HomeMy WebLinkAboutContract 59983GSG REC'D
AUG 25123 AmS-.55
Received Date:
Received Time:
Developer and Project Information Cover Sheet:
Developer Company Name: Tobias Place, LP
................. _............ _..... _...... ...................... ........................................................ ........... ........................................................................................................................... _........................ . _.............
i
Address, State, Zip Code: 2501 N. Harwood St., Suite 2400, Dallas, TX 75201
Phone & Email:
214-865-6901 cdl(a,oialaholdinp-s.com
Authorized Signatory, Title: Victor T. Turner, Assistant General Manager of Manger of GP
Project Name:
Brief Description:
Project Location:
Plat Case Number:
Mapsco:
=—Umber:
Tobias Place
Water
...................... ............ ............. _.................................................. ..... _._............ _.......... _._.... .................................................................. _.
505 W. Biddison St.
Not Provided Plat Name: South Fort Worth
3
91A & 91E j Council District: 9
CFA22-0040 City Project Number: CPN 103820 / IPRC22-0047
SCA111�1-
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City of Fort Worth, Texas
Standard Community Facilities Agreement with City Participation
Rev. 9/21
OFFICIAL RECORD
CITY SECRITARY
K WORTH, TX
Page 1 of 29
City Contract Number: "SIG
STANDARD COMMUNITY FACILITIES AGREEMENT
WITH CITY PARTICIPATION
This COMMUNITY FACILITIES AGREEMENT ("Agreement") is made and entered into by
and between the City of Fort Worth ("City"), a home -rule municipal corporation of the State of Texas,
acting by and through its duly authorized Assistant City Manager, and Tobias Place, LP, a Texas limited
partnership ("Developer"), acting by and through its duly authorized representative. City and Developer are
referred to herein individually as a "party" and collectively as the "parties."
WHEREAS, Developer is constructing private improvements or subdividing land within the
corporate limits of Fort Worth, Texas or its extraterritorial jurisdiction, for a project known as Tobias Place
("Project"); and
WHEREAS, the City desires to ensure that all developments are adequately served by public
infrastructure and that the public infrastructure is constructed according to City standards; and
WHEREAS, as a condition of approval of the Project, Developer is required to bear a portion of
the costs of municipal infrastructure by constructing the public infrastructure necessary for the Project as
described in this Agreement ("Community Facilities" or "Improvements"); and
WHEREAS, as a condition of approval of the Project, Developer is required to meet the additional
obligations contained in this Agreement, and Developer may be required to make dedications of land, pay
fees or construction costs, or meet other obligations that are not a part of this Agreement; and
WHEREAS, the Board of Directors of the Fort Worth Housing Finance Corporation ("HFC") has
approved an agreement with Developer to develop the Tobias Place Apartments, an approximately 288 unit
multifamily housing development which will include units affordable to households at or below 60% of
area median income or lower with at least 15% restricted to at or below 30% area median income; and
WHEREAS, the HFC will enter into a construction contract with developer for the HFC to act as
the general contractor for the Project; and
WHEREAS, the Developer and HFC will enter into an agreement with a master subcontractor
which will assume all of HFC's obligations under the construction contract; and
WHEREAS, Developer has applied to the HFC for a forgivable, subordinate loan in an amount up
to $1,750,000.00 in gap financing for the Project; and
WHEREAS, the City Council, through the approval of M&C 23-0591 on June 27, 2023 has
authorized execution of a subordinate loan in the amount of $8,000,000.00 using American Rescue Plan
Act funds for construction costs associated with stormwater drainage and other infrastructure in support of
development of the Project ("City Participation"); and
City of Fort Worth, Texas OFFICIAL RECORD Page 2 of 20
Standard Community Facilities Agreement with City Participation
Rev. 9/21 CITY SECRETARY
FT. WORTH, TX
WHEREAS, Tarrant County, Texas has agreed to provide $2,000,000.00 of American Rescue Plan
Act State and Local Fiscal Recovery Funds to the Project through a subrecipient agreement between Tarrant
County and Developer with the HFC identified as an affiliate to which the funds may be made available;
and
WHEREAS, the Developer and the City desire to enter into this Agreement in connection with
the collective Improvements for the Project;
NOW, THEREFORE, for and in consideration of the covenants and conditions contained herein,
the City and the Developer do hereby agree as follows:
1.
CFA Ordinance
The Community Facilities Agreements Ordinance ("CFA Ordinance"), as amended, is incorporated
into this Agreement by reference, as if it was fully set out herein. Developer agrees to comply with all
provisions of the CFA Ordinance in the performance of Developer's duties and obligations pursuant to this
Agreement and to cause all contractors hired by Developer to comply with the CFA Ordinance in
connection with the work performed by the contractors. If a conflict exists between the terms and conditions
of this Agreement and the CFA Ordinance, the CFA Ordinance shall control.
2.
Incorporation of Engineering Plans
The engineering plans for the Improvements that have been approved by the City ("Engineering
Plans") are incorporated into this Agreement by reference as if fully set out herein. Developer shall provide
at its expense, unless otherwise agreed to by City, all engineering drawings and documents necessary to
construct the Improvements required by this Agreement.
3.
Description of Improvements; Exhibits and Attachments
The following exhibits describe the general location, nature and extent of the Improvements that
are the subject of this Agreement and are attached hereto and incorporated herein by reference:
®
Exhibit A: Water
❑
Exhibit A-1: Sewer
❑
Exhibit B: Paving
❑
Exhibit B-1: Storm Drain
❑
Exhibit C: Street Lights & Signs
The Location Map and Cost Estimates are also attached hereto and incorporated herein by
reference. To the extent that Exhibits A, A-1, B, B-1, C, the Location Map, or the Cost Estimates
conflict with the Engineering Plans, the Engineering Plans shall control. If applicable, Attachment 1 —
Changes to Standard Community Facilities Agreement, Attachment 2 — Phased CFA Provisions, and
Attachment 3 — Concurrent CFA Provisions, are attached hereto and incorporated herein for all
purposes.
City of Fort Worth, Texas Page 3 of 20
Standard Community Facilities Agreement with City Participation
Rev. 9/21
4.
Construction of Improvements
Developer agrees to cause the construction of the Improvements contemplated by this Agreement
and that said construction shall be completed in a good and workmanlike manner and in accordance with
all City standards and specifications, the Engineering Plans, the Cost Estimates provided for the
Improvements, and this Agreement. Developer acknowledges that City will not accept the Improvements
until the City receives affidavits and lien releases signed by Developer's contractors verifying that the
contractors, and all subcontractors and material suppliers, have been paid in full for constructing the
Improvements, and consent of the surety on payment and performance bonds provided for the
Improvements.
5.
Financial Guarantee
Developer has provided the City with a financial guarantee in the form and amounts set forth in
this Agreement which guarantees the construction of the Improvements and payment by Developer of
all contractors, subcontractors, and material suppliers for the Improvements ("Financial Guarantee").
Developer shall keep the Financial Guarantee in full force and effect until released by the City and shall
not reduce the amount of the Financial Guarantee unless authorized by the City in accordance with the
CFA Ordinance.
6.
Completion Deadline; Extension Periods
This Agreement shall be effective on the date this Agreement is executed by the City's Assistant
City Manager ("Effective Date"). Developer shall complete construction of the Improvements and
obtain the City's acceptance of the Improvements within two years of the Effective Date ("Term"). If
construction of the Improvements has started during the Term, the Developer may request that this
Agreement be extended for an additional period of time ("Extension Period"). All Extension Periods shall
be agreed to in writing by the City and the Developer as set forth in a written amendment to this Agreement.
In no event shall the Term of this Agreement plus any Extension Periods be for more than three years.
7.
Failure to Construct the Improvements
(a) The City may utilize the Developer's Financial Guarantee to cause the completion of the
construction of the Improvements if at the end of the Term, and any Extension Periods, the
Improvements have not been completed and accepted by the City.
(b) The City may utilize the Developer's Financial Guarantee to cause the completion of the
construction of the Improvements or to cause the payment of costs for construction of the
Improvements before the expiration of the Term, and any Extension Period, if the Developer
breaches this Agreement, becomes insolvent, or fails to pay costs of construction.
(c) If the Financial Guarantee is a Completion Agreement and the Developer's contractors or suppliers
are not paid for construction costs or materials supplied for the Improvements the contractors and
suppliers may place a lien upon any property which the City does not have an ownership interest
that is the subject of the Completion Agreement.
City of Fort Worth, Texas Page 4 of 20
Standard Community Facilities Agreement with City Participation
Rev. 9/21
(d) Nothing contained herein is intended to limit the Developer's obligations under the CFA
Ordinance, this Agreement, the Financial Guarantee, Developer's agreements with Developer's
contractors, or other related agreements.
8.
Termination
If Developer desires to terminate this Agreement before Developer's contractors begin
constructing the Improvements, Developer agrees to the following:
(a) that Developer and City must execute a termination of this Agreement in writing;
(b) that Developer will vacate any final plats that have been filed with the county where the Project
is located; and
(c) to pay to the City all costs incurred by the City in connection with this Agreement, including
time spent by the City's inspectors at preconstruction meetings.
9.
Award of Construction Contracts
(a) Developer will award all contracts for the construction of the Improvements and cause the
Improvements to be constructed in accordance with the CFA Ordinance.
(b) Developer will employ construction contractors who meet the requirements of the City to construct
the Improvements including, but not limited, to being prequalified, insured, licensed and bonded to
construct the Improvements in the City.
(c) Developer will require Developer's contractors to provide the City with payment and performance
bonds naming the City and the Developer as dual obligees, in the amount of one hundred percent
(100%) of the cost of the Improvements as required by the CFA Ordinance. The payment and
performance bonds shall guarantee construction of the Improvements and payment of all
subcontractors and material suppliers. Developer agrees to require Developer's contractors to
provide the City with a maintenance bond naming the City as an obligee, in the amount of one
hundred percent (100%) of the cost of the Improvements, that guarantees correction of defects in
materials and workmanship for the Improvements by the contractor and surety for a period of two
(2) years after completion and final acceptance of the Improvements by the City. All bonds must
be provided to the City before construction begins and must meet the requirements of the City's
Standard Conditions, Chapter 2253 of the Texas Government Code, and the Texas Insurance Code.
(d) Developer will require Developer's contractors to provide the City with insurance equal to or in
excess of the amounts required by the City's standard specifications and contract documents for
developer -awarded infrastructure construction contracts. The City must be named as an additional
insured on all insurance policies. The Developer must provide the City with a Certificate of
Insurance (ACORD or form approved by the State of Texas), supplied by each contractor's
insurance provider, which shall be made a part of the Project Manual.
(e) Developer will require the Developer's contractors to give forty-eight (48) hours' advance notice
of their intent to commence construction of the Improvements to the City's Construction Services
Division so that City inspection personnel will be available. Developer will require Developer's
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Standard Community Facilities Agreement with City Participation
Rev. 9/21
contractors to allow construction of the Improvements to be subject to inspection at any and all
times by the City's inspectors. Developer will require Developer's contractors to not install or
relocate any sanitary sewer, storm drain, or water pipe unless a City inspector is present and gives
consent to proceed, and to allow such laboratory tests as may be required by the City.
(f) Developer will not allow Developer's contractors to begin construction of the Improvements until
a notice to proceed to construction is issued by the City.
(g) Developer will not allow Developer's contractors to connect buildings to service lines of sewer and
water mains constructed pursuant to this Agreement, if any, until said sewer, water mains and
service lines have been completed to the satisfaction of the City.
(h) Developer shall ensure the contractors are paid the City's wage rates in effect during construction
of the Improvements.
10.
Utilities
Developer shall cause the installation or adjustment of utilities required to: (1) serve the Project;
and (2) to construct the Improvements required herein. City shall not be responsible for payment of any
costs that may be incurred by Developer in the relocation of any utilities that are or may be in conflict with
any of the Improvements to be constructed pursuant to this Agreement.
11.
Easements and Rights -of -Way
Developer agrees to provide, at its expense, all necessary rights -of -way and easements required for
the construction and dedication to the City of the Improvements provided for by this Agreement.
12.
Liability and Indemnification
(a) DEVELOPER HEREBY RELEASES AND AGREES TO INDEMNIFY, DEFEND AND
HOLD THE CITY HARMLESS FOR ANY INADEQUACIES IN THE PRELIMINARY
PLANS, SPECIFICATIONS, ENGINEERING PLANS, AND COST ESTIMATES
SUPPLIED BY THE DEVELOPER FOR THIS AGREEMENT.
(b) THE DEVELOPER COVENANTS AND AGREES TO, AND BY THESE PRESENTS DOES
HEREBY FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS
OFFICERS, AGENTS AND EMPLOYEES FROM ALL SUITS, ACTIONS OR CLAIMS OF
ANYCHARACTER, WHETHER REAL ORASSERTED, BROUGHT FOR OR ONACCOUNT
OFANYINJURIES OR DAMAGES SUSTAINED BYANYPERSONS, INCL VDING DEA TH,
OR TO ANY PROPERTY, RESULTING FROM OR IN CONNECTION WITH THE
CONSTRUCTION, DESIGN, PERFORMANCE OR COMPLETION OF ANY WORK TO BE
PERFORMED BY SAID DEVELOPER, ITS CONTRACTORS, SUBCONTRACTORS,
OFFICERS, AGENTS OR EMPLOYEES, OR IN CONSEQUENCE OF ANY FAIL URE TO
PROPERLY SAFEGUARD THE WORK, OR ONACCOUNT OFANYACT, INTENTIONAL
OR OTHERWISE, NEGLECT OR MISCONDUCT OF SAID DEVELOPER, ITS
CONTRACTORS, SUB -CONTRACTORS, OFFICERS, AGENTS OR EMPLOYEES,
WHETHER OR NOT SUCHINJURIES, DEATH OR DAMAGESARE CAUSED, IN WHOLE
City of Fort Worth, Texas Page 6 of 20
Standard Community Facilities Agreement with City Participation
Rev. 9/21
OR IN PART, BY THE ALLEGED NEGLIGENCE OF THE CITY OF FORT WORTH, ITS
OFFICERS, SERVANTS, OR EMPLOYEES.
(c) DEVELOPER WILL REQUIRE ITS CONTRACTORS TO INDEMNIFY, DEFEND AND
HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS AND EMPLOYEES FROM
AND AGAINST ANY AND ALL CLAIMS, SUITS OR CAUSES OF ACTION OF ANY
NATURE WHATSOEVER, WHETHER REAL OR ASSERTED, BROUGHT FOR OR ON
ACCOUNT OF ANY INJURIES OR DAMAGES TO PERSONS OR PROPERTY,
INCLUDING DEATH, RESULTING FROM, OR INANY WAY CONNECTED WITH, THE
CONSTRUCTION OF THE IMPROVEMENTS CONTEMPLATED HEREIN, WHETHER
OR NOT SUCH INJURIES, DEATH OR DAMAGES ARE CAUSED, IN WHOLE OR IN
PART, BY THE ALLEGED NEGLIGENCE OF THE CITY OF FORT WORTH, ITS
OFFICERS, SERVANTS, OR EMPLOYEES. FURTHER, DEVELOPER WILL REQUIRE
ITS CONTRACTORS TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE CITY
FOR ANY LOSSES, DAMAGES, COSTS OR EXPENSES SUFFERED BY THE CITY OR
CAUSED AS A RESULT OF SAID CONTRACTORS' FAILURE TO COMPLETE THE
WORK AND CONSTRUCT THE IMPROVEMENTS IN A GOOD AND WORKMANLIKE
MANNER, FREE FROM DEFECTS, IN CONFORMANCE WITH THE CFA ORDINANCE,
AND INACCORDANCE WITH ALL PLANS AND SPECIFICATIONS.
13.
Right to Enforce Contracts
Upon completion of all work associated with the construction of the Improvements, Developer will
assign to the City a non-exclusive right to enforce the contracts entered into by Developer with its
contractors, along with an assignment of all warranties given by the contractors, whether express or implied.
Further, Developer agrees that all contracts with any contractor shall include provisions granting to the City
the right to enforce such contracts as an express intended third party beneficiary of such contracts.
14.
Estimated Fees Paid by Developer; Reconciliation
Upon execution of this Agreement, Developer will pay to the City the estimated cost of
administrative material testing service fees, construction inspection service fees, and water testing lab fees
in the amounts set forth in the Cost Summary section of this Agreement. The City will hold the issuance
of a notice to proceed to construction until the estimated fees are paid. Upon completion of the construction
of the Improvements, the City will reconcile the actual cost of administrative material testing service fees,
construction inspection service fees, and water testing lab fees with the estimated fees paid by Developer.
If the actual costs of the fees are more than the estimated payments made by the Developer, the Developer
must pay the difference to the City before the Improvements will be accepted by the City. If the actual
costs of the fees are less than the estimated payments made by the Developer, the City will refund the
difference to the Developer. If the difference between the actual costs and the estimated payments made by
the Developer is less than fifty dollars ($50.00), the City will not issue a refund and the Developer will not
be responsible for paying the difference. The financial guarantee will not be released by the City or returned
to the Developer until reconciliation has been completed by the City and any fees owed to the City have
been paid by the Developer.
15.
Material Testing
City of Fort Worth, Texas Page 7 of 20
Standard Community Facilities Agreement with City Participation
Rev. 9/21
The City maintains a list of pre -approved material testing laboratories. The Developer must
contract with material testing laboratories on the City's list. Material testing laboratories will provide copies
of all test results directly to the City and the Developer. If the Improvements being constructed fail a test,
the Developer must correct or replace the Improvements until the Improvements pass all retests. The
Developer must pay the material testing laboratories directly for all material testing and retesting. The City
will obtain proof from the material testing laboratories that the material testing laboratories have been
paid in full by the Developer before the City will accept the Improvements.
16.
Notices
All notices required or permitted under this Agreement may be given to a party by hand -
delivery or by mail, addressed to such party at the address stated below. Any notice so given shall be
deemed to have been received when deposited in the United States mail so addressed with postage
prepaid:
CITY:
Development Coordination Office
City of Fort Worth
200 Texas Street
Fort Worth, Texas 76102
With conies to:
City Attorney's Office
City of Fort Worth
200 Texas Street
Fort Worth, Texas 76102
and
City Manager's Office
City of Fort Worth
200 Texas Street
Fort Worth, Texas 76102
DEVELOPER:
Tobias Place, LP
2501 N Harwood, Suite 2400
Dallas, TX, 75201
With Conies to the Investor:
RAH Investor 361 LLC
c/o Regions Affordable Housing
I I I Great Neck Road, Suite 500
Great Neck, New York 11021
and
Kutak Rock LLP
Attn: Jill Goldstein
1650 Farnam Street
Omaha, Nebraska 68102
Or to such other address one party may hereafter designate by notice in writing addressed and
mailed or delivered to the other party hereto.
17.
Right to Audit
Developer agrees that, until the expiration of three (3) years after acceptance by the City of the
Improvements constructed pursuant to this Agreement, that the City shall have access to and the right to
examine any directly pertinent books, documents, papers and records of the Developer involving
transactions relating to this Agreement. Developer agrees that the City shall have access during normal
working hours to all necessary Developer facilities and shall be provided adequate and appropriate
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Rev. 9/21
workspace in order to conduct audits in compliance with the provisions of this section. The City shall give
Developer reasonable advance notice of intended audits.
Developer further agrees to include in all contracts with Developer's contractors for the
Improvements a provision to the effect that the contractor agrees that the City shall, until the expiration of
three (3) years after final payment under the contract, have access to and the right to examine any directly
pertinent books, documents, papers and records of such contractor, involving transactions to the contract,
and further, that City shall have access during normal working hours to all of the contractor's facilities, and
shall be provided adequate and appropriate work space in order to conduct audits in compliance with the
provisions of this section. City shall give Developer's contractors reasonable advance notice of intended
audits.
18.
Independent Contractor
It is expressly understood and agreed that Developer and its employees, representative, agents,
servants, officers, contractors, subcontractors, and volunteers shall operate as independent contractors as to
all rights and privileges and work performed under this Agreement, and not as agents, representatives or
employees of the City. Subject to and in accordance with the conditions and provisions of this Agreement,
Developer shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its employees, representatives, agents, servants, officers,
contractors, subcontractors, and volunteers. Developer acknowledges that the doctrine of respondeat
superior shall not apply as between the City and its officers, representatives, agents, servants and
employees, and Developer and its employees, representatives, agents, servants, officers, contractors,
subcontractors, and volunteers. Developer further agrees that nothing herein shall be construed as the
creation of a partnership or joint enterprise between City and Developer. It is further understood that the
City shall in no way be considered a co -employer or a joint employer of Developer or any employees,
representatives, agents, servants, officers, contractors, subcontractors, and volunteers of Developer.
Neither Developer, nor any officers, agents, servants, employees or subcontractors of Developer shall be
entitled to any employment benefits from the City. Developer shall be responsible and liable for any and
all payment and reporting of taxes on behalf of itself, and any of employees, representatives, agents,
servants, officers, contractors, subcontractors, and volunteers.
The City, through its authorized representatives and employees, shall have the sole and exclusive
right to exercise jurisdiction and control over City employees.
19.
Applicable Law; Venue
This Agreement shall be construed under and in accordance with Texas law. Venue shall be in
the state courts located in Tarrant County, Texas or the United States District Court for the Northern
District of Texas, Fort Worth Division.
20.
Non -Waiver
The failure of the City to insist upon the performance of any term or provision of this Agreement
or to exercise any right herein conferred shall not be construed as a waiver or relinquishment to any extent
of City's right to assert or rely on any such term or right on any future occasion.
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21.
Governmental Powers and Immunities.
It is understood that by execution of this Agreement, the City does not waive or surrender
any of its governmental powers or immunities.
22.
Headings
The paragraph headings contained herein are for the convenience in reference and are not intended
to define or limit the scope of any provision of this Agreement.
23.
Severability
In the event that any clause or provision of this Agreement shall be held to be invalid by any
court of competent jurisdiction, the invalidity of such clause or provision shall not affect any of the
remaining provisions hereof.
24.
Review of Counsel
City and Developer, and if they so choose, their attorneys, have had the opportunity to review
and comment on this document; therefore any rule of contract construction or interpretation that would
normally call for the document to be interpreted as against the drafting party shall not apply in
interpretation of this Agreement, and each section, portion, and provision of this Agreement shall be
construed solely on the basis of the language contained therein, regardless of who authored such
language.
25.
Prohibition on Boycotting Israel
Developer acknowledges that in accordance with Chapter 2271 of the Texas Government Code,
the City is prohibited from entering into a contract with a company with 10 or more full-time employees
that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City 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" have the meanings ascribed to those terms by Chapter 2271 of the Texas Government Code.
To the extent that Chapter 2271 of the Government Code is applicable to this Agreement, by signing this
Agreement, Developer certifies that Developer'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 this Agreement.
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
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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" and "company"
have the meanings 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 Agreement, by signing this Agreement, Developer certifies that Developer's signature
provides written verification to the City that Developer: (1) does not boycott energy companies; and (2)
will not boycott energy companies during the term of this Agreement.
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 Agreement, by signing this
Agreement, 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 Agreement.
28.
Immigration and Nationality Act
Developer shall verify the identity and employment eligibility of its employees who perform work
under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon
request by City, Developer shall provide City with copies of all I-9 forms and supporting eligibility
documentation for each employee who performs work under this Agreement. 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
SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY DEVELOPER,
DEVELOPER'SEMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written
notice to Developer, shall have the right to immediately terminate this Agreement for violations of this
provision by Developer.
29.
Amendment
No amendment, modification, or alteration of the terms of this Agreement shall be binding unless
the same is in writing, dated subsequent to the date hereof, and duly executed by the City and Developer.
30.
Assignment and Successors
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Developer shall not assign or subcontract all or any part of its rights, privileges, or duties under this
Agreement without the prior written consent of City. Any attempted assignment or subcontract without the
City's prior written approval shall be void and constitute a breach of this Agreement.
31.
No Third -Party Beneficiaries
Except as set forth in Section 38 below, the provisions and conditions of this Agreement are solely
for the benefit of the City and Developer, and any lawful assign or successor of Developer, and are not
intended to create any rights, contractual or otherwise, to any other person or entity.
32.
Compliance with Laws, Ordinances, Rules and Regulations
Developer, its officers, agents, servants, employees, and contractors, shall abide by and comply
with all laws, federal, state and local, including all ordinances, rules and regulations of City. It is agreed
and understood that, if City calls to the attention of Developer any such violation on the part of Developer
or any of its officers, agents, servants, employees, or subcontractors, then Developer shall immediately
desist from and correct such violation.
33.
Signature Authority
The person signing this Agreement on behalf of Developer warrants that he or she has the legal
authority to execute this Agreement on behalf of the Developer, and that such binding authority has been
granted by proper order, resolution, ordinance or other authorization of the entity. The City is fully entitled
to rely on this warranty and representation in entering into this Agreement.
34.
Counterparts
This Agreement may be executed in multiple counterparts, each of which will be deemed an
original, but which together will constitute one instrument.
35.
Entire Agreement
This written instrument, together with any attachments, exhibits, and appendices, constitutes the
entire understanding between the City and Developer concerning the work to be performed hereunder, and
any prior or contemporaneous, oral or written agreement that purports to vary from the terms hereof shall
be void.
36.
City Participation; Fiscal Funding Limitation
(a) The City shall reimburse Developer for the City Participation pursuant to the terms set forth in loan
documents agreed to and executed by the City and Developer
(b) in the event no funds or insufficient funds are appropriated and budgeted or are otherwise
unavailable by any means whatsoever in any fiscal period for payments due under this Agreement,
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then the City will immediately notify Developer of such occurrence and this Agreement shall be
terminated on the last day of the fiscal period for which appropriations were received without
penalty or expense to the City of any kind whatsoever, except to the portions of annual payments
herein agreed upon for which funds shall have been appropriated.
37.
Special Provisions
(a) Developer shall observe and comply with all applicable local, state, and federal laws, rules,
regulations, ordinances, and requirements, including, without limitation, workers' compensation
laws, minimum and maximum salary and wage statues and regulations, non-discrimination laws
and regulations, and those set forth in 31 CFR Part 35. Developer shall be responsible for ensuring
its compliance with any laws and regulations applicable to its business, including maintaining any
necessary licenses and permits.
(b) Davis -Bacon prevailing wage requirements shall apply to the Project. Developer shall comply with
the Davis -Bacon prevailing wage requirement and certify that they comply during quarterly
reporting. Additionally, pursuant to 2 CFR 200.322, Developer should provide a preference for the
purchase, acquisition, or use of goods, products or materials produced in the United States,
including but not limited to, iron, aluminum, steel, cement, and other manufactured products.
(c) In compliance with Section 2252.152 of the Texas Government Code, Developer warrants and
represents that: neither Developer, nor any of its Affiliates, engages in scrutinized business
operations in Sudan, Iran, or with designated foreign terrorist organizations. "Scrutinized business
operations in Sudan" is defined in Section 2270.0052 of the Texas Government Code. "Scrutinized
business operations in Iran" is defined in Section 2270.0102 of the Texas Government Code.
"Scrutinized business operations with designated foreign terrorist organizations" is defined in
Section 2270.0152 of the Texas Government Code. Developer further represents and warrants that
neither Developer, nor any of its affiliates, appears on any of the Texas Comptroller's Scrutinized
Companies Lists.
38.
Investor Notice and Cure Rights
Notwithstanding anything in this Agreement to the contrary, the City shall deliver to Developer's
investor limited partner, RAH Investor 361 LLC, (the "Investor") written notice of any default or alleged
default by Developer under this Agreement at the Investor's address set forth in Section 16 above. The
Investor shall have the right, but not the obligation, to cure any default by the Developer under this
Agreement for a period of thirty (30) days after Investor's receipt of written notice thereof from the City
for any monetary default and for a period of sixty (60) days after Investor's receipt of written notice thereof
from the City for any non -monetary default; provided, however, that in the event a non -monetary default is
not susceptible to being cured within such sixty (60) day period the City will allow the Investor such
additional period as necessary to cure such default provided the Investor has commenced to cure such
default within the sixty (60) day period and the Investor is diligently and continuously proceeding to cure
such default (the "Investor Cure Period"). If the Investor makes any such payment or otherwise offers cure
of a default, City will accept or reject such action as curing such default on the same basis as if such payment
or cure were made directly by Developer. The City shall not exercise any remedy against the Developer
on account of any alleged default by the Developer under this Agreement until after the expiration of the
Investor Cure Period.
City of Fort Worth, Texas Page 13 of 20
Standard Community Facilities Agreement with City Participation
Rev. 9/21
39.
Cost Summary Sheet
Project Name: Tobias Place — Water and Sewer
CFA No.: CFA 22-0040
Items
A Water and Sewer Construction
1. Water Construction
2. Sewer Construction
Water and Sewer Construction Total
B. TPW Construction
1. Street
2. Storm Drain
3. Street Lights Installed by Developer
4. Signals
TPW Construction Cost Total
IPRC No.: 22-0047 City Project No.: 103820
Total Construction Cost (excluding the fees):
Estimated Construction Fees:
C. Construction Inspection Service Fee
D. Administrative Material Testing Service Fee
E. Water Testing Lab Fee
Total Estimated Construction Fees:
Financial Guarantee Options, choose one
DARPA Funds held by City and Tarrant County = 100%
City of Fort Worth, Texas
Standard Community Facilities Agreement with City Participation
Rev. 9/21
Developers Cost
$ 170,A90,00
$ 170,490.00
$ -
$ 170,490.00
$11,000.00
$294,00
$244.00
$ 11,534.00
Choice
Amount (Mark one
$ 170,490.00 h
Page 14 of 20
IN WITNESS WHEREOF, the City and Developer have each executed this Agreement by their
duly authorized signatories to be effective on the date executed by all parties.
CITY OF FORT WORTH
VIA)
Dana Burghdo
Assistant City tanager
Date: UZq
Recommended by:
B'chson T. Nguyen
ontract Compliance Specialist
Development Services Department
Approved as to Form & Legality:
C' Z(�
Richard A. McCracken
Sr. Assistant City Attorney
M&C No. 23-0591 (6/27/23)
Form 1295: 2023-1029478
ATTEST:
POP- k GC'ui,�r.� �- c." -Cv-&
Jannette S. Goodall
City Secretary
4
�4 0°°Rp
J000 00 n0`
°Caoj0o
o>x� °° o
°°00000000
a�t#X-0
El
City of Fort Worth, Texas
Standard Community Facilities Agreement with City Participation
Rev. 9/21
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.
4 / k4v"'�—
Rebecca Owen
Development Manager
OFFICIAL RECORD Page 15 of 20
CITY SECRETARY
FT. WORTH, TX
DEVELOPER
Tobias Place, LP,
a Texas limited partnership
By: Tobias Place GP, LLC,
a Texas limited liability company,
its general partner
By: Fort Worth Housing Finance Corporation
a Texas public nonprofit housing finance corporation,
its manager
Victor T. Turner
Assistant General Manager
Date: 4 61M 7!�
L
City of Fort Worth, Texas Page 16 of 20
Standard Community Facilities Agreement with City Participation
Rev. 9/21
The following attachments are incorporated into this Agreement. To the extent a
conflict exists between the main body of this Agreement and the following attachments, the
language in the main body of this Agreement shall be controlling.
Included
Attachment
®
Attachment 1 - Changes to Standard Community Facilities Agreement
®
Attachment 2 — Phased CFA Provisions
❑
Attachment 3 — Concurrent CFA Provisions
®
Location Map
®
Exhibit A: Water Improvements
❑
Exhibit A-1: Sewer Improvements
❑
Exhibit B: Paving Improvements
❑
Exhibit B-1: Storm Drain Improvements
❑
Exhibit C: Street Lights and Signs Improvements
®
Cost Estimates
(Remainder of Page Intentionally Left Blank)
City of Fort Worth, Texas Page 17 of 20
Standard Community Facilities Agreement with City Participation
Rev. 9/21
ATTACHMENT "1"
Changes to Standard Community Facilities Agreement
City Project No. 103820
Negotiated changes are contained in the body of the Agreement.
City of Fort Worth, Texas Page 18 of 20
Standard Community Facilities Agreement with City Participation
Rev. 9/21
ATTACHMENT "2"
Phased CFA Provision
City Project No. 103820
The improvements being constructed by Developer pursuant to this Agreement will connect to
improvements Developer is constructing under a separate Community Facilities Agreement (Tobias Place
Apartments, City Project Number 104117, CFA 23-0067) that have not been completed and accepted by
the City. Therefore, this Agreement shall be considered a "Phased CFA" and the provisions contained in
this section shall apply to this Agreement.
The improvements being constructed by Developer under the separate Community Facilities
Agreement shall be defined as the "Parent Project." The improvements being constructed by Developer
under this Agreement shall be defined as the "Child Project."
Developer acknowledges and agrees that due to Developer's election to construct a Phased CFA,
the potential exists for technical, delivery, acceptance or performance problems (hereinafter "Construction
Problems"). Construction Problems may include, but are not limited to: failure of the improvements to
comply with the approved plans or City Specifications; failure of the improvements in the Parent Project
and the Child Project to properly connect to each other; changes to the design or construction of the
improvements in the Parent Project that impact the design and construction of the improvements in the
Child Project; construction delays, delay claims, or claims for liquidated damages; increased costs for the
Developer; failure of the improvements to pass inspection or material testing; or rejection by the City of
some or all of the improvements and Developer having to remove and reconstruct the improvements at
Developer's expense. In addition, Developer understands and agrees that disputes may arise between
Developer's contractors or their subcontractors relating to responsibility for the Construction Problems.
Developer shall be solely responsible for resolving disputes between contractors or disputes between
contractors and subcontractors.
Developer further acknowledges and agrees that Developer has notified all of Developer's
contractors for the Project that Developer has elected to construct a Phased CFA, the provisions of this
section, the risks associated with a Phased CFA, and that the City shall not bear any responsibility for
Developer's decision to proceed with a Phased CFA.
Developer shall not make the final connection of the improvements in the Child Project to the
improvements in the Parent Project until the improvements in the Parent Project have been constructed and
accepted by the City and the City has consented to Developer making the connection.
Developer agrees that if this Agreement is for improvements relating to the construction, renovation
or modification of one or more single family residential homes or structures, the City will not record the
plat related to the Project until the improvements are constructed and accepted by the City. Developer
agrees that if this Agreement is for improvements relating to the construction, renovation or modification
of one or more commercial buildings or structures, the Developer shall not receive a Certificate of
Occupancy from the City for the building(s) related to the Project until the improvements in this Agreement
are constructed and accepted by the City. Developer further understands and agrees that completion of the
improvements under this Agreement does not entitle Developer to obtain a final plat of the property until
all other requirements of Federal law, State law, or the City Code relating to the filing and recording of a
final plat have been met by Developer.
BY CHOOSING TO CONSTRUCT A PHASED CFA, DEVELOPER ASSUMES ALL RISKS
AND DEVELOPER SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL DAMAGES,
City of Fort Worth, Texas Page 19 of 20
Standard Community Facilities Agreement with City Participation
Rev. 9/21
INCLUDING BUT NOT LIMITED TO ANY AND ALL ECONOMIC DAMAGES PROPERTY LOSS,
PROPERTY DAMAGES AND PERSONAL INJURY, (INCLUDING DEATH), OF ANY KIND OR
CHARACTER, WHETHER REAL OR ASSERTED. DEVELOPER HEREBY EXPRESSLY
RELEASES AND DISCHARGES CITY FROM ANY AND ALL LIABILITY FOR DAMAGES,
INCLUDING, BUT NOT LIMITED TO ANYAND ALL ECONOMIC DAMAGES, PROPERTY LOSS,
PROPERTY DAMAGE AND PERSONAL INJURY (INCLUDING DEATH) ARISING OUT OF OR
IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THE CONSTRUCTION OF THE
IMPROVEMENTS OR DEVELOPER'S DECISION TO CONSTRUCT A PHASED CFA.
DEVELOPER, AT ITS SOLE COST AND EXPENSE, AGREES TO AND DOES HEREBY
INDEMNIFY, DEFEND PROTECT, AND HOLD HARMLESS CITY, AND CITY'S OFFICERS,
REPRESENTATIVES, AGENTS, EMPLOYEES, AND SERVANTS FOR, FROM AND AGAINST
ANY AND ALL CLAIMS (WHETHER AT LAW OR IN EQUITY), LIABILITIES, DAMAGES
(INCLUDINGANYANDALL ECONOMICDAMAGES, PROPERTYLOSS, PROPERTYDAMAGES
AND PERSONAL INJURIES INCLUDING DEATH), LOSSES, LIENS, CAUSES OF ACTION,
SUITS, JUDGMENTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, COURT COSTS,
ATTORNEYS' FEES AND COSTS OF INVESTIGATION), OF ANY NATURE, KIND OR
DESCRIPTION ARISING OR ALLEGED TO ARISE BY OR IN ANY WAY RELATED TO
CONSTRUCTION OF THE IMPROVEMENTS OR DEVELOPER'S CHOICE TO CONSTRUCT A
PHASED CFA, OR (2) BY REASON OF ANY OTHER CLAIM WHATSOEVER OF ANY PERSON
OR PARTY OCCASIONED OR ALLEGED TO BE OCCASIONED IN WHOLE OR INPART BY THE
CONSTRUCTIONS OF THE IMPROVEMENTS OR DEVELOPER'S CHOICE TO CONSTRUCT A
PHASED CFA WHETHER OR NOT SUCH INJURIES. DEATH OR DAMAGES ARE CAUSED. IN
WHOLE OR IN PART. BY THE ALLEGED NEGLIGENCE OF THE CITY OF FORT WORTH, ITS
OFFICERS. SERVANTS, OR EMPLOYEES.
DEVELOPER
Tobias Place, LP,
a Texas limited partnership
By: Tobias Place GP, LLC,
a Texas limited liability company,
its general partner
By: Fort Worth Housing Finance Corporation
a Texas public nonprofit housing finance corporation,
its manager
Victor T. Turner
Assistant General Manager
City of Fort Worth, Texas Page 20 of 20
Standard Community Facilities Agreement with City Participation
Rev. 9/21
BIDDISON ST.
cr)
SITE
Z
DICKSON ST.
LOCATION MAP
i " = 1000,
City Project No. 103820
MAPSCO NO. 91A & 91E
CITY COUNCIL DISTRICT NO. 9
OWNER
XTO Energy Inc.
PO Box 64106
Spring, Texas 77387
S DEVELOPER
Ojala Partners, LP
0 500 1000 2000 2501 N Harwood Street
Suite 2400
Dallas, Texas 75201
Telephone: (832) 444-9382
1 inch = 1000ft. Contact: Daniel Smith
0—ing G:\2021 J00S\21 -193 Oj.1. Holdings - Hemphill Cvdd., MultifaWy\W\21 -193 TON,, CFAd.g Saved By. if,lier S— r— 3/16/2022
13
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&A
TOBIAS J�SPIARS
PLACE ___EV�INEE :RING 8, SURVEYING
4:33,36 PM Platted by: IND- Plot Dote: 3/16/2022 4:36 PM
IDT 1, ECREA LOR 1-1z PUTT F= —
LDT NCTaiY FaOT 1 RBLOCK I 1 fiNIFA 1- a BLOCK
�AT FrY1Yi Flpi M MDN. 1 —
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-A
EXHIBIT A WAS
City Project No. 103820
E` WATER IMPROVEMENTS
Pr* kk II I
N OWNER
XTO Energy Inc.
® PO Box 64106
W E Spring, Texas 77387
S DEVELOPER
Ojala Partners, LP
0 150 300 600 2501 N Harwood Street IVSPIARS
Suite 2400 TOBIAS
Dallas, Texas 75201 ENGINEERING & SURVEYING
Telephone: (832) 444-9382 PLACE w.
1 inch = 300 ft. Contact: Daniel Smith
D'.W': r%ZM4 JDRP -10! Olda Hddl� - Herplu Cando. 6A1IP+r?jV�l --a.A Toe® CFA.d" S.—d W. }Idler Sane Time: :�fT T 4:33:36 Pu Platted by: ]fuller Plat Date: S/l gf]OW 4:37 PY
00 42 43
DAP-BB3PROPOSAI
Pw 102
SECTION 00 42 43
Developer Awarded Projects - PROPOSAL FORM
UNIT PRICE BID Bidder's Application
Project Item Information Bidder's Proposal
Bidlist
Description
I Specification
Unit of (
I
Bid
Unit Price I
Bid Value
Item No.
Section No.
Measure
Quantity
UNIT I: WATER )MPROVEMENTS
3201.0614 Conc Pvmt Repair, Residential
32 01 29
SY
�- 63
- $350,00
$22,050.00
__ 2�_13305.0109
�3
Trench Safety
330510
LF
43
$2.00
$86.00
3311.0001 Ductile Iron Water Fittings w/ Restraint
331111
TON
0.3
$14,000.60
$4.200.00
4 -
3311.0151 6" DIP Water
33 11 10
LF
43
$368.00
$15,824.00
3312.2203 2" Water -Service
33 12 10
EA
1
$7,100.00
$7,100.00
_ _5
6
3312.2803 6" Water Meter and Vault
331211
_
EA
�
2
.. $41300.00
$82,600.00
7
3312.3003 6" Gate Valve
33 12 20
_
EA
_ _ 2
a2,900.00
$5,800.00
8
0241.101.3 Remove 8" Water Line
02 41 14
LF
20
$10.00
9
_ 0241.1514 Salvage 2" Water Meter
02 41 14
_
_y EA
_
2
$300.00
_$200.00
$600.00
_X 10
3292.0201 Utility Service Surface Restoration Seeding
329213
SY
65
$22.00
$1,430.00
_ 11
�12
0241.0100 Remove Sidewalk
0241 13 -
SF
__.
16
$5.00
$80.00
T
3213.0301 4" Conc Sidewalk
32 13 20_
_SF
16
$20,00 _
$320.00
13
3471.0001 Traffic Control
34 71 13
MO
1
$1,,000.00�
$1,000.DQ
14
�-
9999.0001 Remove Water Service
00 00 00
_ EA
$2,700.00
$5.400.00
15
3312.0117 Connection to Existing 4"-12" Water Main
.331225
EA
_ 2
$11,900.00
$23,800.00
17
�18
20
_ 21
22
24
25
26
27
28
31
2 3
33
__....._..--
34
35
36
37-
_38 _
39
40
_
41
42
43
44
TOTA . UNIT I: WATER IMPROVEMENTS $170,490,00
CITY OF FORT WORTH
STANDARD CONSTROCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS
Form Vanim May 1:4 2019 Bid Plopmal - Tobim PLca
UNIT PRICE BID
Bidlist
Item No.
SECTION 00 4143
Developer Awarded Projects - PROPOSAL FORM
00 42 43
DAP - BID PROPOSAL
Page 2 of 2
Bidder's Application
Project Item Information Bidder's Proposal
Description ( Specification I Unit of Bid Unit Price I Bid Value
Section No. Measure Quantity
Bid Summary
UNIT I: WATER IMPROVEMENTS j $170,490,00
Total Construction Bidl $170,490.00
This Bid is submitted by the entity named below:
BIDDER:
.lacksun fuustum:6(m. I.W.
5It, San 1;dfv., Dr,
Fors 11rrTii,Texas 7e119
Contractor agrees to complete WORK for FINAL ACCEPTANCE within
CONTRACT commences to run as provided in the Cenral Conditions,
BY. .i51C Nwi (onsbw:flmia Lid.
-!i,.
TITLE: llro,ieta
DATE:
END OF SECTION
CITY OF FORT WORTH
STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECTS
Form Version May 22. 2019
Je working days after the date when the
Bid Proposal-Tohiaa Placo
7/31123, 4:34 PM M&C Review
CITY COUNCIL AGENDA
Create New From This M&C
0' d I sit:.: t �c s; ty f-or,'."J6 th, Texas
F�^,T,;Tr4
DATE: 6/27/2023 REFERENCE NO.: **M&C 23-0591 LOG NAME: 19TOBIAS PLACE -
ARPA FUNDS
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT. (CD 9) Authorize Execution of a Forgivable Subordinate Loan in the Amount of
$8,000,000.00 using American Rescue Plan Act Funds and Related Agreements for
Construction of Stormwater Drainage and Other Infrastructure Improvements Relating to
the Tobias Place, an Affordable Housing Development at 505 West Biddison Street and
3500 South Jennings Avenue; and Find that the Loan Serves a Public Purpose and that
Adequate Controls are in Place
RECOMMENDATION:
It is recommended that the City Council take the following actions associated with support of Tobias
Place, an affordable housing development, located at 505 West Biddison Street and 3500 South
Jennings Avenue (Project):
1. Authorize execution of a forgivable, subordinate loan in the amount of $8,000,000.00 using
American Rescue Plan Act funds for the benefit of Tobias Place, LP, and other entities involved
in the Project, for construction costs associated with stormwater drainage and other
infrastructure improvements in support of the development of the Project;
2. Authorize the City Manager, or his designee, to execute all related contracts, loan documents,
and other documents necessary for lending activities with specified terms;
3. Authorize the City Manager or his designee to extend the contract if such an extension is
necessary for completion of the Project, and to extend all other required documents for
lending activities as necessary for the development of the Project;
4. Authorize the City Manager, or his designee, to amend the contract and other required
documents if necessary to achieve Project goals, provided that the amendments are within
the scope of the Project and in compliance with City policies and applicable laws and
regulations governing the use of federal funds; and
5. Find that providing a forgivable loan for construction costs associated with infrastructure
improvements in support of the development of Tobias Place achieves the public purpose of
increasing quality, affordable, accessible housing to low- to moderate -income households in
the City and that adequate controls through the contract and related loan documents are in
place to ensure that the public purpose is carried out.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to seek City Council authority to
execute contracts and related loan documents in order to provide $8,000,000.00 in previously set -
aside American Rescue Plan Act (ARPA) funds to support development of an affordable multifamily
housing development in the Worth Heights neighborhood.
On September 27, 2022, City Council committed $8,000,000.00 from the Coronavirus State and Local
Fiscal Recovery Funds (SLRF) Program — a part of ARPA — in support of the development of Tobias
Place (through M&C 22-0789, as amended and adopted).
Tobias Place will be a new, affordable multifamily housing development consisting of approximately
288 units. There will be approximately 235 units set aside for households earning 60 percent or less of
Area Median Income (AMI) with another 53 units set aside for households earning 0-30 percent of
AM I. The development will consist of one -bedroom, two -bedroom, and three -bedroom units with
apps.cfwnet.org/council_packet/mc_review.asp?ID=31218&councildate=6/27/2023 113
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M&C Review
community and activity space including a children's play area, dog run, pool, and co -working and
meeting rooms.
This M&C seeks City Council authority to execute contracts and related loan documents for the
approved ARPA funds in the amount of $8,000,000.00. The funds will be provided to benefit the
Project in the form of a forgivable, subordinate loan based on the terms listed below.
Staff recommends the following ARPA loan terms:
1. Loan term commences on the date of execution by all parties and ends as set forth in the
loan documents;
2. First lien commercial construction loan terms must be acceptable to the City of Fort Worth
(City);
3. Borrower's performance of contractual obligations will be secured by a deed of trust; and
4. Payment of ARPA fund loans will only be required if borrower fails to comply with a
contractual obligation(s).
In order for the Project financing to work while still meeting all regulatory requirements, it is anticipated
that an intermediate borrower will be involved. If that structure is utilized, the City would loan funds to
the intermediate borrower (currently anticipated to be a partially owned affiliate of the Fort Worth
Housing Finance Corporation (FWHFC)) which would then loan the funds to Tobias Place, LP or a
related entity.
NOTE: A similar structure is anticipated to be used for the $2,000,000.00 in County ARPA dollars,
which may also be loaned to the intermediate borrower by the FWHFC.
Staff recommends approving the execution of contracts and related loan documents and expenditure
of $8,000,000.00 in ARPA funds for the benefit of Tobias Place, LP and the development of the
Project.
By approving this M&C, the City Council also finds that the public purpose served by this Project is to
benefit and further the City's goals to provide quality, accessible, affordable housing for low- to
moderate -income residents and supporting economic development and revitalization, and that the
forgivable ARPA Loan is vital to the financial feasibility of the development of Tobias Place, an
affordable multifamily housing development. The City Council further finds that adequate controls are
in place through the various contracts and loan documents to ensure that the public purpose is carried
out.
In addition to the City ARPA funds that will be used for infrastructure improvements required for the
development of Tobias Place, it is also being supported by activities of the FWHFC. On November 30,
2021, the FWHFC board approved a partnership with Ojala Partner, LP, to develop Tobias Place
wherein an affiliate of the FWHFC (Tobias Place GP, LLC) will become the general partner of the
partnership known as Tobias Place, LP (Partnership) (Resolution No. FWHFC-2021-18). On the same
date, the FWHFC also approved a forgivable subordinate loan of $1,750,000.00 for the purchase of
the land to be used for the development of Tobias Place and certain pre -development costs
(Resolution No. FWHFC-2021-20). On February 28, 2023, the FWHFC agreed to be the fiduciary
agent for the Partnership, which applied for and received an award of Tarrant County ARPA funds in
the amount of up to $2,000,000.00 for gap financing for the development of Tobias Place.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current operating budget, as
appropriated, in the Grants Operating Federal Fund to support the approval of the above
recommendations and execution of the loan. Prior to an expenditure being incurred, the
Neighborhood Services Department has the responsibility to validate the availability of funds.
TO
Fund Department Account Project Program Activity Budget Reference # Amount
I ID I I ID I I I Year I (Chartfield 2) I
FROM
Fund Department Account Project Program Activity Budget Reference # Amount
ID I I ID I I I Year I (Chartfield 2)
apps.cfwnet.org/council_packet/mc_review.asp?I D=31218&councildate=6/27/2023
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M&C Review
Submitted for Citv Manager's Office bv:
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
103165 Fundina 6.5.23.Ipg. (CFW Internal)
TobiasPlaceLP Form1295.rndf (CFW Internal)
TobiasPlaceMCMan.ndf (Public)
Fernando Costa (6122)
Victor Turner (8187)
Amy Connolly (7556)
Chad LaRoque (2661)
Leah Brown (8638)
apps.cfwnet.org/council_packet/mc_review.asp?ID=31218&counciIdate=6/27/2023 3/3