establish and maintain effective internal control over the CDBG Funds that
provides reasonable assurance that Developer is managing the CDBG Funds in compliance
with federal statutes, regulations, and the terms and conditions of this Contract. These
internal controls shall be in compliance with guidance in "Standards for Internal Control
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in the Federal Government" issued by the Comptroller General of the United States or the
"Internal Control Integrated Framework" issued by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO");
9.11.2 Comply with federal statutes, regulations, and the terms and conditions of
this Contract;
9.11.3 Evaluate and monitor Developer's compliance with statutes, regulations
and the terms and conditions of this Contract;
9.11.4 Take prompt action when instances of noncompliance are identified
including noncompliance identified in audit findings; and
9.11.5 Take reasonable measures to safeguard protected personally identifiable
information and other information that HUD or City designates as sensitive or Developer
considers sensitive consistent with applicable federal, state, local and tribal laws regarding
privacy and obligations of confidentiality.
9.12 Copvright and Patent Rights.
No reports, maps, or other documents produced in whole or in part under this
Contract shall be the subject of an application for copyright by or on behalf of Developer.
HUD and City shall possess all rights to invention or discovery, as well as rights in data
which may arise as a result of Developer's performance under this Contract.
9.13 Intentionally deleted.
9.14 Intentionally deleted.
9.15 Uniform Administrative Requirements.
If applicable, Developer will comply with the Uniform Administrative
Requirements set forth in 24 CFR Part 570.502, or any reasonably equivalent procedures
and requirements that City may require.
10. RECORD KEEPING. REPORTING AND DOCUMENTATION
REQUIREMENTS; AUDIT.
10.1 Record Keeping.
Developer shall maintain a record -keeping system as part of its performance of this
Contract and shall promptly provide City with copies of any document City deems
necessary for the effective fulfillment of City's monitoring and evaluation responsibilities.
Specifically, Developer will keep or cause to be kept an accurate record of all actions taken
and all CDBG Funds spent, with supporting and back-up documentation, as well as all
Tenant Documentation. Developer will maintain all records and documentation related to
this Contract for 5 years after the expiration of the Performance Period. If any claim,
litigation, or audit is initiated before the expiration of the 5-year period, the records must
be retained until all such claims, litigation or audits have been resolved.
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10.1.2 Access to Records.
City, HUD and any duly authorized officials of the federal government will have
full access to, and the right to examine, audit, excerpt and/or transcribe any of Developer's
records pertaining to all matters covered by this Contract throughout the Performance
Period and for 5 years thereafter. Such access shall be during regular business hours and
upon at least 48 hours' prior notice.
10.2 Reports.
Developer will submit to City all reports and documentation described in this
Contract, in such form as City may prescribe. Developer may also be required to submit a
final performance and financial report if required by City at the termination of this Contract
and/or the termination of the Loan in such form and within such times as City may
prescribe. Failure to submit any report or documentation described in this Contract
to City shall be an event of default of this Contract and City may exercise all of it
remedies for default under this Contract and Loan Documents.
10.2.1 Additional Information.
Developer shall provide City with additional information as may be required by
federal or state agencies to substantiate CDBG activities and/or expenditure eligibility.
10.3 Change in Reporting Requirements and Forms.
City retains the right to change reporting requirements and forms at its discretion.
City will notify Developer in writing at least 30 days prior to the effective date of such
change, and the Parties shall execute an amendment to the Contract reflecting such change
if necessary.
10.4 Audit.
10.4.1 Entities that Expend $750.000 or more in Federal Funds Per Year.,
All 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 Part 200.501 through Part 200.521. If
applicable, the audit shall cover Developer's fiscal years during which this Contract is in
force. The audit must be prepared by an independent certified public accountant, be
completed within 6 months following the end of the period being audited and be submitted
to City within 30 days of its completion. Developer's audit certification is attached hereto
as Exhibit "D" — "Audit Certification Form" and "Audit Requirements". The Audit
Certification 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 funds are exempt from
federal audit requirements for that year, but records must be available for review or audit
by appropriate officials of the federal agency, City, and General Accounting Office.
10.4.2 Citv Reserves the Right to Audit.
City reserves the right to perform an audit (i) of Developer's expenditure of CDBG
Funds or (ii) program income in accordance with Section 7.4, at any time during the term
of this Contract, the Performance Period, or within 5 years thereafter as the case may be, if
City determines that such audit is necessary for City's compliance with the CDBG
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Regulations or other City policies, and Developer agrees to allow access to all pertinent
materials as described herein. If such audit reveals a questioned practice or expenditure,
such questions must be resolved within 15 business days after notice to Developer of such
questioned practice or expenditure. If questions are not resolved within this period, City
reserves the right to withhold further funding under this Contract and/or future contract(s)
with Developer. IF AS A RESULT OF ANY AUDIT IT IS DETERMINED THAT
DEVELOPER HAS FALSIFIED ANY DOCUMENTATION OR MISUSED,
MISAPPLIED OR MISAPPROPRIATED CDBG FUNDS OR SPENT CDBG
FUNDS OR PROGRAM INCOME ON ANY INELIGIBLE ACTIVITIES,
DEVELOPER AGREES TO REIMBURSE CITY THE AMOUNT OF SUCH
MONIES PLUS THE AMOUNT OF ANY SANCTIONS, PENALTY OR OTHER
CHARGE LEVIED AGAINST CITY BY HUD BECAUSE OF SUCH ACTIONS.
11. Intentionally Deleted.
12. DEFAULT AND TERMINATION.
12.1 Failure to Begin.
12.1.1 If Developer fails to begin construction on the Project within 6 months
of the execution of this Contract, the Contract shall automatically terminate without further
warning or opportunity to cure, and with no penalty or liability to City.
12.1.2 Intentionally deleted.
12.2 Failure to Submit Complete Documentation During Construction.
12.2.1 If Developer fails to submit Complete Documentation for any
reimbursable cost —or if any report or documentation submitted as part of Complete
Documentation is not in compliance with this Contract or CDBG Regulations as
determined by City, City will notify Developer in writing and the Developer will have 15
calendar days from the date of the written notice to submit or resubmit any such report or
documentation. If Developer fails to submit or resubmit any such report or documentation
within such time, City shall have the right to withhold payments. If such failure continues
for an additional 15 days (a total of 30 days), City shall have the right to terminate this
Contract effective immediately upon written notice of such intent with no penalty or
liability to City. Notwithstanding anything to the contrary herein, City will not be required
to pay any CDBG Funds to Developer during the period that any such report or
documentation is not in compliance with this Contract or the CDBG Regulations.
12.2.2 If any of Developer's Reimbursement Requests are incomplete or
otherwise not in compliance with this Contract or CDBG Regulations as determined by
City, Developer shall be in default of this Contract. City will notify Developer in writing
of such default and the Developer will have 15 calendar days from the date of the written
notice to resubmit any such Reimbursement Request to cure the default. If the Developer
fails to cure the default within such time, Developer shall forfeit any payments otherwise
due under such Reimbursement Request. If such failure to resubmit such Reimbursement
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Request continues for an additional 15 days (a total of 30 days), City shall have the right
to terminate this Contract effective immediately upon written notice of such intent with no
penalty or liability to City. Notwithstanding anything to the contrary herein, City will not
be required to pay any CDBG Funds to Developer during the period that any such
Reimbursement Request is not in compliance with this Contract or the CDBG Regulations.
12.2.3 In the event of more than 2 instances of default, cured or uncured, under
Sections Section 12.2.1 or 12.2.2, 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.
12.2.4 Notwithstanding anything to the contrary herein, City will not be
required to pay any CDBG Funds to Developer during the period that any Reimbursement
Requests, reports or documentation are past due or are not in compliance with this Contract
or the CDBG Regulations, or during any period during which Developer is in default of
this Contract.
12.2.5. In the event of termination under this Section 11.2, all CDBG Funds
awarded but unpaid to Developer pursuant to this Contract shall be immediately forfeited
and Developer shall have no further right to such funds, and any CDBG Funds already paid
to Developer must be repaid by Developer to City within 30 days of termination under this
Section, or at City's election Developer must repay City in accordance with the provisions
of Section 5.6.1.8. Failure to repay will result in City exercising all legal remedies
available to City under this Contract and the Loan Documents.
12.3 Failure to Maintain or Submit Required Reports and
Documentation During Performance Period.
If Developer fails to maintain all records and documentation as required in Section
9, or if applicable, fails to submit any report or documentation required by this Contract,
or if the maintained or submitted report or documentation is not in compliance with this
Contract or the CDBG Regulations as determined by City, City will notify Developer in
writing and the Developer will have 15 calendar days from the date of the written notice to
obtain or recreate the missing records and documentation, or submit or resubmit any such
report or documentation to City. If Developer fails to maintain the required reports or
documentation, or submit or resubmit any such report or documentation within such time,
City shall have the right to terminate this Contract effective immediately upon written
notice of such intent with no penalty or liability to City. In the event of termination under
this Section 12.3, any CDBG Funds paid to Developer must be repaid by Developer to City
within 30 days of tennination under this Section, or at City's election Developer must repay
City in accordance with the provisions of Section 5.6.1.8. Failure to repay will result in
City exercising all legal remedies available to City under this Contract and the Loan
Documents.
12.4 In General.
12.4.1 Subject to Sections 12.1, 12.2 and 12.3, and unless specifically provided
otherwise in this Contract, Developer shall be in default under this Contract if Developer
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breaches any term or condition of this Contract. In the event that such a breach remains
uncured after 30 calendar days following written notice by City (or such other notice period
as may be specified herein) or, if Developer has diligently and continuously attempted to
cure following receipt of such written notice but reasonably required more than 30 calendar
days to cure, as determined by the Parties mutually and in good faith, City shall have the
right to elect, in City's sole discretion, to (i) extend Developer's time to cure, (ii) terminate
this Contract effective immediately upon written notice of such intent to Developer, or (iii)
to pursue any other legal remedies available to City under this Contract or the Loan
Documents.
12.4.2 City's remedies may include:
12.4.2.1 Direct Developer to prepare and follow a schedule of actions
for carrying out the affected activities, consisting of
schedules, timetables and milestones necessary to
implement the affected activities.
12.4.2.2 Direct Developer to establish and follow a management plan
that assigns responsibilities for carrying out the remedial
activities.
12.4.2.3 Cancel or revise activities likely to be affected by the
performance deficiency before expending CDBG Funds for
the activities.
12.4.2.4 Reprogram CDBG Funds that have not yet been expended
from affected activities to other eligible activities or
withhold CDBG Funds.
12.4.2.5 Direct Developer to reimburse City the full amount of the
CDBG Funds provided to Developer.
12.4.2.6 Suspend reimbursement of CDBG Funds for affected
activities.
12.4.2.7 Any other appropriate action including but not limited to any
remedial action legally available such as declaratory
judgment, specific performance, damages, temporary or
permanent injunctions, termination of this Contract or any
other contracts with Developer, and any other available
remedies.
12.4.3 In the event of termination under this Section 12.4, all CDBG Funds
awarded but unpaid to Developer pursuant to this Contract shall be immediately rescinded
and Developer shall have no further right to such funds and any CDBG Funds already paid
to Developer must be repaid by Developer to City within 30 days of termination, or at
City's election Developer must repay City in accordance with the provisions of Section
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5.6.1.8. Failure to repay will result in City exercising all legal remedies available to City
under this Contract or the Loan Documents.
12.5 No Funds Disbursed While in Breach.
Developer understands and agrees that no CDBG Funds will be paid to Developer
until all defaults are cured to City's satisfaction.
12.6 No Compensation After Date of Termination.
In the event of termination, Developer shall not receive any compensation for work
undertaken after the date of the termination.
12.7 Rights of Citv Not Affected.
Termination shall not affect or terminate any of the existing rights of City against
Developer, or which may thereafter accrue because of such default, and this provision shall
be in addition to any and all other rights and remedies available to City under the law and
Loan Documents. Such termination does not terminate any applicable provisions of this
Contract that have been expressly noted as surviving the term or early termination of the
Contract. No delay or omission by City in exercising any right or remedy available to it
under this Contract shall impair any such right or remedy or constitute a waiver or
acquiescence in any Developer default.
12.8 Waiver of Breach Not Waiver of Subsequent Breach.
The waiver of a breach of any term, covenant, or condition of this Contract shall
not operate as a waiver of any subsequent breach of the same or any other term, covenant
or condition hereof.
12.9 Civil, Criminal and Administrative Penalties.
Failure to perform all the Contract terms may result in civil, criminal or
administrative penalties, including, but not limited to those set out in this Contract.
12.10 Termination for Cause.
12.10.1 City may terminate this Contract in the event of Developer's default,
inability or failure to perform subject to notice, grace and cure periods. In the event City
terminates this Contract for cause, all CDBG Funds awarded but unpaid to Developer
pursuant to this Contract shall be immediately rescinded and Developer shall have no
further right to such funds and any CDBG Funds already paid to Developer must be repaid
by Developer to City within 30 days of termination, or at City's election Developer must
repay City in accordance with the provisions of Section 5.6.1.8. Failure to repay will result
in City exercising all remedies available to City under this Contract or the Loan
Documents.
12.10.2 Developer may terminate this Contract if City does not provide the
CDBG Funds substantially in accordance with this Contract.
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12.11 Termination for Convenience.
In terminating in accordance with 24 C.F.R. 85.44 this Contract may be terminated
in whole or in part only as follows:
12.11.1 By City with the consent of Developer in which case the Parties shall
agree upon the termination conditions, including the effective date and in the case of partial
termination, the portion to be terminated; or
12.11.2 By the Developer upon at least 30 days' written notice to City, setting
forth the reasons for such termination, the effective date, and in the case of partial
termination, the portion to be terminated. In the case of a partial termination, City may
terminate the Contract in its entirety if City determines that the remaining portion of the
Contract to be performed or CDBG Funds to be spent will not accomplish the purposes for
which this Contract was made. In the Developer terminated this Contract under this section
12.11.2, all CDBG Funds awarded but unpaid to Developer pursuant to this Contract shall
be immediately rescinded and Developer shall have no further right to such fiords and any
CDBG Funds already paid to Developer must be repaid by Developer to City within 30
days of termination, or at City's election Developer must repay City in accordance with
the provisions of Section 5.6.1.8. Failure to repay will result in City exercising all remedies
available to City under this Contract or the Loan Documents.
12.12 Non -Appropriation of Funds.
In the event no funds or insufficient fiends are appropriated by City in any fiscal
period for any payments due hereunder, City will notify Developer 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 funds have been
appropriated.
12.13 Dissolution of Developer Terminates Contract.
In the event Developer is dissolved or ceases to exist, this Contract shall terminate.
In the event of termination under this Section, all CDBG Funds are subject to repayment
and/or City may exercise all of its remedies under this Contract and the Loan Documents.
13. REPAYMENT OF FUNDS.
All CDBG Funds are subject to repayment in the event Developer does not meet
the requirements as set out in this Contract or in the CDBG Regulations, including but not
limited to meeting the National Objective. If Developer changes use of the Property to
one that does not meet the CDBG Requirements, the City Requirements, the National
Objective and/or other requirements of the CDBG Regulations or the terms of this
Contract, Developer must either (i) repay the CDBG Funds or (ii) at City's election
Developer must repay City in accordance with the provisions of Section 5.6.1.8.
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14. MATERIAL OWNERSHIP CHANGE.
If ownership of the Developer or the project materially changes after the date of
this Contract, City may but is not obligated to, terminate this Contract. City has 30 days to
make such determination after receipt of notice from Developer and failure to make such
determination will constitute a waiver. In the event of termination under this Section 13,
all CDBG Funds awarded but not yet paid to Developer pursuant to this Contract shall be
immediately rescinded and Developer shall have no further right to such funds. Any
CDBG Funds already paid to Developer must be repaid to City within 30 days of
termination under this Section.
15. GENERAL PROVISIONS.
15.1 Developer an Independent Contractor.
Developer shall operate hereunder as an independent contractor and not as an
officer, agent, servant or employee of City. Developer shall have exclusive control of, and
the exclusive right to control, the details of the work and services performed hereunder,
and all persons performing same, and shall be solely responsible for the acts and omissions
of its officers, members, agents, servants, employees, contractors, subcontractors, vendors,
tenants, clients, licensees or invitees.
15.2 Doctrine of Respondeat Superior.
The doctrine of respondeat superior shall not apply as between City and Developer,
its officers, members, agents, servants, employees, contractors, subcontractors, tenants,
clients, licensees or invitees, and nothing herein shall be construed as creating a partnership
or joint enterprise between City and Developer. City does not have the legal right to control
the details of the tasks performed hereunder by Developer, its officers, members, agents,
employees, contractors, subcontractors, vendors, tenants, licensees or invitees.
15.3 Developer Propertv.
City shall under no circumstances be responsible for any property belonging to
Developer, its officers, members, agents, employees, contractors, subcontractors, vendors,
tenants, clients, licensees or invitees that may be lost, stolen or destroyed or in any way
damaged and DEVELOPER HEREBY INDEMNIFIES AND HOLDS HARMLESS
CITY AND ITS OFFICERS, AGENTS, AND EMPLOYEES FROM ANY AND ALL
CLAIMS OR SUITS PERTAINING TO OR CONNECTED WITH SUCH
PROPERTY.
15.4 Religious Organization.
No portion of the CDBG Funds shall be used in support of any sectarian or religious
activity. In addition, there must be no religious or membership criteria for clients of a
CDBG-funded service.
15.4.1 Intentionally deleted.
15.5 Venue.
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Venue for any action, whether real or asserted, at law or in equity, arising out of the
execution, performance, attempted performance or non-performance of this Contract
shall lie in state courts located in Tarrant County, Texas or the United States District
Court for the Northern District of Texas — Fort Worth Division.
15.6 Governing Law.
This Contract shall be governed by and construed in accordance with the laws of
the State of Texas. If any action, whether real or asserted, at law or in equity, arises out of
the execution, performance or non-performance of this Contract or on the basis of any
provision herein, for any issue not governed by federal law, the choice of law shall be the
laws of the State of Texas.
15.7 Severabilitv.
The provisions of this Contract are severable, and, if for any reason a clause,
sentence, paragraph or other part of this Contract shall be determined to be invalid by a
court or Federal or State agency, board or commission having jurisdiction over the subject
matter thereof, such invalidity shall not affect other provisions which can be given effect
without the invalid provision. However, it is understood and agreed by the Parties that the
CDBG Requirements and regulations are integral parts of the Contract and that any
reformation of the Contract in the event of severability should include the requirement that
Developer comply with the CDBG Requirements and regulations, reporting requirements
to verify the same, and that City shall be able to enforce the CDBG Requirements and
regulations against Developer.
15.8 Written Agreement Entire Agreement.
This written instrument and the attachments and exhibits attached hereto, which are
incorporated by reference and made a part of this Contract for all purposes, constitute the
entire agreement by the Parties concerning the work and services to be performed under
this Contract. Any prior or contemporaneous oral or written agreement which purports to
vary the terms of this Contract shall be void. Any amendments to the terms of this Contract
must be in writing and executed by the Parties.
15.9. Paragraph Headings for Reference Onlv, 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 the neuter gender
to include the masculine and feminine. The words "include" and "including" whenever
used herein shall be deemed to be followed by the words "without limitation".
15.10 Compliance With All Applicable Laws and Regulations.
Developer agrees to comply fiilly with all applicable laws 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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➢ CDBG Regulations found in 24 CFR Part 570.
➢ Title I of the Housing and Community Development Act of 1974, as amended,
(42 USC 5301 et seq.)
➢ Title VI of the Civil Rights Act of 1964 (42 U.S.C. Sections 2000d et seq.)
including provisions requiring recipients of federal assistance to ensure
meaningful access by person of limited English proficiency
➢ The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C.
Sections 3601 et seq.)
y Executive Orders 11063, 11246 as amended by 11375 and 12086 and as
supplemented by Department of Labor regulations 41 CFR, Part 60
y The Age Discrimination in Employment Act of 1967
➢ The Age Discrimination Act of 1975 (42 U.S.C. Sections 6101 et seq.)
i' The Uniform Relocation Assistance and Real Property Acquisition Policies Act
of 1970 (42 U.S.C. Sections 4601 et seq. and 49 CFR Part 24) ("URA")
➢ Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. Sections 794 et seq.)
and 24 CFR Part 8 where applicable
➢ National Environmental Policy Act of 1969, as amended, 42 U.S.C. sections
4321 et seq. ("NEPA") and the related authorities listed in 24 CFR Part 58.
➢ The Clean Air Act, as amended, (42 U.S.C. Sections 1251 et seq.) and the Clean
Water Act of 1977, as amended (33 U.S.C. Sections 1251 et seq.) and the related
Executive Order 11738 and Environmental Protection Agency Regulations at
40 CFR Part 15. In no event shall any amount of the assistance provided under
this Contract be utilized with respect to a facility that has given rise to a
conviction under the Clean Air Act or the Clean Water Act.
➢ Immigration Reform and Control Act of 1986 (8 U.S.C. Sections 1101 et seq.)
specifically including the provisions requiring employer verifications of legal
status of its employees
➢ The Americans with Disabilities Act of 1990 (42 U.S.C. Sections 12101 et
seq.), the Architectural Barriers Act of 1968 as amended (42 U.S.C. sections
4151 et seq.) and the Uniform Federal Accessibility Standards, 24 CFR Part 40,
Appendix A
➢ Regulations at 24 CFR Part 87 related to lobbying, including the requirement
that certifications and disclosures be obtained from all covered persons
➢ Drug Free Workplace Act of 1988 (41 U.S.C. Sections 701 et seq.) and 24 CFR
Part 23, Subpart F
➢ Executive Order 12549 and 24 CFR Part 5.105(c) pertaining to restrictions on
participation by ineligible, debarred or suspended persons or entities
➢ Section 6002 of the Solid Waste Disposal Act, as amended by the Resource
Conservation and Recovery Act
Y Guidelines of the Environmental Protection Agency at 40 CFR Part 247
For contracts and subgrants for construction or repair, Copeland "Anti -
Kickback" Act (18 U.S.C. 874) as supplemented in 29 CFR Part 5
➢ For construction contracts in excess of $2,000, and in excess of $2,500 for other
contracts which involve the employment of mechanics or laborers, Sections 103
and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327A
300) as supplemented by 29 CFR Part 5
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➢ Lead -Based Paint Poisoning Prevention Act (42 U.S.C. 4801 et seq.), as
amended by the Residential Lead -Based Paint Hazard Reduction Act of 1992
(42 U.S.C. 4851 et seq.) and implementing regulations at 24 CFR Part 35,
subparts A, B, M, and R
Y Uniform Administrative Requirements, Cost Principles, and Audit
Requirements for Federal Awards, 2 CFR Part 200 et seq.
Federal Funding Accountability and Transparency Act of 2006, (Pub.L. 109-
282, as amended by Section 6205(a) of Pub.L. 110-252 and Section 3 of Pub.L.
113-101)
Federal Whistleblower Regulations, 10 U.S.C. 2409, 41 U.S.C. 4712, 10 U.S.C.
2324, 41 U.S.C. 4304 and 41 U.S.C. 4310.
15.11 Intentionally deleted.
15.12 Prohibition Azainst Discrimination.
15.12.1 General Statement.
Developer, in the execution, performance or attempted performance of this
Contract, and in operation of services provided on the Property, shall comply with all non-
discrimination requirements of 24 CFR 570.607 and the ordinances codified at Chapter 17,
Article III, Division 4 — Fair Housing of the City Code. Developer may not discriminate
against any person because of race, color, sex, gender, religion, national origin, familial
status, disability or perceived disability, sexual orientation, gender identity, gender
expression, or transgender, nor will Developer permit its officers, members, agents,
employees, vendors, or project participants to engage in such discrimination.
This Contract is made and entered into with reference specifically to the ordinances
codified at Chapter 17, Article III, Division 3 - Employment Practices of the City Code,
and Developer hereby covenants and agrees that Developer, its officers, members, agents,
employees, vendors, and contractors, have fully complied with all provisions of same and
that no employee, or applicant for employment has been discriminated against under the
terms of such ordinances by either or its officers, members, agents, employees, vendors, or
contractors.
15.12.2 Intentionally deleted.
15.12.3 Developer's Contractors and the ADA.
In accordance with the provisions of the Americans With Disabilities Act of 1990
("ADA"), Developer warrants that it and any of its contractors will not unlawfully
discriminate on the basis of disability in the provision of services to the general public, nor
in the availability, terms and/or conditions of employment for applicants for employment
with, or employees of Developer or any of its contractors. DEVELOPER WARRANTS
IT WILL FULLY COMPLY WITH ADA'S PROVISIONS AND ANY OTHER
APPLICABLE FEDERAL, STATE AND LOCAL LAWS CONCERNING
DISABILITY AND WILL DEFEND, INDEMNIFY AND HOLD CITY HARMLESS
AGAINST ANY CLAIMS OR ALLEGATIONS ASSERTED BY THIRD PARTIES
OR CONTRACTORS AGAINST CITY ARISING OUT OF DEVELOPER'S
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AND/OR ITS CONTRACTORS', AGENTS' OR EMPLOYEES' ALLEGED
FAILURE TO COMPLY WITH THE ABOVE -REFERENCED LAWS
CONCERNING DISABILITY DISCRIMINATION IN THE PERFORMANCE OF
THIS CONTRACT.
15.13 Conflict of Interest and Violations of Criminal Law.
15.13.1 Developer Safeguards.
Developer shall establish safeguards to prohibit its employees board members,
advisors and agents from using positions for a purpose that is or gives the appearance of
being motivated by a desire for private gain for themselves or others, particularly those
with whom they have family, business or other ties. Developer shall disclose to City any
conflict of interest or potential conflict of interest described above, immediately upon
discovery of such.
15.13.2 General Prohibition Auainst Conflicts of Interest.
No persons who are employees, agents, consultants, officers or elected officials or
appointed officials of City or of Developer who exercise or have exercised any fimctions
or responsibilities with respect to activities assisted with CDBG Funds or who are in a
position to participate in a decision -malting process or gain inside information with regard
to these activities may utilize CDBG services, may obtain a financial interest or benefit
from a CDBG-assisted activity, or have an interest in any contract, subcontract or
agreement with respect thereto, or the proceeds thereunder, either for themselves or those
with whom they have family or business ties, during their tenure or for 1 year thereafter,
unless they are accepted in accordance with the procedures set forth at 24 CFR 570.611.
15.13.2.1 Developer 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.
15.13.3 Disclosure of Conflicts of Interest.
In compliance with 2 CFR Part 200.112, Developer is required to timely disclose
to City in writing any potential conflict of interest, as described in this Section.
15.13.4 Disclosure of Texas Penal Code Violations.
Developer affirms that it will adhere to the provisions of the Texas Penal Code
which prohibits bribery and gifts to public servants.
15.13.5 Disclosure of Federal Criminal Law Violations.
In compliance with 2 CFR Part 200.113, Developer is required to timely disclose to City
all violations of federal criminal law involving fraud, bribery or gratuity violations
potentially affecting this Contract.
15.14 Intentionally deleted.
15.15 Intentionally deleted.
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15.16 Other Laws.
The failure to list any federal, state or City ordinance, law or regulation that is
applicable to Developer does not excuse or relieve Developer from the requirements or
responsibilities in regard to following the law, nor from the consequences or penalties for
Developer's failure to follow the law, if applicable.
15.17 Assignment.
Developer shall not assign all or any part of its rights, privileges, or duties under
this Contract without the prior written approval of City. Any attempted assignment
without approval shall be void, and shall constitute a breach of this Contract.
15.18 Intentionally deleted.
15.19 Force Maieure.
If Developer becomes unable, either in whole or part, to fulfill its obligations under
this Contract due to acts of God, strikes, lockouts, or other industrial disturbances, acts of
public enemies, wars, blockades, insurrections, riots, epidemics, pandemics, earthquakes,
fires, floods, restraints or prohibitions by any court, board, department, commission or
agency of the United States or of any States, civil disturbances, or explosions, or some
other reason beyond such Developer's control (collectively, "Force Majeure Event"), the
obligations so affected by such Force Majeure Event will be suspended only during the
continuance of such event. Developer will give City written notice of the existence, extent
and nature of the Force Majeure Event as soon as reasonably possible after the occurrence
of the event. Failure to give notice will result in the continuance of the Developer's
obligation regardless of the extent of any existing Force Majeure Event. Developer will use
commercially reasonable efforts to remedy its inability to perform as soon as possible.
15.20 Survival.
Any provision of this Contract that pertains to the CDBG Requirements, indemnity
obligations, the City Requirements, the National Objective, auditing, monitoring, reporting
requirements, client income eligibility, record keeping and reports, City ordinances, the
provisions of Section 7.6 pertaining to the Federal System Award Management, or any
other applicable CDBG Program requirements, and any default and enforcement
provisions necessary to enforce such provisions, shall survive the tenn or earlier
termination of this Contract for the longer of (i) 5 years after the termination of this
Contract, or (ii) 5 years after the termination of the Performance Period, and shall be
enforceable by City against Developer.
16. INDEMNIFICATION AND RELEASE.
DEVELOPER COVENANTS AND AGREES TO INDEMNIFY, HOLD
HARMLESS AND DEFEND, AT ITS OWN EXPENSE, CITY AND ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL
CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF
WHATSOEVER HIND OR CHARACTER, WHETHER REAL OR ASSERTED,
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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 ANY IMPROVEMENTS DESCRIBED HEREIN, WHETHER OR
NOT CAUSED IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF
OFFICERS, AGENTS, SERVANTS, EMPLOYEES, —CONTRACTORS OR
SUBCONTRACTORS OF CITY; AND DEVELOPER HEREBY ASSUMES ALL
LIABILITY AND RESPONSIBILITY OF CITY AND ITS OFFICERS, AGENTS,
SERVANTS, AND EMPLOYEES FOR ANY AND ALL CLAIMS OR SUITS FOR
PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KINDS OR
CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN
CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED
PERFORMANCE OR NONPERFORMANCE OF THIS CONTRACT AND/OR
THE OPERATIONS, ACTIVITIES AND SERVICES OF ANY IMPROVEMENTS
DESCRIBED HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART
BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS,
EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY.
DEVELOPER LIKEWISE COVENANTS AND AGREES TO AND DOES HEREBY
INDEMNIFY AND HOLD HARMLESS CITY FROM AND AGAINST ANY AND
ALL INJURY, DAMAGE OR DESTRUCTION OF PROPERTY OF CITY,
ARISING OUT OF OR IN CONNECTION WITH ALL ACTS OR OMISSIONS OF
DEVELOPER, ITS OFFICERS, MEMBERS, AGENTS, EMPLOYEES,
CONTRACTORS, SUBCONTRACTORS, INVITEES, LICENSEES, OR
PROJECT PARTICIPANTS, OR CAUSED, IN WHOLE OR IN PART, BY
ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS OR SUBCONTRACTORS OF CITY.
IT IS THE EXPRESS INTENTION OF THE PARTIES, BOTH DEVELOPER AND
CITY, THAT THE INDEMNITY PROVIDED FOR THIS SECTION INCLUDES
INDEMNITY BY DEVELOPER TO INDEMNIFY AND PROTECT CITY FROM
THE CONSEQUENCES OF CITY'S OWN NEGLIGENCE, WHETHER THAT
NEGLIGENCE IS ALLEGED TO BE THE SOLE OR CONCURRING CAUSE OF
THE INJURY, DAMAGE OR DEATH.
DEVELOPER AGREES TO AND SHALL RELEASE CITY, ITS AGENTS,
EMPLOYEES, OFFICERS AND LEGAL REPRESENTATIVES FROM ALL
LIABILITY FOR INJURY, DEATH, DAMAGE OR LOSS TO PERSONS OR
PROPERTY SUSTAINED IN CONNECTION WITH OR INCIDENTAL TO
PERFORMANCE UNDER THIS CONTRACT, EVEN IF THE INJURY, DEATH,
DAMAGE OR LOSS IS CAUSED BY CITY'S SOLE OR CONCURRENT
NEGLIGENCE.
DEVELOPER SHALL REQUIRE ALL OF ITS CONTRACTORS,
SUBCONTRACTORS, AND VENDORS TO INCLUDE IN THEIR CONTRACTS
AND SUBCONTRACTS A RELEASE AND INDEMNITY IN FAVOR OF CITY IN
SUBSTANTIALLY THE SAME FORM AS ABOVE.
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17. WAIVER OF IMMUNITY BY DEVELOPER.
If Developer, as a charitable or nonprofit organization, has or claims an immunity
or exemption (statutory or otherwise) from and against liability for damages or injury,
including death, to persons or property, Developer hereby expressly waives its rights to
plead defensively such immunity or exemption as against City. This Section shall not be
construed to affect a governmental entity's immunities under constitutional, statutory or
common law.
18. INSURANCE AND BONDING.
Developer will maintain blanket fidelity coverage in the form of insurance or bond in the
amount of $500,000.00 to insure against loss from the fraud, theft or dishonesty of any of
Developer's officers, agents, trustees, directors or employees. The proceeds of such bond
shall be used to reimburse City for any and all loss of CDBG Funds occasioned by such
misconduct. To effectuate such reimbursement, such fidelity coverage shall include a rider
stating that reimbursement for any loss or losses thereunder shall name the City as a Loss
Payee.
Developer shall furnish to City in a timely manner, but not later than the Effective Date,
certificates of insurance as proof that it has secured and paid for policies of commercial
insurance as specified herein. If City has not received such certificates by the Effective
Date, Developer shall be in default of the Contract and City may, at its option, terminate
the Contract.
Such insurance shall cover all insurable risks incident to or in connection with the
execution, performance, attempted performance or nonperformance of this Contract.
Developer shall maintain, or require its general contractor to maintain, the following
coverages and limits thereof:
Commercial General Liability (CGL) Insurance
$1,000,000 each occurrence
$2,000,000 aggregate limit
Non -Profit Organization Liability or Directors & Officers Liability (if applicable)
$1,000,000 Each Occurrence
$1,000,000 Annual Aggregate Limit
Business Automobile Liability Insurance (if applicable)
$1,000,000 each accident on a combined single -limit basis, or
$ 250,000 Property Damage
$ 500,000 Bodily Injury per person per occurrence
Insurance policy shall be endorsed to cover "Any Auto", defined as autos owned, hired
and non -owned. Pending availability of the above coverage and at the discretion of City,
the policy shall be the primary responding insurance policy versus a personal auto
insurance policy if or when in the course of Developer's business as contracted herein.
CDBG CONTRACT Page 26
Fort Worth Housing Solutions
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Workers' Compensation Insurance
Part A: Statutory Limits
Part B: Employer's Liability
$100,000 each accident
$100,000 disease -each employee
$500,000 disease -policy limit
Note: Such insurance shall cover employees performing work on any and all
projects including but not limited to construction, demolition, and rehabilitation.
Developer or its contractors shall maintain coverages, if applicable. In the event
the respective contractors do not maintain coverage, Developer shall maintain the
coverage on such contractor, if applicable, for each applicable contract.
Additional Requirements.
Such insurance amounts shall be revised upward at City's reasonable option and no more
frequently than once every 12 months, and Developer shall revise such amounts within 30
days following notice to Developer of such requirements.
Developer will submit to City documentation that it has obtained insurance coverage and
has executed bonds as required in this Contract prior to payment of any monies provided
hereunder.
Where applicable, insurance policies required herein shall be endorsed to include City as
an additional insured as its interest may appear. Additional insured parties shall include
employees, officers, agents, and volunteers of City.
The Workers' Compensation Insurance policy shall be endorsed to include a waiver of
subrogation, also referred to as a waiver of rights of recovery, in favor of City.
Any failure on part of City to request certificate(s) of insurance shall not be construed as a
waiver of such requirement or as a waiver of the insurance requirements themselves.
Insurers of Developer's insurance policies shall be licensed to do business in the state of
Texas by the Department of Insurance or be otherwise eligible and authorized to do
business in the state of Texas. Insurers shall be acceptable to City insofar as their financial
strength and solvency and each such company shall have a current minimum A.M. Best
Key Rating Guide rating of A: VII or other equivalent insurance industry standard rating
otherwise approved by.City.
Deductible limits on insurance policies shall not exceed $5,000 per occurrence unless
otherwise approved by City.
In the event there are any local, Federal or other regulatory insurance or bonding
requirements for the Project, and such requirements exceed those specified herein, the
former shall prevail.
CDBG CONTRACT Page 27
Fort Worth Housing Solutions
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Developer shall require its contractors to maintain applicable insurance coverages, limits,
and other requirements as those specified herein; and, Developer shall require its
contractors to provide Developer with certificate(s) of insurance documenting such
coverage. Also, Developer shall require its contractors to have City and Developer
endorsed as additional insurers (as their interest may appear) on their respective insurance
policies.
Developer shall require its general contractor to maintain builders risk insurance at the
value of the construction.
Notwithstanding any provision in this Contract to the contrary, when applicable, Developer
shall comply with the requirements of 2 CFR 200.310 and shall, at a minimum, provide the
equivalent insurance coverage for real property and equipment acquired or improved with
CDBG Funds as provided to any property owned by Developer.
19. Certification ReLrardin2 Lobbvin2.
The undersigned representative of Developer hereby certifies, to the best of his or
her knowledge and belief, that:
No Federal appropriated finds have been paid or will be paid, by or on
behalf of Developer, to any person for influencing or attempting to influence
an officer or employee of any Developer, a member of Congress, an officer
or employee of Congress in connection with the awarding of any Federal
contract, the malting of any Federal grant, the malting 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 fiords other than federally appropriated finds have been paid or will
be paid to any person for influencing or attempting to influence an officer
or employee of any Developer, member of Congress in connection with this
Federal contract, grant, loan or cooperative agreement, Developer shall
complete and submit Standard Forni-LLL, "Disclosure Form to Report
Lobbying, " in accordance with its instructions.
This certification is a material representation of fact upon which reliance
was placed when this Contract was made or entered into. Submission of
this certificate is a prerequisite for making or entering into this Contract
imposed by 31 U.S.C. Section 1352. Any person who fails to file the
required certification shall be subject to a civil penalty of not less than
$10, 000.00 and not more than $100, 000.00 for each such failure.
Developer shall require that the language of this certification be included in all
subcontracts or agreements involving the expenditure of federal funds.
CDBG CONTRACT Page 28
Fort Worth Housing Solutions
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20. Litigation and Claims.
Developer shall give City immediate notice in writing of any action, including any
proceeding before an administrative Developer, filed against Developer in conjunction
with this Contract, or the Project. Developer shall furnish immediately to City copies of
all pertinent papers received by Developer with respect to such action or claim. Developer
shall provide a notice to City within 10 days upon filing under any bankruptcy or financial
insolvency provision of law.
21. Notice.
All notices required or permitted by this Contract must be in writing and shall be
effective upon receipt when (i) sent by United States mail with proper postage, certified
mail return receipt requested, or by a nationally recognized overnight delivery service; and
(ii) 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
Attention: Assistant Director
200 Texas Street
Fort Worth, TX 76102
Telephone: 817-3 92-7540
Copy to:
City Attorney's Office
Attention: Leslie Hunt
200 Texas Street
Fort Worth, TX 76102
Telephone: 817-392-6259
Copy to:
Neighborhood Services Department
Attention: Project Coordinator
200 Texas Street
Fort Worth, TX 76102
Telephone: 817-3 92-6125
Developer:
Mary -Margaret Lemons
President
Fort Worth Housing Solutions
1407 Texas St.
Fort Worth, TX 76102
Telephone:
CDBG CONTRACT Page 29
Fort Worth Housing Solutions
Casa de los Suenos Deeply Affordable Housing Project
Copy to:
Hector Ordonez
VP of Finance and Accounting
Fort Worth Housing Solutions
1407 Texas St.
Fort Worth, TX 76102
22. DEVELOPER HAS LEGAL AUTHORITY TO ENTER INTO CONTRACT.
Developer represents that it possesses the legal authority, pursuant to any proper,
appropriate and official motion, resolution or action passed or taken, to enter into this
Contract and to perform the responsibilities herein required.
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. PROGRAM INCOME.
Parties agree that no program income as defined by HUD shall be earned as a
result of this contract.
25. PROHIBITION ON CONTRACTING WITH COMPANIES THAT
BOYCOTT ISRAEL.
If Developer has less than ten employees, this contract is for less than $100,000, or
Developer does not meet the definition of a "company" under the applicable section of the
Texas Government Code, this provision shall not apply. Developer 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 term of the contract. The terms "boycott Israel" and "company"
shall have the meanings ascribed to those terms in Section 808.001 of the Texas
Government Code. By signing this contract, Agency certifies that Agency's signature
provides written verification to the City that Developer: (1) does not boycott Israel; and (2)
will not boycott Israel during the term of the contract.
26. PROHIBITION ON BOYCOTTING ENERGY COMPANIES.
Developer acknowledges that in accordance with Chapter 2274 of the Texas
Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is
prohibited from entering into a contract for goods or services that has a value of $100,000
or more that is to be paid wholly or partly from public funds of the City with a company
with 10 or more full-time employees unless the contract contains a written verification
from the company that it: (1) does not boycott energy companies; and (2) will not boycott
energy companies during the term of the contract. The terms "boycott energy company"
CDBG CONTRACT Page 30
Fort Worth Housing Solutions
Casa de los Suenos Deeply Affordable Housing Project
and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas
Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that
Chapter 2274 of the Government Code is applicable to this Contract, by signing this
Contract, Agency certifies that Agency's signature provides written verification to the City
that Agency: (1) does not boycott energy companies; and (2) will not boycott energy
companies during the term of this Contract.
27. PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND
AMMUNITION INDUSTRIES.
Developer acknowledges that except as otherwise provided by Chapter 2274 of
the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City
is prohibited from entering into a contract for goods or services that has a value of $100,000
or more that is to be paid wholly or partly from public funds of the City with a company
with 10 or more full-time employees unless the contract contains a written verification
from the company that it: (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not
discriminate during the term of the contract against a firearm entity or firearm trade
association. The terms "discriminate," "firearm entity" and "firearm trade association"
have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code,
as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of
the Government Code is applicable to this Contract, by signing this Contract t, Developer
certifies that Developer's signature provides written verification to the City that Developer:
(1) does not have a practice, policy, guidance, or directive that discriminates against a
firearm entity or firearm trade association; and (2) will not discriminate against a firearm
entity or firearm trade association during the term of this Contract.
28. ELECTRONIC SIGNATURES.
This 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.
29. 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.
30. IMMIGRATION NATIONALITY ACT.
Developer shall verify the identity and employment eligibility of its employees who
perform work under this Contract, including completing the Employment Eligibility
Verification Form (I-9). Upon request by City, Developer shall provide City with copies
CDBG CONTRACT Page 31
Fort Worth Housing Solutions
Casa de los Suenos Deeply Affordable Housing Project
of all I-9 forms and supporting eligibility documentation for each employee who performs
work under this Contract. Developer shall adhere to all Federal and State laws as well as
establish appropriate procedures and controls so that no services will be performed by any
Developer employee who is not legally eligible to perform such services. DEVELOPER,
TO THE EXTENT PERMITTED BY APPLICABLE LAW, SHALL INDEMNIFY
CITY AND HOLD LENDER HARMLESS FROM ANY PENALTIES,
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY
DEVELOPER, DEVELOPER'S EMPLOYEES, SUBCONTRACTORS, AGENTS,
OR LICENSEES. City, upon written notice to Developer, shall have the right to
immediately terminate this Contract for violations of this provision by Developer.
[SIGNATURES APPEAR ON NEXT PAGE]
CDBG CONTRACT Page 32
Fort Worth Housing Solutions
Casa de los Suenos Deeply Affordable Housing Project
[Executed effective as of the date signed by the Assistant City Manager below.] /
[ACCEPTED AND AGREED:]
City:
By:
Name: Fernando Costa
Title: Assistant City Manager
Date: J u l 12, 2023
DEVELOPER:
By: el Mwe
�& Nkx�
Name: Maryargare Lem
Title: President
Date: July 11, 2023
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended:
By: U `�
Name: Victor T. Turner
Title: Director, Neighborhood Services
Department
Approved as to Form and Legality
Leslie L. -t 62, 2D23 15:46 CDT)
By:
Name: Leslie L. Hunt
Title: Senior Assistant City Attorney
Contract Authorization:
M&C: M&C 22-0685
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.
By:
Name: Chad LaRoque
Title: Housing Development and Grants
Manager
City Secretary:
b
By:
Name: Jannette S. Goodall
Title: City Secretary
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p F fo Rr�Lao
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Oran nEXA?o4p
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
CDBG CONTRACT Page 33
Fort Worth Housing Solutions
Casa de los Suenos Deeply Affordable Housing Project
EXHIBITS:
Exhibit "A" — Project Summary and Scope of Work
Exhibit "A-1" — 2022 HUD Income Limits
Exhibit "A-2"—Environmental Mitigation Action
Exhibit "B" — Budget
Exhibit "C" — Intentionally Omitted
Exhibit "D" — Audit Certification Form
Exhibit "E" — Loan Documents
Exhibit "F" — Reimbursement Forms
Exhibit "G" — Documentation of CDBG Requirements
Exhibit "G-1"—Project Compliance Report: Rental Housing
Exhibit "H" — Intentionally Omitted
Exhibit "I" — Intentionally Omitted
Exhibit "I-1" — Intentionally Omitted
Exhibit "J" — Standards for Complete Documentation
Exhibit "IC" - Intentionally Omitted
Exhibit "L" — Intentionally Omitted
Exhibit "M" — Intentionally Omitted
Exhibit "N" — Form of Income Self -Certification
Exhibit "O"—Intentionally Omitted
CDBG CONTRACT Page 34
Fort Worth Housing Solutions
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EXHIBIT "A"
PROJECT SUMMARY AND SCOPE OF WORK
FORT WORTH HOUSING SOLUTIONS
Capitalized terms not defined herein shall have meanings assigned to them in the Contract.
DESCRIPTION:
Developer will use CDBG fiends for costs associated with the conversion of the Express Inn at
8401 West Freeway, Fort Worth, Texas, 76116 (the "Property") to 55 units of deeply affordable,
housing— `Casa de los Suenos.' This particular project is a collaborative effort among Developer,
the City of Fort Worth, Tarrant County, Fort Worth Housing Finance Corporation, and Ojala
Holdings. The role of Ojala Holdings is to assist with the conversion and rehabilitation as
developer and asset manager. The Property currently has 83 units, which will be converted into 55
units to accommodate families. This configuration would include 12 1-bedroom units, 23 2-
bedroom units, and 20 3-bedroom units ranging from 416 square feet to 818 square feet, an average
of 644 square feet per unit. The project will also include a resident lounge, community space,
business center, computer lab, and case management offices. Other planned amenities include a
dog park, playground, multi -function sport court, activated green courtyard, resident garden, and
laundry center.
The National Objective of this project is to benefit low -and moderate -income individuals by
having at least 51% of the households served by the Program must be Income Eligible Households
Developer shall notify City if it substantially changes or modifies Program services at Casa de los
Suenos to allow determination if such changes affect the National Objective, the CDBG
Requirements, any City requirements, or other requirements of this Contract. Developer further
agrees that it will notify City of any other services offered regularly at this location to determine
applicability of any other requirements of the CDBG Regulations or this Contract.
The Casa de Suenos Project will take place at the Express Inn at 8401 West Freeway, Fort Worth,
TX 76116. None of the CDBG Funds provided under this Contract shall be used for any purpose
in any other building owned and operated in connection with Fort Worth Housing Solutions or any
other project involving Ojala Holdings.
Developer will be entitled to submit Reimbursement Requests until 30 days after the Completion
Deadline. The Parties does not anticipate routine Reimbursement Requests because the Loan is
will be used as reimbursement for acquisition of the Property.
PROJECT OBJECTIVES:
Developer will increase the stock of deeply affordable housing units in the City. All renovations
will ensure ongoing compliance with Section 504 Rehabilitation Standards for accessibility of
publicly assisted facilities.
CDBG CONTRACT — EXHIBITS Page 1
Fort Worth Housing Solutions: Casa de los Suenos Deeply Affordable Housing Project
SPECIFIC PURPOSE:
The purpose of the project is to address the significant need for affordable housing in Fort Worth
by providing deeply affordable housing within the City of Fort Worth. The Project will meet the
National Objective of providing serving low to moderate income families.
SERVICES:
Developer will provide or cause to be provided by third party vendors property management
services related to the leasing and operation of the Project, as well as supportive services to assist
the tenants of the Project.
CDBG CONTRACT — EXHIBITS Page 2
Fort Worth Housing Solutions: Casa de los Suenos Deeply Affordable Housing Project
EXHIBIT "A-1"
2023 HUD INCOME LIMITS
FORT WORTH HOUSING SOLUTIONS
City of Fort Worth
2023 CDBG Income Limits
r Family Size
Very Low Income Limit
Low Income Limit
60% Income Limit
Moderate Income Limit
(530%AMI)
(550%AMI)
(<_60%AMI)
(580%AMI)
1 Person
$20,100
$33,500
$40,200
$53,600
2 Persons
$23,000
$38,300
$45,960
$61,250
3 Persons
$25,850
$43,100
$51,720
$68,900
4 Persons
$28,700
$47,850
$57,420
$76,550
5 Persons
$31,000
$51,700
$62,040
$82,700
6 Persons
$33,300
$55,550
$66,660
$88,800
7 Persons
$35,600
$59,350
$71,220
$94,950
8 Persons
$37,900
$63,200
$75,840
$101,050
Source: U.S. Dept. of Housing and Urban Development
Notes:
1. The City of Fort Worth limits are based on area median Income for the Fort Worth -Arlington, TX HUD Metro area
2. Effective date: June 15, 2023
CDBG CONTRACT - EXHIBITS Page 3
Fort Worth Housing Solutions: Casa de los Suenos Deeply Affordable Housing Project
EXHIBIT "A-2"
ENVIRONMENTAL MITIGATION ACTION
FORT WORTH HOUSING SOLUTIONS
Based on the "Normally Unacceptable" noise level for the proposed dog park area, mitigation is
warranted (i.e.- relocation, barrier attenuation, etc.). Based on the "Unacceptable" noise levels for
the existing tenant structures and exterior congregation areas (pool and courtyard), mitigation is
warranted (i.e.- reconfiguring the proposed site plan, barrier attenuation, etc.). 24 CFR 51.104.a.2
states noise attenuation measures in these locations require the approval of the Responsible Entity's
Certifying Officer (for projects reviewed under Part 58). 24 CFR 51.101.a.2.i states "Responsible
entities under 24 CFR part 58 must take into consideration the noise criteria and standards in the
environmental review process and consider ameliorative actions when noise sensitive land
development is proposed in noise exposed areas. Responsible entities shall address deviations from
the standards in their environmental reviews as required in 24 CFR part 58. Proposed mitigation
measures include new dual glazed windows and sealants around all windows. Additionally, the
proposed exterior amenities are located in the southern section of the subject property, and lack a
direct "line -of -sight" from West Freeway East, Interstate 30, West Freeway Eastbound, and
Western Hills. This project will also not include an increase in unit density, or a change in property
use. Based on the location of the exterior amenities and proposed mitigation, Partner recommends
no further action with respect to noise mitigation.
CDBG CONTRACT — EXHIBITS Page 4
Fort Worth Housing Solutions: Casa de los Sueiios Deeply Affordable Housing Project
EXHIBIT "B"
BUDGET
FORT WORTH HOUSING SOLUTIONS
Casa de los Suenos
Sources & Uses
Sources of Funds
Project Operating Account (Esperanza Proceeds)
Tarrant County ARPA Funding
City of Fort Worth Funding: Community Development Block Grant
Fort Worth Housing Finance Corporation
Private Capital
Total Sources of Funds
Uses of Funds
Acquisition & Closing Costs
Hard Costs
Soft Costs
Contingency
Total Uses of Funds
Total Project Budget
850,000
8,000,000
1,500,000
500,000
1,160,737
12,010,737
Total Project Budget
4,055,200
6,251,929
1,234,714
468,895
12,010,737
CDBG CONTRACT — EXHIBITS Page 5
Fort Worth Housing Solutions: Casa de los Suenos Deeply Affordable Housing Project
EXHIBIT "C"
Intentionally Omitted
CDBG CONTRACT — EXHIBITS Page 6
Fort Worth Housing Solutions: Casa de los Suenos Deeply Affordable Housing Project
EXHIBIT "D"
AUDIT REQUIREMENTS
FORT WORTH HOUSING SOLUTIONS
CITY OF FORT WORTH NEIGHBORHOOD SERVICES DEPARTMENT AUDIT
REQUIREMENTS
Organizations expending $750,000 or more in federal awards (from City of Fort Worth and other
funding sources) during their fiscal years shall obtain either an annual single audit or a program
specific audit. Organizations may have a program specific audit in accordance with OMB
Circular A-133, or other standard set forth in the Contract if applicable, if they expended funds
for only one federal program as listed in the Catalog of Federal Domestic Assistance
("CFDA"). If funds are spent for more than one federal program, a single audit is required.
The audited time period is the organization's fiscal year, and not the City of Fort Worth's
funding period.
The audit shall be conducted by a certified public accountant ("CPA") that is licensed at the time
of the audit by the appropriate regulatory body. The CPA shall meet all of the general
standards concerning qualifications, independence, due professional care and quality control
as required by Government Auditing, Standards, including the requirements for continuing
professional education and external peer reviews. Auditor selection must adhere to federal
procurement requirements.
A separate supplementary schedule of revenues, expenditures and changes in fund balance
for each City of Fort Worth contract is no longer required. The Schedule of Expenditures of
Federal Awards should list City of Fort Worth's contract numbers, the total expended for
each individual federal program, and the CFDA number (OMB A-133 § .310).
The independent auditor's report should include all of the relevant items listed on the "Audit
Report Checklist." Additional guidance on the conduct and reporting of these audits is contained
in the latest issuance of the following publications:
Government Auditing Standards issued by the Comptroller General of the United States, 2003
OMB Circular A-133 as revised 6/30/97 and amended June 2003
OMB Circular A-133 Compliance Supplement
AICPA's Statement of Position 98-3, "Audits of States, Local Governments, and Not -for -Profit
Organizations Receiving Federal Awards"
Various AICPA audit guides for nonprofits, colleges and universities and health and welfare
organizations
AICPA's Audit Risk Alert "State and Local Governmental Developments"
Government Auditing Standards by the Texas Department of Housing and Community Affairs, for
Properties Receiving Low Income Housing Tax Credits
All organizations that receive a City of Fort Worth award must submit the provided Audit
Certification Form which certifies whether you are subject to a single/program audit.
Organizations receiving federal awards from the City of Fort Worth who are not required to
CDBG CONTRACT — EXHIBITS Page 7
Fort Worth Housing Solutions: Casa de los Suenos Deeply Affordable Housing Project
have an audit shall certify in writing to the agency. The organization's Chief Executive
Officer or Chief Financial Officer shall make the certification within 60 days of the end of
the organization's fiscal year in the year that the project was completed.
The following items should be submitted to the City of Fort Worth Neighborhood Services
Department Compliance Division within the required timeframe:
Due 60 days after orizanizatiods fiscal vear end in the vear that the proiect was completed: (reauired for
all subrecivients).
Completed Audit Certification Form
Due within the earlier of 30 days after receipt of the auditor's report or nine months after the end of
the audit period.
Two copies of the entire audit report issued by the CPA
Two copies of any management letter issued by the CPA in conjunction with the audit report
Two copies of management's comments on all findings, recommendations, and
questioned costs contained in the audit report and management letter, including
a detailed corrective action plan
Failure to submit any of these items by the required due date may result in holds on current
draw requests, suspension of the organization's contract(s) and eligibility for future funding.
If the organization does not meet the requirements of having a single/program audit
conducted, records must still be kept available for review or audit by City staff (OMB A-133
Subpart B Sec 200(d).
If additional information is needed concerning the audit requirements, please call (817) 392-
7540 and ask for the Senior Contract Compliance Specialist.
CDBG CONTRACT — EXHIBITS Page 8
Fort Worth Housing Solutions: Casa de los Sueflos Deeply Affordable Housing Project
CITY OF FORT WORTH
NEIGHBORHOOD SERVICES DEPARTMENT
SINGLE AUDIT REPORT CHECKLIST
The Department developed this checklist to help organizations improve the quality and
completeness of audit reports.
❑ General Purpose or Basic Financial Statements of the Organization Opinion/Report on
Organization's Financial Statements in accordance with Government Auditing Standards
❑ Notes to the General Purpose or Basic Financial Statements of the Organization
❑ Opinion/Report on Schedule of Expenditures of Federal and State Awards
❑ All reports are signed and dated by the auditor
❑ Two copies of the audit reports are submitted
❑ Two copies of the management letter, if issued in conjunction with the audit report. Two
copies of comments by management concerning all findings and recommendations
included in management letter, including a corrective action plan.
CDBG CONTRACT — EXHIBITS Page 9
Fort Worth Housing Solutions: Casa de los Sueiios Deeply Affordable Housing Project
CITY OF FORT WORTH NEIGHBORHOOD SERVICES DEPARTMENT
Audit Certification Form
Subrecipient:
Fiscal Year Ending:
Month Day Year
❑ We have exceeded the federal expenditure threshold of $750,000. We will have our Single Audit or
Program Specific Audit completed and will submit the audit report within nine (9) months after the end of
the audited fiscal year.
❑ We did not exceed the $750,000 federal expenditure threshold required for a Single Audit or a
Program Specific Audit to be performed this fiscal year. (Fill out schedule below)
Must be filled out if Single Audit or Program Audit is not required:
Federal Expenditure Disclosure
Pass Through
Federal Grantor Grantor
Total Federal Expenditures for this Fiscal Year
Printed Name
Federal Funds
Program Name & Contract
CFDA Number Number
Title (Must be CFO, CEO or equivalent)
Authorized Signature (Must be CFO, CEO or equivalent) Phone Number
Date
Expenditures
Failure to submit this or a similar statement or failure to submit a completed single audit package as
described in the audit requirements by the required due date will result in suspension of funding and will
affect eligibility for future funding.
Submit this form to the City of Fort 1Vorth Neighborhood Services Department tvidtin 60 days afler the end of your fiscal year.
CDBG CONTRACT — EXHIBITS Page 10
Fort Worth Housing Solutions: Casa de los Sueiios Deeply Affordable Housing Project
EXHIBIT "E"
LOAN DOCUMENTS
FORT WORTH HOUSING SOLUTIONS
To be added at a later date
CDBG CONTRACT — EXHIBITS Page 11
Fort Worth Housing Solutions: Casa de los Suenos Deeply Affordable Housing Project
EXHIBIT "F"
Intentionally Omitted
EXHIBIT "G"
DOCUMENTATION OF CDBG REQUIREMENTS
FORT WORTH HOUSING SOLUTIONS
Capitalized terms not defined in this Exhibit shall have meanings assigned to them in the Contract.
NATIONAL OBJECTIVE:
All households brought on as tenants at Casa de los Suenos Deeply Affordable Housing Project
must qualify as homeless and therefore be presumed benefit households. To remain an eligible
CDBG project, Developer must ensure at least 51% of all households residing at Casa de los
Suenos are income -eligible.
In order to meet the National Objective, Developer will list all households residing at Casa de los
Suenos on the attached Project Compliance Report: Rental Housing. Households will be listed
the first time served each year of the Performance Period.
CDBG REQUIREMENTS:
During Term of Contract:
Developer will use the CDBG Funds as reimbursement for a portion of the acquisition costs to
enable it to convert the Express Inn at 8401 West Freeway, Fort Worth, TX 76116 in order to
create deeply affordable housing for homeless families.
During Term of Performance Period:
In consideration of the CDBG Funds provided through this Contract, Developer agrees to provide
the following information and meet the following requirements for households residing at Casa de
los Suenos:
• Once every year submit the attached Project Compliance Report listing all households
served.. The Project Compliance Report summarizes information regarding the
household's size, race, ethnicity, and income, and monthly rent for all households served
by Developer at Casa de los Suenos throughout each year. Each annual report will be due
every October 1" following project completion for five years.
• Meet the CDBG Requirements and National Objective as outlined in the Exhibit "G"
o Each household served will be listed on the Project Compliance Report: Rental
Housing. The form will be verified by Developer's staff.
o Developer's staff must ensure that all households are listed on the report.
• In order to ensure compliance with the CDBG Requirements, Developer's staff must be
provided with a copy of this Contract and a relevant CDBG training manual.
CDBG CONTRACT — EXHIBITS Page 12
Fort Worth Housing Solutions: Casa de los Suenos Deeply Affordable Housing Project
PROJECT C0IIPLIINCE REPORT: RENT AL HOQSM
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EXHIBIT "H"
Intentionally Omitted
CDBG CONTRACT — EXHIBITS Page 14
Fort Worth Housing Solutions: Casa de los Suenos Deeply Affordable Housing Project
EXHIBIT "I"
Intentionally Omitted
CDBG CONTRACT —EXHIBITS Page 15
Fort Worth Housing Solutions: Casa de los Sueiios Deeply Affordable Housing Project
EXHIBIT "I-1"
Intentionally Omitted
CDBG CONTRACT — EXHIBITS Page 16
Fort Worth Housing Solutions: Casa de los Sueiios Deeply Affordable Housing Project
EXHIBIT "J"
STANDARDS FOR COMPLETE DOCUMENTATION
FORT WORTH HOUSING SOLUTIONS
FORT WORTH„
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 (bank statement/cancelled check)
• Verification of Vacant Status (as applicable)
Pre -development and Soft
Invoice
Costs (Architect, Engineer,
- Invoice should include:
Landscape Design, Surveys,
date;
Appraisals, Environmental, Legal
company's letterhead;
Fees, Other Consultants, Etc.)
address for which service is provided;
description of service(s) and item(s);
amount for itemized services; and
total amount
• Proof of Payment lie. bank statement or cancelled check)
- Fully executed contract/service agreements/letter agreement and
applicable amendments
Provide printout from www.sam.gov verifying
contractor/subcontractor is 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.
Construction Costs (Contractors &
Invoice
Subcontractors)
- Invoice should include:
date;
company's letterhead;
address for which service is provided;
description of service(s) and item(s);
amount for itemized services; and
total amount
- Proof of Payment (i.e. bank statement or cancelled check)
• C'opy of applicable inspection report(s) conducted by HED Inspector
- Copy of executed agreements
- Provide printout from www.sam.govverifying
contractor/subcontractors are not listed on the debarred and
suspension list
Neighborhood Services
FINAL as of 4/26/2016
Page 1
CDBG CONTRACT — EXHIBITS Page 17
Fort Worth Housing Solutions: Casa de los Suenos Deeply Affordable Housing Project
FORT WORTH.
Standard of Documentation for Reimbursement of Development Costs
Construction Costs (Contractors & If only a portion is being paid with City funds, then show calculation of
Subcontractors) how costs are allocated.
(continued) For payment of final retainage for the prime contractor, lien waivers for
the prime and all subcontractors.
List of subcontractors
Materials Purchased Directly by - Invoice
Developer (if applicable) - Invoice should include:
date;
company's letterhead;
address where materials will be used;
description of service(s) and item(s);
cost by quantity; 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. income
docs for eligible homebuyer/tenants, sales contract between
developer/homebuyer, HAP Deed of Trust w/ required affordability period
language, etc.)
• Lease documents
• Final inspections of completed units
Neighborhood Services
FINAL as of 4/26/2016
Page 2
CDBG CONTRACT — EXHIBITS Page 18
Fort Worth Housing Solutions: Casa de los Sueiios Deeply Affordable Housing Project
EXHIBIT "K"
Intentionally Omitted
CDBG CONTRACT — EXHIBITS Page 19
Fort Worth Housing Solutions: Casa de los Suenos Deeply Affordable Housing Project
EXHIBIT "L"
Intentionally Omitted
CDBG CONTRACT — EXHIBITS Page 20
Fort Worth Housing Solutions: Casa de los Suenos Deeply Affordable Housing Project
EXHIBIT "M"
Intentionally Omitted
CDBG CONTRACT — EXHIBITS Page 21
Fort Worth Housing Solutions: Casa de los Suenos Deeply Affordable Housing Project
EXHIBIT "N"
Form of Income Self -Certification
City of Fort lVorth
CERTIFICATION OF INCOME STATEMENT
Applicant Name:
Cm -rent Address: Phone :
City and Zip:
Nq e of Child to Receive CDBG Assistance:
Household Members and Income
Gnchidime rbild benefician� And applicant)
Last Nance First Nance Age Mont1i1V Source of Income
Income $S
TOTAL IMNMER OF FA.NULY MEMBERS
Total Gross Annual Housebold Income:
, ndude Yosyself,Spouse, Children, e1c.)
CHMD BENEFICI, ORILATION= (Cbecl; one in each hera. This Iuiorreatien is Required for Fed=ral Repoiong Rapoies j
a El MALE, b Vic, ❑ BLACIti' 1FFIC:4\ ,4\�RI� �Id ❑ HL ,-F)AFR1CAN ANEKCAN &,11 fIITE
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❑ AA:£P. AN INDLAIUALASF:.AN NATIVE & I= ❑ ASIAN & VMTE
❑ N?,WE HAAGAIIANr07iER PACMI C ISWMER ❑ BALANCE -'OTHER
❑ AMERIC:AN 11MM41d+ALALSKANNATATE & 8LACK-AFRICA14 A\LEFSCAN
c. EIHId1,117 d. DISABLED e. IS HEAD OF HOUSEHOLD FE\LALE?
❑ HISPAVIC ❑ YES ❑YES
❑ NO`:-IUSP.LN"Ic ❑ NO ❑ NO
Certifications I certifi, that the information I am providing is hve and could be subject to verification at any time `br a
third patty. I also admow.edge that the prolvioa of fake infonmation could leave me subject to the pem-kies of Feder..],
State arid local lain.
Signature of Applicant Date
W.kRNING: TITLE 18, SECTION 1001 OF THE U.S. CODE STATES THAT APERSO\ IS GLILTY OFA FELONY FOR
FChORTNGLY AND {A'II.LINGLY XtUaNG FALSE OR FRAUDULENT STATEMENTS TO ANY DEPARTMENT OF THE UNTIED
STATES GONTRINNIENT.
--------------For use 15YAgetrev staff ordr----------------
Household Size: Gross Annual Income:
Applicable Income Limit: Is Applicant Eligible?
Cheek if Applicant refused to protzde demograpbic information or if in ormation is incorrect: e
Staff Assessment of Demographics:
Person Mal -big Determination:
Date:
AOFE: -address, inrortre° nrnorrnts and sotarres for.4LL hoiisehold riiertibers are rerlatred.
Recsei as ofOctober lit. I,I15
Version I For Use ly Ct'id .'are Agencies
CDBG CONTRACT —EXHIBITS Page 22
Fort Worth Housing Solutions: Casa de los Sueiios Deeply Affordable Housing Project
Ciudad de Fort Worth
CERTIFICAC16N DE DECLARACION DE INGRESOS
Nombre del Solir-itaante:
Direction de a ctualidad: Telefono:
Ciudad y Codige, Postal:
hombre de nitio para recibir asisteucia CDBG:
Nfiembros Del Hoear a heresos
[luchwendo el+la Solicitante }Nino Beneficiadc)
Apellido Nornbre Had Ingreso Clrigen de lugresos
\.Iensual
TOTAL NliMERO DE MENMROS DEL HOG -AR (Ind&pse Uved l
Total Anual de ingresos del hoear:
" INFORM A-,16N DEL NNO BENEFICUDO: ,Set -done uno en cada ardwlo. Esc inforrmcioo es regaer ds por e) Gab mo federal )
a. ❑ M-4,5''ULI140 b. ❑ BLA.NCO ❑ 1,TEGRO+AFRIC.4NO A�IERICA�O ❑ NEGRO.,AFRICANO A%IEB,SCANO & BL 1`:CO
❑ FENMNO ❑ INDIO ANIERIC:4ZOVATIVO DE ALAS.P:A ❑ ASIATICO
❑ INDIO:§bIERICA\O•'NATiVO DE ALASKA &- BL1\CO ❑ ASIATICO t BLA_';CO
❑ NAMO HAiI AUNOlOTRO DE LAS ISLAS PACIFICAS ❑ BA1. NMOTRO
❑ INDIO ANIERICAN O. NATICO DE AL4S•IL4 w- NEGRO A MC.4, 0 AMERICANO
c UMMAD d. INCAPACITADO e. ES LA C ABEZA DEL HOGAR Ail; IEM
❑ HISP.4N0 ❑ SI ❑ SI
❑ NOAUSPANO ❑ 1d0 ❑ NO
Certification, Y o certifico que la information que yo estoy proporcionando es verdadera .F puedo ser sujeto a
verification a cualgtuera Nora par tercera parte. Yo tarnbien reconozco que la protzsion de inform scion falsa
puede dejarm a sujeto a penalidades Federales, Estatales, -v a ley local -
Firma del. Solieitulte
Fecha
ADI;'ERTENCIA: TITtT O 18, SEC:CI6N 1001 DEL CODIGO DE LOS ESTADOS UNIDOS MICA QL-E LTA
PERSONA ES C'LTLFABI.E DE UN DELTIO FOR SABER Y VOLL-A'rARL-" EVVTE H.3C.ER DECL.ULkC.10�NES F4LSOS O
FRALTDLTLENTAS A CT'ALQUIER DEPART AXIENTO DE GOBIE.RTO DE LOS ESTaDOS UN71DOS,
-----------------Para a se lie evq)leados de la agencin-------------- --
4 De Miembros de FainiLia: Ingreso Anual:
Unite de Ingreso: �Es solicitante eleeible?
Compruebe si el solicitante se negb a du su infonmacibn personal o si la infonnacion es incorrecta: a
Ev.aluacion del empleado sobre information personal:
Persona haciendo ]a detemiinacion: Fecha:
%More: La dirmr in do la caza y los hig -e3a i1- sus m igeweu? para Was auemb-o. del Hagar scw r•egtreridos.
Ress,-3ai of October A, 202i
Version 2: For Use by Chia Cue Aundss
CDBG CONTRACT — EXHIBITS Page 23
Fort Worth Housing Solutions: Casa de los Suenos Deeply Affordable Housing Project
EXHIBIT "O"
Intentionally Omitted
Signature: Signature:
Dyan Ander n(Jul 12,202314:39 CDT) Chad Lagoque(Jul 12,202314:42 CDT)
Email: DYAN.ANDERSON@fortworthtexas.gov Email: chad.laroque@fortworthtexas.gov
CDBG CONTRACT — EXHIBITS Page 24
Fort Worth Housing Solutions: Casa de los Sueiios Deeply Affordable Housing Project
FORT WORTH
Routing and Transmittal Slip
Neighborhood Services
Department
DOCUMENT TITLE: Casa de los Suenos - Contract
M&C 22-0685 CPN CSO # DOC#
DATE:
TO: INITIALS DATE OUT
1. Virginia Villalobos viinia vi//alobos Jul 13, 2023
VirI Villalobos(Jut 13, 202311:06 CDT)
2. Allison Tidwell Ssv�N0.1WY� Jul 14, 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 ❑ No
RUSH: XYes ❑ No SAME DAY: X Yes ❑ No NEXT DAY: ❑Yes ❑ No
ROUTING TO CSO: X Yes ❑ No
Action Required:
❑ As Requested
❑ For Your Information
x Signature/Routing and or Recording
❑ Comment
❑ File
❑ Attach Signature, Initial and Notary Tabs
X Attach Signature
Return to: Please call Virqinia Villalobos at ext. 7744 for pick up when completed. Thank you.
FORTWORTH
Routing and Transmittal Slip
Neighborhood Services
DATE: July 12, 2023
TO: Victor T. Turner, Director
THROUGH: Chad LaRoque, Housing Development and Grants Manager
FROM: Dyan Anderson, Neighborhood Development Coordinator DA
SUBJECT: $1,500,000.00 CDBG Contract for the Fort Worth Housing Solutions Casa de los
Suenos Deeply Affordable Housing Project
In May 2023, the City of Fort Worth submitted a request to the U.S. Department of Housing and
Urban Development (HUD) for the release of $1,500,000.00 in Community Development Block
Grant (CDBG) funds under Housing and Urban Development Act of 1974, as amended, for the
purchase and development of Casa de los Suenos, a proposed affordable housing development in
west Fort Worth, located at 8401 West Freeway.
In 2022, Fort Worth Housing Solutions (FWHS) and Ojala Holdings (Ojala) jointly applied to
Tarrant County's Request for Proposals (RFP) solicitation for funding to support affordable
housing. The application included numerous letters of support from the community and partners
who will have an active role in stabilizing families. Those partners include FWISD, JPS, MHMR,
LVT Rise, Cook Children's, and Moritz Kia. The project will convert the Express Inn at 8401
West Freeway to 55 units of permanent supportive housing— Casa de los Suenos. Ojala will assist
with the conversion as fee developer and asset manager
The following contract details the agreement between developer, Fort Worth Housing Solutions,
and the City for the HUD -funded CDBG portion of the deeply affordable housing project, Casa de
los Suenos.
Total HUD Funded Amount: $1,500,000.00 (CDBG)
Estimated Total Project Cost (HUD and non -HUD funds) [24 CFR 58.32(d)]: $12,010,737.00