HomeMy WebLinkAboutContract 59677CSC No. 59677
STATE OF TEXAS §
COUNTY OF TARRANT §
AMERICAN RESCUE PLAN ACT AGREEMENT BETWEEN THE CITY OF FORT
WORTH, TEXAS AND OPG CLIFTON RIVERSIDE PARTNERS, LP
This contract ("Contract") is made and entered into by and between the City of
Fort Worth (hereafter "City"), a Texas municipal corporation, and OPG Clifton Riverside
Partners, LP, a Texas limited partnership, (hereafter "Developer"). City and Developer
maybe referred to individually as a "Party" and j ointly as "the Parties."
The Parties state as follows:
WHEREAS, City received $173,745,090.00 for allowable expenses from the
United States Department ofthe Treasury ("Treasury") through the Coronavirus State and
Local Fiscal Recovery Funds ("SLFRF") Program, a part of the American Rescue Plan
Act ("ARPA"), to state, local, and Tribal governments across the country to support their
response to and recovery from the COVID-19 public health emergency;
WHEREAS, the SLFRF Program provides governments across the country with
the necessary resources to address housing needs for impacted populations such as the
homeless population that have been disproportionately impacted by the public health
emergency;
WHEREAS, Treasury has determined that affordable housing among individuals
who are homeless, and the development of affordable housing to increase supply of
affordable and high -quality living units are responsive needs of impacted populations;
WHEREAS, "eligible uses" of the SLFRF Program include the development of
affordable housing and permanent supportive housing for the homeless under the
Department ofthe Treasury, 31 CFR Part 35, Coronavirus State and Local Fiscal Recovery
Funds;
WHEREAS, Developer received an award of2021 Non -Competitive (9%) Housing
Tax Credits from the Texas Department of Housing and Community Affairs for aportion
ofthe costs ofthe development ofthe project to be commonly known as Clifton Riverside
Apartments, a new affordable and market rate multifamily housing development consisting
of approximately 94 units to be located at 2406 and 2412 East Belknap ("Project"). It will
include 15 market rate units, 79 affordable housing units of which 8 units will be set aside
for permanent supportive housing ("PSH");
WHEREAS, Developer proposes to use ARPA funds to support the Project which
will create 8 units of PSH within a larger affordable housing project providing much
needed affordable housing stock;
OFFICIAL RECORD
CITY SECRETARY
Fr. WORTH, TX
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WHEREAS, the City earmarked a total of $1,000,000.00 of the awarded ARPA
funds for costs associated with the development of PSH units for the Project; and
WHEREAS, Developer also received the commitment of a loan in the amount of
$1,000,000.00 from the Fort Worth Housing Finance Corporation in support of the
development of the Project;
WHEREAS, City residents and the City Council have determined that this project
will help further its goal of development of quality, accessible, affordable housing in the
City of Fort Worth for moderate, low, and very low-income residents.
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:
Affordability Period means the period of time that PSH Units must be leased to PSH
eligible households.
The Affordability Period for this Project is 20 years. The Affordability Period
begins on the date that the Project status is changed to "complete" in HMIS.
ARPA means American Rescue Plan Act.
ARPA Funds means the funds granted by City to Developer under the terms of this
Contract.
ARPA Regulations means regulations found at 31 CFR Part 35 and Social Security Act,
Title VI-Coronavirus Relief, Fiscal Recovery, and Critical Capital Projects Funds.
ARPA Requirements means the development of and maintenance of 8 PSH units at
Clifton Riverside for the duration of the Affordability Period.
Business Diversity Enterprise Ordinance or BDE means the City's Business Diversity
Ordinance, Ordinance No. 25165-10-2021, as may be amended from time to time.
City Requirements means all ordinances, policies, standards, specifications and
obligations prescribed by the City applicable to the development, activity, work, or
construction undertaken pursuant to this Contract.
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Complete Documentation means the following documentation as applicable:
• Attachments I and II of Exhibit "F", 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.
• 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;
(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 new construction of Clifton Riverside
Apartments as evidenced by a Neighborhood Services Department Minimal Acceptable
Standard Inspection Report, a HUD Compliance Inspection Report, all applicable City final
inspection approvals, and receipt of a final Certificate of Occupancy.
Completion Deadline means July 1, 2025.
DBE means disadvantaged business enterprise in accordance with 49 CFR Part 26.
Deed of Trust means the leasehold 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, including the applicable ARPA
Requirements and ARPA 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 OPG Clifton Riverside Partners, LP.
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.
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FWHFC Loan means the funds provided to Developer by the Fort Worth Housing Finance
Corporation under the terms of the loan agreement executed on the same date as this
Contract.
HMIS means Homeless Management Information System, a client services database
administered by the local Continuum of Care to gather consistent client and performance
data for all federally -funded homeless services programs. HMIS is one of the tools used
to implement the Coordinated Entry process. In Fort Worth the Tarrant County Homeless
Coalition is currently designated as the HMIS Lead Entity responsible for administering
the local HMIS.
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
Developer's performance of the ARPA Requirements, and the City Requirements, during
the Affordability Period, as the same may from time to time be extended, amended,
restated, supplemented or otherwise modified.
Loan means the ARPA Funds provided to Developer by City in the form of a deferred
payment loan under the terms of this Contract as more particularly described in the Loan
Documents.
Neighborhood Services Department means the City's Neighborhood Services
Department, or any successor department thereto that oversees this Contract.
Permanent Supportive Housing Program or PSH Program means the combination of
dedicated PSH Units and the accompanying supportive services provided by the Supportive
Services Provider to the tenants of the PSH Units as further described in Exhibit "M" —
Requirements for Permanent Supportive Housing Units.
Permanent Supportive Housing Tenant or PSH Tenant means a tenant of the PSH
Units.
Permanent Supportive Housing Unit or PSH Unit means a housing unit for which
supportive services are provided to assist homeless persons with disabilities to live
independently as further described in Exhibit "M" — Requirements for Permanent
Supportive Housing Units.
The Project contains 8 PSH Units.
Plans means the plans and specifications related to the Required Improvements prepared
by Developer's architect which have been delivered to and then reviewed and approved by
City on or before the Effective Date, and any amendments and change orders thereto
approved by City.
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Promissory Note means the note in the amount of the ARPA 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.
Property means the land on which the Required Improvements shall be constructed as
more particularly described in and encumbered by the Deed of Trust.
Reimbursement Request means all reports and other documentation described in Section
11.
Required Improvements or the Project means all of the improvements necessary to
provide 8 PSH units, as described in the attached Exhibit "A" - Project Summary and
Scope of Work.
Supportive Services Provider or SSP means the qualified service provider with
experience in providing case management to chronically homeless and formerly homeless
persons retained by Developer at its cost to provide supportive services to the PSH Tenants
as further described in Exhibit "O" — Requirements for Permanent Supportive Housing
Units, Exhibit 110-1" — Requirements for Permanent Supportive Housing Case
Manager, Exhibit "0-2" — Case Management Standards, Exhibit "0-3" —
Performance Reports. At this time the Supportive Services Provider is TBD.
3. TERM.
3.1 Term of Contract.
The term of this Contract commences on the Effective Date and shall end at the
earlier of (i) the completion deadline or (ii) following completion of the Project and
submission of items required by this Contract and all provisions relating to completion of
the Required Improvements.
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 Completion
Deadline. 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. It shall be an event of default under this contract if the
Required Improvements are not completed within the time period required herein,
including any extensions.
3.2 Term of Loan.
The term of the Loan shall commence on the date of the Promissory Note and end
at the end of the 20-year Affordability Period so long as the terms and conditions of this
Contract and the Loan Documents have been met.
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4. DUTIES AND RESPONSIBILITIES OF CITY.
4.1 Provide ARPA Funds.
City shall provide up to $1,000,000.00 of ARPA Funds in the form of a 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 Affordability Period, but no less
than annually. Monitoring by City will include monitoring whether Developer is meeting
and complying with the ARPA Requirements and all requirements of this Contract during
the Affordability Period.
5. DUTIES AND RESPONSIBILITIES OF DEVELOPER.
5.1 Construction of Required Improvements.
Developer will complete the Required Improvements as described in Exhibit "A"
— Project Summary and Scope of Work in accordance with the Plans, the schedule set
forth in Exhibit "C" — Construction and Reimbursement Schedule, and the terms and
conditions of this Contract.
5.1.1 Written Cost Estimates, Construction Contracts and Construction
Documents.
Developer has submitted to City, and City has approved, all written cost estimates,
construction contracts and construction documents (collectively, the "Construction
Documents") which will have been prepared by Developer to show the work to be
undertaken for the Required Improvements in sufficient detail that City can perform all
required inspections.
5.2 Use of ARPA Funds.
5.2.1. Compliance with ARPA Regulations and Contract.
Developer shall be reimbursed for eligible project costs with ARPA Funds only if
City determines in its sole discretion that:
5.2.1.1 Costs are eligible expenditures in accordance with applicable
ARPA Regulations.
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 to City
by Developer.
5.2.2. Budget.
Developer agrees that ARPA Funds will be paid in accordance with Exhibit "B" —
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Budget and Exhibit "C" — Construction and Reimbursement Schedule. 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 ARPA
Funds.
5.2.3 Change in Proiect 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 applicable ARPA regulations and other
federal regulations governing cost allocation.
5.2.3.2 Developer agrees to utilize the ARPA Funds to supplement
rather than supplant funds otherwise available for the Project.
5.3 Pavment of ARPA Funds to Developer.
5.3.1 ARPA 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. It is expressly agreed by the Parties that any ARPA
Funds not reimbursed to Developer upon completion of the Required Improvements shall
remain with City.
5.3.2 The ARPA Funds shall bear no interest, except as provided for in the
Promissory Note to the contrary.
5.4 Identifv Proiect Expenses Paid with ARPA Funds.
Developer will keep accounts and records in such a manner that City may readily
identify and account for Project expenses reimbursed with ARPA Funds. These records
shall be made available to City for audit purposes and shall be retained as required
hereunder.
5.5 Acknowledgement of Citv Pavment of ARPA Funds.
Within 90 days of Completion, Developer shall sign an acknowledgement that City
has paid all ARPA Funds due under this Contract, or shall deliver a document executed by
an officer of Developer identifying with specificity all or any portion of the ARPA 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 ARPA
Funds. Developer and City agree to work together in good faith to determine if any further
ARPA Funds are due to Developer, but City in its sole, reasonable discretion shall make
the final determination as to whether any such ARPA Funds are still due after consideration
of Developer's performance of its obligations under this Contract including Developer's
performance of the ARPA 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 Required Improvements and the performance of the
ARPA Requirements, and any of Developer's other obligations hereunder, 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 Required Improvements; provided, however, the Lender acknowledges and
approves the demolition of existing buildings at the Property that occurred prior to the date
hereof in order to prepare the site for grading and construction of the Project and such work
shall not be considered commencement of work on the Required Improvements as
described in the foregoing. No ARPA Funds will be paid or reimbursed until the Loan
Documents are executed and the Deed of Trust is recorded.
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 ARPA lien is subordinate only to
construction/permanent loans for the Project and the FWHFC
Loan. City must approve in writing any secured financing for
the Project that is to be subordinate to the Loan. —City hereby
approves the following loan to the Developer that is subordinate
to the Loan: The $1,000,000 FWHFC 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 deferred payment loan and repayable in
accordance with the terms of the Promissory Note.
5.6.1.9 Early repayment of the Loan shall not relieve Developer of its
obligations under this Contract or the applicable ARPA
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Regulations including but not limited to complying with the
ARPA Requirements or the City Requirements. The Deed of
Trust shall secure both repayment of the ARPA Funds and
performance by Developer of its obligations under this
Contract and the requirements of the ARPA Regulations
during the Affordability Period.
5.6.1.10 Except for conversion to a permanent loan with Developer's
permanent lender, refinancing of the Loan or any subordinate
financing (other than that approved herein or otherwise by
City), shall require City's prior written approval for the
purpose of ensuring compliance with the ARPA Requirements
and the City Requirements. City's approval of refinancing of
the Loan or approval of any subordinate financing shall not be
unreasonably conditioned, delayed or withheld.
5.6.1.11 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 Proiect Subcontracts.
5.7.1 Developer acknowledges and agrees that it, nor any of its
subcontractors or subrecipients, shall enter into a subcontract with another agency,
contractor, or vendor for any part of the Project that will be paid with ARPA Funds without
providing written notice to the City. Should the City have an objection to a disclosed
subcontract, it shall have up to three (3) business days to provide a written objection which
shall have the effect of Developer declining to enter into such subcontract. For purposes
of this subsection, notice shall be provided via email to Leah. Brown(& fortworthtexas. 2ov
or her designee.
5.7.2 Developer shall ensure that any contractual documents with any
subcontractor or subrecipient of the ARPA funds shall include the provisions of this
contract that relate to applicable ARPA regulation and compliance, City regulations and
compliance, default and remedies upon default, indemnity, notice, repayment, audit,
insurance, and all other obligations included herein, adapted as necessary and approved by
City.
5.8 ARPA and Citv Requirements.
Developer shall ensure that it complies with both ARPA and City Requirements
throughout the Affordability Period, as applicable.
5.9 ARPA Requirements Survive Transfer.
Except as otherwise provided herein, any sale or transfer of the Property during the
Affordability Period, excluding a transfer due to condemnation, and easement or similar
agreement to obtain utility services or any transfer which is contemplated in the Ground
Lease dated as of August 21, 2023, by and between Developer and the Fort Worth Housing
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Finance Corporation or Developer's Amended and Restated Agreement of Limited
Partnership dated as of August 21, 2023 ("Ground Lease"), will require City's written
consent and that the new owner or transferee assume in writing Developer's obligations
under this Contract to comply with the ARPA Requirements and the City Requirements.
Notwithstanding the generality of the foregoing, transfers of the interests of RSEP Holding
LLC, a Delaware limited liability company, and its permitted successors and assigns (the
"Limited Partner") interest and removal and replacement of the Developer's general
partner by the Limited Partner in accordance with the terms of the Developer's Amended
and Restated Agreement of Limited Partnership dated as of August 21, 2023 (the
"Partnership Agreement"), shall not require City's written consent. Failure of the new
owner or transferee to assume all of Developer's obligations, but not necessarily liabilities
of the Developer, under this Contract will result in termination of the Contract and
Developer must repay City in accordance with the provisions of Section 5.6.1.8 within 30
days of termination under this Section. If such sale or transfer takes place after the
termination of this Contract but before the end of the Affordability Period, the new owner
or transferee must assume all of Developer's obligations, but not necessarily liabilities of
the Developer, under this Contract that survive its termination as set forth herein including
but not limited to complying with the ARPA Requirements and City Requirements. If the
new owner or transferee does not assume Developer's surviving obligations hereunder, but
not necessarily liabilities of the Developer, 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. PERMANENT SUPPORTIVE HOUSING
6.1 PSH Program, Units and Tenants. Developer acknowledges that it obtained
an allocation of ARPA funds from the City by committing to construct eight
(8) PSH units as part of a larger project. Developer is responsible for
identifying long term funding to fill any gap to subsidize the rents for the
PSH units and provide the necessary supportive services to the PSH tenants,
and, if applicable, will enter into separate agreements with the entities
furnishing the vouchers and/or the rental assistance and the supportive
services. The Supportive Services for the Project will be managed in
accordance with the requirements of Exhibit "M" — Permanent Supportive
Housing Requirements.
6.2 Upon request by City, Developer agrees to furnish City with final, executed
copies of any contracts it has with agencies or third parties for vouchers or
other forms of rental assistance for the PSH Tenants.
7. CONSTRUCTION.
7.1. Construction Schedule.
Developer will construct the Required Improvements in accordance with the
schedule set forth in the attached Exhibit "C" — Construction and Reimbursement
Schedule. Except as otherwise permitted herein to the contrary, Developer shall not begin
construction of the Required Improvement until City sends a Notice to Proceed.
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Developer's failure to meet the Construction Schedule shall be an event of default under
this Contract. Developer may not change the Construction Schedule without the
Director's prior written approval; which approval shall be in the Director's sole discretion.
7.1.1 Construction Inspections.
The construction of the Required Improvements must pass a Neighborhood
Services Department Minimal Acceptable Standard Inspection and any other applicable
required inspections during the construction period, along with any applicable City final
inspection approval at the completion of construction of the Required Improvements.
7.2 Applicable Laws, Building Codes and Ordinances.
The Plans for the Required Improvements shall (i) conform to all applicable federal,
state, City and local laws, ordinances, codes, rules and regulations, including the applicable
ARPA Regulations; (ii) meet applicable City building codes, and (iii) cannot deviate from
the items approved more particularly described in Exhibit "A" — Project Summary and
Scope of Work.
7.3 Property Standards During Construction.
Developer shall comply with the requirements as they relate to City's property
standards as well as all applicable accessibility standards for the Required Improvements.
Developer shall comply, as applicable, with Section 504 of the Rehabilitation Act of 1973
requirements prescribing standards for the design, construction or alteration of any building
or facility intended to be accessible to the public or which may result in the employment
of handicapped persons therein. If applicable, Developer must submit Texas Department
of Licensing and Regulation ("TDLR") certificates for compliance with TDLR's
accessibility standards at Completion.
7.4 Lead -Based Paint Requirements.
If applicable, Developer will comply with Federal lead -based paint requirements
including lead screening in housing built prior to 1978 in accordance with 24 CFR Part
570.608 and 24 CFR Part 35, subparts A, B, J, K, M, and R, and the Lead: Renovation,
Repair and Painting Program Final Rule, 40 CFR Part 745, in any construction and/or
rehabilitation of the Required Improvements.
7.5 Approval of Plans by City Not Release of Responsibilitv.
Approval of the Plans by City shall not constitute or be deemed (i) to be a release
of the responsibility or liability of Developer or any of its architects, contractors or
subcontractors, or their respective officers, agents, employees and lower tier
subcontractors, for the accuracy or the competency of the Plans, including, but not limited
to, any related investigations, surveys, designs, working drawings and specifications or
other related documents; or (ii) an assumption of any responsibility or liability by City for
any negligent act, error or omission in the conduct or preparation of any investigation,
surveys, designs, working drawings and specifications or other related documents by
Developer or any of its architects, contractors or subcontractors, and their respective
officers, agents, employees and lower tier subcontractors.
7.6 Contractor, Vendor and Subcontractor Requirements.
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Developer will use commercially reasonable efforts to ensure that all contractors or
vendors utilized by Developer in the construction of the Required Improvements or
subcontractors utilized by Developer's general contractor are appropriately licensed and
such licenses are maintained throughout the construction of the Required Improvements.
Developer shall use commercially reasonable efforts to ensure that all subcontractors or
vendors utilized by Developer or subcontractors utilized by Developer's general contractor
in the construction of the Required Improvements are not debarred or suspended from
performing the contractor's, subcontractor's or vendor's work by the City, the State of
Texas, or the Federal government. Developer understands and acknowledges that 24
CFR Part 85.35 forbids Developer from hiring or continuing to employ any
contractor, subcontractor or vendor that is listed on the Federal Excluded Parties
List System for Award Management, www.sam.gov ("SAM"). Developer must confirm
by search of SAM that all contractors, subcontractors or vendors are not listed as being
debarred, both prior to hiring and prior to submitting a Reimbursement Request which
includes invoices from any such contractor, subcontractor or vendor. Failure to submit
such proofs of search shall be an event of default. In the event that City determines that
any contractor, subcontractor or vendor has been debarred, suspended, or is not properly
licensed, Developer or Developer's general contractor shall immediately cause such
contractor, subcontractor or vendor to stop work on the Required Improvements and
Developer shall not be reimbursed for any work performed by such contractor,
subcontractor or vendor. However, this Section should not be construed to be an
assumption of any responsibility or liability by City for the determination of the legitimacy,
quality, ability, or good standing of any contractor, subcontractor or vendor. Developer
acknowledges that the provisions of this Section pertaining to SAM shall survive the
termination of this Contract and be applicable for the length of the Affordability
Period.
7.7 Furnish Complete Set of "As Built" Plans.
Developer shall furnish City a complete set of "as built" plans for the Required
Improvements at completion of construction after all final approvals have been obtained.
8. COMPLIANCE WITH ARPA REGULATIONS DURING
AFFORDABILITY PERIOD.
8.1 Services Provided in the Building.
Funds from ARPA were used to pay for the construction of 8 PSH units; therefore,
City and Developer agree that the Program must provide housing affordable to tenants
earning 30% or less of the area median income throughout the Affordability Period and
conform to all applicable ARPA Regulations and ARPA Requirements.
8.3 Property Standards During Affordabilitv Period.
Developer shall ensure that the Required Improvements are maintained in good
order and repair and in accordance with all applicable City property standards for the
duration of the Affordability Period, which at a minimum shall be those property standards
required by City codes, the applicable ARPA Regulations, and the Section 504 of the
Rehabilitation Act of 1973 requirements. Developer will allow City to make on -site
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inspections to verify maintenance of the Required Improvements if City requests such an
inspection; however, City has no obligation to inspect the premises.
9. ADDITIONAL REOUIREMENTS.
Developer agrees to comply with all requirements of the ARPA Program as stated
in the applicable ARPA 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
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 future payments of ARPA
Funds.
9.1.2 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 ARPA 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 funds 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 applicable ARPA Regulations and this Contract for the
duration of this Contract and the Affordability Period. Upon on advance written request,
Developer will provide access to all files related to the Project as requested by City for 5
years after the end of the Affordability 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. The files referenced herein shall not include documents protected by the
attorney -client privilege as defined by the Texas Rules of Evidence.
9.3.2 Representatives of City and Department of the Treasury 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 ARPA Funds, the ARPA Requirements and the
City Requirements, and to Developer's officers, directors, agents, employees, contractors
and subcontractors for the purpose of such monitoring.
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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 performance, 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.
9.3.5 This Section 9.3 shall be applicable for the duration of the Contract term,
the Affordability 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 Developer Procurement Standards.
Developer shall comply with all applicable federal, state and local laws,
regulations, and ordinances for making procurements under this Contract. In addition to
the conflict of interest provisions in Section 15.13.3, Developer shall establish written
procurement procedures to ensure that materials and services are obtained in a cost-
effective manner and that provides for full and open competition. When procuring
materials and services for this Contract, Developer shall comply at a minimum with the
procurement standards in 2 CFR Part 200.317 through Part 200.326.
9.6.1 Contracts in excess of $10,000.00 made by Developer using ARPA Funds
must address termination for cause and convenience including the manner by which such
termination shall be effected and the basis for settlement of the terminated contract, if any,
as required by Appendix II (B), 2 CFR Part 200.
9.6.2 Developer shall not make any contract with parties listed on the government
wide System for Award Management, www.sam.gov ("SAM"). Developer must confirm
by search of SAM that all contractors paid with ARPA Funds are not listed by SAM as
being debarred, both prior to hiring and prior to submitting a Reimbursement Request
which includes invoices from any such contractor. Failure to submit such proofs of
search shall be an event of default.
9.7 Cost Principles/Cost Reasonableness.
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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.
Developer shall reasonably cooperate with the City to provide 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 Intentionally Deleted
9.11 Internal Controls.
In compliance with the requirements of 2 CFR Part 200.303, Developer shall:
9.11.1 Establish and maintain effective internal control over the ARPA Funds that
provides reasonable assurance that Developer is managing the ARPA Funds in compliance
with federal statutes, regulations, and the terms and conditions of this Contract. These
internal controls shall comply with guidance in "Standards for Internal Control in the
Federal Government" issued by the Comptroller General of the United States or the
"Internal Control Integrated Framework" issued by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO");
9.11.2 Comply with all applicable 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
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information and other information that the Treasury 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.
The Treasury 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 Terms Applicable to Contractors, Subcontractors and Vendors.
Developer understands and agrees that all terms of this Contract, whether
regulatory or otherwise, shall apply to any and all contractors, subcontractors and vendors
of Developer which are in any way paid with ARPA Funds or who perform any work in
connection with the Required Improvements. Developer shall cause all applicable
provisions of this Contract to be included in and made a part of any contract or subcontract
executed in the performance of its obligations hereunder, including, if applicable, its
obligations regarding the ARPA Regulations, the ARPA Requirements, and all
requirements hereunder during the Affordability Period. Developer shall monitor the
services and work performed by its contractors, subcontractors and vendors on a regular
basis for compliance, as applicable, with the applicable ARPA Regulations, the ARPA
Requirements, and the Contract provisions. Developer must cure all violations of the
applicable ARPA Regulations committed by its contractors, subcontractors or vendors.
City maintains the right to insist on Developer's full compliance with the terms of this
Contract and the applicable ARPA Regulations, and Developer is responsible for such
compliance regardless of whether actions taken to fulfill the requirements of this Contract
are taken by Developer or by Developer's contractors, subcontractors or vendors.
Developer acknowledges that the provisions of this Section shall survive the earlier
termination or expiration of this Contract and be applicable for the length of the
Affordability Period and for 5 years thereafter.
9.14 Pavment and Performance Bonds.
Subject to the requirements of 2 CFR Part 200.325, Developer shall furnish City
with payment and performance bonds in a form acceptable to City in the amount of the
construction cost for the Project but not less than $1,000,000.00. At City's discretion, other
forms of assurance may be acceptable so long as they meet the requirements of the ARPA
Regulations or other federal requirements and the federal interest is adequately protected.
9.15 Conflict of Interest Disclosure.
In accordance with the requirements of Section 15.13.2.1 and 15.13.4, Developer
shall establish conflict of interest policies for federal awards. Developer shall disclose to
City in writing any potential conflict of interest.
9.16 Uniform Administrative Requirements.
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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
REOUIREMENTS, AUDIT.
10.1 Record Keening.
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 funds spent, with supporting and back-up documentation. Developer will maintain
all records and documentation related to this Contract for 5 years after the expiration of the
Affordability 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.
10.1.2 Access to Records.
City, the Treasury 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
Affordability 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. City shall not exercise
its rights hereunder for default until its gives the Developer 45 days' notice of such failure
and Developer has failed to cure such default.
10.2.1 Additional Information.
Developer shall provide City with additional information as may be required by
federal or state agencies to substantiate ARPA 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.
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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, commencing the year in which construction of the Project is completed. 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 ARPA
Funds or (ii) program income in accordance with Section 7.4, at any time during the term
of this Contract, the Affordability 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 ARPA
Regulations or other requirements hereunder, 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 ARPA FUNDS OR
SPENT ARPA FUNDS 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 THE TREASURY BECAUSE OF SUCH ACTIONS.
11. REIMBURSEMENT REOUIREMENTS.
Developer shall provide City with Complete Documentation and the following
reports as shown in Exhibit "F" — Reimbursement Forms with each Reimbursement
Request:
11.1 Attachment I — Invoice.
This report shall contain the amount requested for reimbursement in the submitted
request, and the cumulative reimbursement requested to date (inclusive of the current
request). This report must be signed by an authorized signatory of Developer. By signing
Attachment I, Developer is certifying that the costs are valid, eligible, and consistent with
the terms and conditions of this Contract, and the data contained in the report is true and
correct.
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11.2 Attachment II — Expenditure Worksheet.
This report shall itemize each expense requested for reimbursement by Developer.
In order for this report to be complete the following must be submitted:
11.2.1 Invoices for each expense with an explanation as to how the expense
pertains to the Project, if necessary;
11.2.2 Conditional and unconditional lien releases, as appropriate, from
Developer and 1st tier subcontractors; and
11.2.3 Proof that each expense was paid by Developer, which proof can be
satisfied by cancelled checks, wire transfer documentation, paid receipts or other
appropriate banking documentation.
11.3. Deadline for Submitting Reimbursement Requests.
All Reimbursement Requests along with Complete Documentation shall be
submitted by Developer to City within 60 days from each of the deadlines as shown in
Exhibit "C" — Construction and Reimbursement Schedule.
11.3.1 CITY SHALL HAVE NO OBLIGATION TO PAY ANY
REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 60 DAYS OF
THE DEADLINES SHOWN IN EXHIBIT "C" — CONSTRUCTION AND
REIMBURSEMENT SCHEDULE. In addition, Developer's failure to timely submit
Reimbursement Requests and Complete Documentation along with any required reports
shall be an event of default.
11.3.2 CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT
ON ANY REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 30
DAYS OF THE COMPLETION DEADLINE.
11.3.3 Final Pavment.
Final payment will not be made until City has verified that the Required
Improvements are complete at the time of such Reimbursement Request and that a final
inspection is completed by a Transportation and Public Works inspector and a green sheet
is issued by the City.
11.4 Withholding Pavment.
11.4.1 CITY SHALL WITHHOLD PAYMENTS REQUESTED UNDER
THIS CONTRACT IF COMPLETE DOCUMENTATION IS NOT RECEIVED.
11.4.2 FINAL REIMBURSEMENT SHALL NOT BE MADE UNTIL
ALL LIENS ARE RELEASED TO CITY'S SATISFACTION.
11.5 Timing of Pavment.
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Provided that Developer submits Complete Documentation in conformance with
the requirements of this Contract and the applicable ARPA Regulations, City will
reimburse Developer for eligible expenses within 30 calendar days of receipt of the
accepted Request for Reimbursement.
12. DEFAULT AND TERMINATION.
12.1 Failure to Begin or Complete the Required Improvements.
12.1.1 If Developer fails to begin construction on the Required Improvements
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 If City determines that the Required Improvements were not completed
by the Completion Deadline or have failed to pass any of the inspections described in
Section 7.1.1 (or to promptly correct any noted deficiency and subsequently pass such
inspection) after the expiration of any notice or cure period, City shall have the right to
terminate this Contract with no penalty or liability to City, with such termination to be
effective immediately upon written notice. City shall also be entitled to demand that
Developer 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.
12.2 Failure to Submit Complete Documentation During Construction.
12.2.1 If Developer fails to submit Complete Documentation during
construction of the Required Improvements in accordance with Exhibit "C" —
Construction and Reimbursement Schedule or if any report or documentation submitted
as part of Complete Documentation is not in compliance with this Contract or applicable
ARPA 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 and may demand repayment of all
ARPA funds disbursed to be repaid to City by Developer within 30 days of receipt of
such notice. Notwithstanding anything to the contrary herein, City will not be required to
pay any ARPA Funds to Developer during the period that any such report or documentation
is not in compliance with this Contract or the applicable ARPA Regulations.
12.2.2 If any of Developer's Reimbursement Requests are incomplete or
otherwise not in compliance with this Contract or applicable ARPA 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
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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 Request continues for an additional 15 days (a total of 30
days), the City shall have the right to terminate this Contract effective immediately
upon written notice of such intent with no penalty or liability to City and may demand
repayment of all ARPA funds disbursed to be repaid to City by Developer within 30
days of receipt of such notice. Notwithstanding anything to the contrary herein, City will
not be required to pay any ARPA Funds to Developer during the period that any such
Reimbursement Request is not in compliance with this Contract or the applicable ARPA
Regulations.
12.2.3 In the event of more than 2 instances of default, cured or uncured, under
Sections 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 ARPA 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 applicable ARPA 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 12.2, all ARPA 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 ARPA 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 Affordabilitv Period.
If Developer fails to maintain all records and documentation as required in Section
10, or fails to submit any report or documentation required by this Contract after the
Required Improvements are completed, or if the maintained or submitted report or
documentation is not in compliance with this Contract or the applicable ARPA 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 ARPA Funds 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 5.3.2. Failure to repay will result in City exercising all legal remedies available
to City under this Contract and the Loan Documents.
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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
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. Notwithstanding anything to the contrary contained herein, City agrees that
any cure of a default made or tendered by the Limited Partner shall be deemed to be a cure
by the Developer, and shall be accepted or rejected on the same basis as if such cure were
made or tendered by the Developer, provided, however, it is expressly understood that such
Limited Partner shall be under no obligation to make or tender such cure.
12.4.2 City's remedies may include but are not limited to:
12.4.2.1 Direct Developer, in City's sole discretion to prepare and
follow a schedule of actions for carrying out the affected
activities, consisting of schedules, timetables and milestones
necessary to implement the affected activities.
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 ARPA Funds for
the activities.
12.4.2.4 Reprogram ARPA Funds that have not yet been expended
from affected activities to other eligible activities or
withhold ARPA Funds.
12.4.2.5 Direct Developer to reimburse City the full amount of the
ARPA Funds provided to Developer.
12.4.2.6 Suspend reimbursement of ARPA 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
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other contracts with Developer, and any other available
remedies.
12.4.3 In the event of termination under this Section 12.4, all ARPA 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 ARPA 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 such ARPA Funds 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 ARPA 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 including, but not limited to, compelling Developer to complete the
Required Improvements in accordance with the terms of the Contract. Such termination
does not terminate any applicable provisions of this Contract that have been 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 ARPA 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 ARPA Funds already paid to Developer must be repaid
by Developer to City within 30 days of termination, or at City's election Developer must
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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
ARPA Funds substantially in accordance with this Contract.
12.11 Termination for Convenience.
In terminating in accordance with 2 CFR 200, Appendix II, 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 ARPA Funds to be spent will not accomplish the purposes for
which this Contract was made. If the Developer terminated this Contract under this section
12.11.2, all ARPA 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
ARPA 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 funds are appropriated by City in any fiscal
period for any payments due hereunder, City will notify Developer of such occurrence
and this Agreement 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,
at the sole option of City. In the event of termination under this Section, all ARPA Funds
are subject to repayment as required herein and/or City may exercise all of its remedies
under this Contract and the Loan Documents.
12.14 Reversion of Assets.
Developer acknowledges that in the event this Contract is terminated with or
without cause by either party, all tangible personal property owned by Developer or any
contractors, subcontractors, subrecipients, or vendors that was acquired or improved with
the ARPA Funds included but not limited to plans, drawings, surveys, renderings,
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construction documents and any other personal property shall belong to City and shall
automatically transfer to City or to such assignees as City may designate unless ARPA
Funds have been repaid in full along with all applicable interest as set forth in the Loan
Documents.
12.15 Notice to Limited Partner and Senior Lender.
Upon the occurrence of an event of default, the City shall provide written notice to (i)
Legacy Bank & Trust Company, a construction and permanent lender of the Developer
("Senior Lender") at the following address: 3250 East Sunshine, Springfield, Missouri
65804, with a copy to Polsinelli PC, 201 E. Las Olas Blvd., Suite 2250B, Ft. Lauderdale,
FL 33301, Attention: Shawn Whitney; and to (ii) RSEP Holding, LLC, the limited partner
of the Borrower (the "Limited Partner") at the following address: c/o Red Stone Equity
Partners, LLC, 90 Park Avenue, 281h Floor, New York, NY 10016 Attention: General
Counsel & President, with a copy to with a copy to Nixon Peabody LLP, Exchange Place
53 State Street, Boston, MA 02109, Attention: Roger Holmes. The Developer, Senior
Lenders, and Limited Partner shall have the right, but not the obligation, to cure any such
default within the timeframes provided in the Note. If the Developer, Senior Lenders, or
Limited Partner fail to timely cure such default, then the Lender shall have all remedies as
are set forth in the Note and Deed of Trust or otherwise at law.
13. REPAYMENT OF FUNDS.
All ARPA Funds are subject to repayment in the event the Required Improvements
do not meet the requirements as set out in this Contract or in the applicable ARPA
Regulations. If Developer changes use of Required Improvements to one that does not
meet the ARPA Requirements, the City Requirements and/or other requirements of the
applicable ARPA Regulations or the terms of this Contract, Developer must either (i) repay
the ARPA Funds it has received or (ii) at City's election Developer must repay City in
accordance with the provisions of Section 5.6.1.8.
14. MATERIAL OWNERSHIP CHANGE.
Except as contemplated in Section 5.9, 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 14, all ARPA 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 ARPA Funds already paid to Developer must be
repaid to City within 30 days of termination under this Section in accordance with the terms
of this Contract.
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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 Resvondeat 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 ARPA Funds shall be used in support of any sectarian or religious
activity. In addition, there must be no religious or membership criteria for clients of a
ARPA-funded service.
15.4.1 Intentionallv Deleted.
15.5 Venue.
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 Agreement
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.
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15.7 Severability.
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
ARPA Requirements and regulations are integral parts of the agreement and that any
reformation of the Contract in the event of severability should include the requirement that
Developer comply with the ARPA Requirements and regulations, reporting requirements
to verify the same, and that City shall be able to enforce the ARPA 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 Only, 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 fully 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 Affordability Period. Those laws include, but are not limited to:
➢ 31 CFR Part 35 and Sections 603(c)(1)(A) and 603(c)(1)(C) of Title VI of the
Social Security Act 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.)
➢ Executive Orders 11063, 11246 as amended by 11375 and 12086 and as
supplemented by Department of Labor regulations 41 CFR, Part 60
➢ The Age Discrimination in Employment Act of 1967
➢ The Age Discrimination Act of 1975 (42 U.S.C. Sections 6101 et seq.)
➢ The Uniform Relocation Assistance and Real Property Acquisition Policies Act
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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 etseq.) and the Clean
Water Act of 1977, as amended (33 U.S.C. Sections 1251 etseq.) 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
➢ 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
➢ 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
➢ 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
➢ 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.
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15.11 Intentionally deleted.
15.11.1 Intentionally deleted.
15.11.2 Intentionally deleted. .
15.11.3 Intentionally deleted.
15.11.4 Intentionally deleted.
15.12 Prohibition Against 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 No Discrimination in Emplovment during the Performance of this
Contract.
During the performance of this Contract, Developer agrees to the following
provision, and will require for the construction of the Required Improvements that its
contractors, subcontractors, and vendors also comply with such provision by including it
in all contracts with its contractors, subcontractors, or vendors:
f Contractor's. Subcontractor's or Vendor's Name] will not unlawfully
discriminate against any employee or applicants for employment because of race,
color, sex, gender, religion, national origin, familial status, disability or perceived
disability, sexual orientation, gender identity, gender expression or transgender.
f Contractor's. Subcontractor's or Vendor's Name] will take affirmative action to
ensure that applicants are hired without regard to race, color, sex, gender, religion,
national origin, familial status, disability or perceived disability, sexual orientation,
gender identity, gender expression or transgender and that employees are treated
fairly during employment without regard to their race, color, sex, gender, religion,
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national origin, familial status, disability or perceived disability, sexual orientation,
gender identity, gender expression or transgender. Such action shall include, but
not be limited to, the following: employment, upgrading, demotion or transfer,
recruitment or recruitment advertising, layoff or termination, rates of pay or other
forms of compensation, and selection for training, including apprenticeship.
f Contractor's. Subcontractor's or Vendor's Name] agrees to post in conspicuous
places, available to employees and applicants for employment, notices setting forth
the provisions of this nondiscrimination clause.
f Contractor's, Subcontractor's or Vendor's Name] will, in all solicitations or
advertisements for employees placed by or on behalf of f Contractor's,
Subcontractor's or Vendor's Name], state that all qualified applicants will receive
consideration for employment without regard to race, color, sex, gender, religion,
national origin, familial status, disability or perceived disability, sexual orientation,
gender identity, gender expression or transgender.
f Contractor's, Subcontractor's or Vendor's Name] covenants that neither it nor
any of its officers, members, agents, employees, or contractors, while engaged in
performing this Contract, shall, in connection with the employment, advancement
or discharge of employees or in connection with the terms, conditions or
privileges of their employment, discriminate against persons because of their age
or because of any disability or perceived disability, except on the basis of a bona
fide occupational qualification, retirement plan or statutory requirement.
f Contractor's, Subcontractor's or Vendor's Name] further covenants that neither it
nor its officers, members, agents, employees, contractors, or persons acting on their
behalf, shall specify, in solicitations or advertisements for employees to work on
this Contract, a maximum age limit for such employment unless the specified
maximum age limit is based upon a bona fide occupational qualification, retirement
plan or statutory requirement.
15.12.3 Develover'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, WHERE
APPLICABLE, 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 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.
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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 Against 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 functions
or responsibilities with respect to activities assisted with ARPA Funds or who are in a
position to participate in a decision -making process or gain inside information with regard
to these activities may utilize ARPA services, may obtain a financial interest or benefit
from a ARPA-assisted activity, or have an interest in any contract, subcontract or
agreement with respect thereto, or the proceeds thereunder, either for themselves or those
with whom they have family or business ties, during their tenure or for 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 Intentionallv Deleted.
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.
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15.17 Assignment.
Except as otherwise permitted herein or in the Loan Documents, 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 Right to Inspect Developer Contracts.
It is agreed that City has the right to inspect and approve in writing, prior to any
charges being incurred, any proposed contracts between Developer and (i) its general
contractor and subcontractors, including any lower tier subcontractors engaged in any
activity that is funded as a part of the construction of the Required Improvements (ii)
vendor contracts arising out of the construction of the Required Improvements, and (iii)
any third party contracts to be paid with ARPA Funds.
15.19 Intentionally Deleted.
15.20 Survival.
Any provision of this Contract that pertains to the ARPA Requirements, indemnity
obligations, auditing, monitoring, reporting requirements, record keeping and reports, City
ordinances, the provisions of Section 7.6 pertaining to the Federal System Award
Management, or any other applicable ARPA Program requirements, and any default and
enforcement provisions necessary to enforce such provisions, shall survive the term 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 Affordability 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,
ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION,
PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE
OF THIS CONTRACT AND/OR THE OPERATIONS, ACTIVITIES AND
SERVICES OF THE REQUIRED IMPROVEMENTS DESCRIBED HEREIN,
UNLESS CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT 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 HINDS 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 THE REQUIRED IMPROVEMENTS DESCRIBED HEREIN,
UNLESS CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT 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.
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.
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18. INSURANCE AND BONDING.
Developer will maintain blanket fidelity coverage in the form of insurance or bond in the
amount of $1,000,000.00 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 ARPA 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 Liabilitv (CGL) Insurance
$1,000,000 each occurrence
$2,000,000 aggregate limit
Non -Profit Organization Liabilitv or Directors & Officers Liabilitv (if a_n_nlicable)
$1,000,000 Each Occurrence
$1,000,000 Annual Aggregate Limit
Business Automobile Liabilitv Insurance
$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.
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
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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.
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.
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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
ARPA Funds as provided to any property owned by Developer.
19. CERTIFICATION REGARDING LOBBYING.
The undersigned representative of Developer hereby certifies, to his or her actual
knowledge and belief, that:
No Federal appropriated funds have been paid or will be paid, by or on
behalf ofDeveloper, 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 making of any Federal grant, the making of any Federal loan,
the entering into of any cooperative agreement and the extension,
continuation, renewal, amendment, or modification of any Federal
contract, grant, loan or cooperative agreement.
If any funds other than federally appropriated funds have been paid or will
be paid to any person for influencing or attempting to influence an officer
or employee of any Developer, member of Congress in connection with this
Federal contract, grant, loan or cooperative agreement, Developer shall
complete and submit Standard Form-LLL, "Disclosure Form to Report
Lobbying, " in accordance with its instructions.
This certification is a material representation of fact upon which reliance
was placed when this Contract was made or entered into. Submission of
this certificate is a prerequisite for making or entering into this Contract
imposed by 31 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. 00for 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.
20. RELIGIOUS ORGANIZATION.
No portion of the ARPA Funds shall be used in support of any sectarian or religious
activity. In addition, there must be no religious or membership criteria for clients of an
ARPA-funded activity.
20.1 Separation of Explicitly Religious Activities.
Developer retains its independence and may continue to carry out its mission,
including the definition, development practice, and expression of its religious beliefs,
provided that it does not use ARPA Funds to support or engage in any explicitly religious
activities (including activities that involve overt religious content such as worship,
religious instruction, or proselytization), or in any other manner prohibited by law.
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20.2 Explicitly Religious Activities.
If Developer engages in explicitly religious activities (including activities that
involve overt religious content such as worship, religious instruction, or proselytization),
the explicitly religious activities must be offered separately, in time or location, from the
programs or activities supported by ARPA Funds.
21. LITIGATION AND CLAIMS.
Developer shall give City prompt notice in writing of any action, including any
proceeding before an administrative agency, filed against Developer, any subcontractors,
or vendors in conjunction with this Contract, the Required Improvements or the Project
generally once Developer becomes aware of such action. Developer shall furnish promptly
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 calendar days upon filing under
any bankruptcy or financial insolvency provision of law.
22. NOTICE.
All notices required or permitted by this Contract must be in writing and shall be
effective upon receipt when sent (i) by United States mail with proper postage, certified
mail return receipt requested, (ii) by a nationally recognized overnight delivery service;
and (iii) other commercially reasonable manner; and addressed to the other Party at the
address set out below or at such other address as the receiving Party designates by proper
notice to the sending Party.
Cam:
Neighborhood Services Department
Attention: Assistant Director
200 Texas Street
Fort Worth, TX 76102
Telephone: 817-392-7540
Copy to:
City Attorney's Office
Attention: Leslie Hunt
200 Texas Street
Fort Worth, TX 76102
Telephone: 817-392-
Copy to:
Neighborhood Services Department
Attention: Leah Brown
200 Texas Street
Fort Worth, TX 76102
Telephone: 817-3 92-8 63 8
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OPG Clifton Riverside Partners, LLC — ARPA Development of PSH Units Rev. 08/16/2023
Developer:
Attention: Matthew Gillam
OPG Clifton Riverside Partners, LP
254 North Santa Fe Avenue, Suite A
Salina, Kansas 67401
Telephone: 913 -3 96-6310
Email Address: matt(&overlandD2.com
Copy to:
Attention: Jon Peterson
Winthrop & Weinstine, P.A.
225 S. 61h Street, Suite 3500
Minneapolis, Minnesota 55402
Telephone: 612-604-673 6
Email Address: ipeterson(r�winthrop.com
Copy to:
With a copy to:
RSEP Holding, LLC
c/o Red Stone Equity Partners, LLC
90 Park Avenue, 28th Floor
New York, NY 10016
Attn: General Counsel
Copy to:
Nixon Peabody LLP
Exchange Place
53 State Street
Boston, MA 02109
Attention: Roger W. Holmes
23. 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.
24. 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.
25. Intentionally Deleted.
ARPA DEVELOPMENT CONTRACT Page 38
OPG Clifton Riverside Partners, LLC — ARPA Development of PSH Units Rev. 08/16/2023
26. 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, 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 the contract.
27. 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"
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 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.
28. 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
ARPA DEVELOPMENT CONTRACT Page 39
OPG Clifton Riverside Partners, LLC — ARPA Development of PSH Units Rev. 08/16/2023
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.
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
of all 1-9 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 CITY 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.
31. ELECTRONIC SIGNATURES.
This Agreement may be executed by electronic signature, which will be considered
as an original signature for all purposes and have the same force and effect as an original
signature. For these purposes, "electronic signature" means electronically scanned and
transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or
signatures electronically inserted via software such as Adobe Sign.
[SIGNATURES APPEAR ON NEXT PAGE]
ARPA DEVELOPMENT CONTRACT Page 40
OPG Clifton Riverside Partners, LLC — ARPA Development of PSH Units Rev. 08/16/2023
Executed effective as of the date signed by the Assistant City Manager below.
ACCEPTED AND AGREED:
City: DEVELOPER:
OPG CLIFTON RIVERSIDE PARTNERS, LP,
a Texas limited partnership
By:
Name: Fernando Costa
Title: Assistant City Manager
Date: Auaust 17. 2023
By: Clifton Riverside GP, LLC,
a Texas limited liability company,
its general partner
By: Fort Worth Housing Finance
Corporation, a Texas public nonprofit
housing finance corporation, its sole
manager
By:
Victor T. Turner, Assistant General Manager
Date: August 17, 2023
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended:
By:
Name: Victor T. Turner
Title: Director, Neighborhood Services
Department
Approved as to Form and Legality:
By:
Name: Leslie L. Hunt
Title: Senior Assistant City Attorney
Contract Authorization:
M&C: M&C 22-0456
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Contract Compliance Manager:
By signing I acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including
ensuring all performance and reporting
requirements.
. t , %Y
By: Chad LaRoaue (Aue 17. 202316:17 CDT
Name: Chad LaRoque
Title: Housing Development and Grants
Manager
4.�4UOUQIl
pO�FORr�aa
City Secretary: ��o °° 00 $
Ovo a=o
o
'a a°° *9
By:
V A .,�smxs Oaa� nEaA54ap
Name: Jannette S. Goodall
Title: City Secretary
ARPA DEVELOPMENT CONTRACT Page 41
OPG Clifton Riverside Partners, LLC —ARPA Development of PSH Units Rev. 08/16/2023
EXHIBITS:
Exhibit "A" — Project Summary and Scope of Work
Exhibit "A-1" — Project Map and Site Map
Exhibit "B" — Budget
Exhibit "C" — Construction and Reimbursement Schedule
Exhibit "D" — Audit Requirements
Exhibit "E" — Loan Documents
Exhibit "F" — Reimbursement Forms
Exhibit "G" — Documentation of ARPA Requirements
Exhibit "H" — Intentionally Deleted
Exhibit "I" — Intentionally Deleted
Exhibit "J" — Standards for Complete Documentation
Exhibit "K" - Intentionally Deleted
Exhibit "L" — Intentionally Deleted
Exhibit "M" — Permanent Supportive Housing Requirements
Exhibit "M-1" — Requirements for Permanent Supportive Housing Case Management
Exhibit "M-2" — Case Management Standards
Exhibit "M-3" — Performance Reports
266646980
ARPA DEVELOPMENT CONTRACT Page 42
OPG Clifton Riverside Partners, LLC — ARPA Development of PSH Units Rev. 08/16/2023
EXHIBIT "A"
PROJECT SUMMARY AND SCOPE OF WORK
CLIFTON RIVERSIDE
Capitalized terms not defined herein shall have meanings assigned to them in the Contract.
PROJECT DESCRIPTION:
Developer will use American Rescue Plan Act ("ARPA") funds for the development of 8
permanent supportive housing ("PSH") units to be located at Clifton Riverside Apartments, an
affordable and market rate housing development. The project will have a total of approximately
94 units. There will be 15 market rate units and 79 units set aside for households earning 30-60
percent of Area Median Income (AMI). Of the affordable units, 8 are set aside as PSH units secured
with project -based vouchers from Fort Worth Housing Solutions. The development will consist of
28 one -bedroom, 46 two -bedroom, and 20 three -bedroom units with community and activity space
including a children's play area, and business and fitness centers.
Clifton Riverside Apartments is located at 2406 and 2412 East Belknap, Fort Worth, TX 76111.
SCOPE OF WORK:
The ARPA funds are to be used to support the construction of 8 PSH units within Clifton
Riverside Apartments. These units are to be indistinguishable in unit amenities and finishes
from the other affordable and market rate units.
Developer will be entitled to submit Reimbursement Requests until 60 days after the Completion
Deadline.
SPECIFIC PURPOSE:
The specific purpose of this project is to benefit chronically homeless individuals with
disabilities and their families by providing them with affordable housing.
PROJECT OBJECTIVES:
The project will support the need for the construction of 79 affordable housing units: 32 units will
be set aside for households earning 50% or less of area median income (AMI), 37 units for
households earning 60% or less of AMI with another 10 units set aside for households earning 0-
30% of AMI. Of the 0-30% of AMI units, 8 units will be set aside as PSH.
ARPA DEVELOPMENT CONTRACT — EXHIBITS Page 1
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EXHIBIT "A-1"
PROJECT MAP AND SITE MAP
ARPA DEVELOPMENT CONTRACT — EXHIBITS Page 2
OPG Clifton Riverside Partners, LP — ARPA Development of PSH Units Rev. 08/16/2023
Source # Funding Description
1 Conventional Loan
2 Equity
EXHIBIT "B"
BUDGET
CLIFTON RIVERSIDE
SOURCES AND USES
Priority Construction
of Lien Financing
1st $9,491,500
2nd $15, 005,999
3 FWHFC Funds 3rd $1,000,000
American Rescue Plan
4 Act (ARPA) Funds 4th $1,000,000
5 Deferred Developer Fee 5th $729,751
TOTAL SOURCES OF FUNDS
TOTAL USES OF FUNDS
Permanent
Financing
Financing Participants
$9,491,500
Legacy Bank & Trust
RSEP Holding, LLC, a
Delaware limited liability
$15,005,999
company
Fort Worth Housing
Finance Corporation
$1,000,000
(FWHFC)
$1,000,000
City of Fort Worth
OPG Clifton Riverside
$729,751
Partners, LP
$28,178,305 $28,178,305
$28,178,305
ARPA FUNDS BUDGET
Land Acquisition and Pre -Development Costs $1,000,000.00
TOTAL $4,000,000.00
ARPA DEVELOPMENT CONTRACT — EXHIBITS Page 3
OPG Clifton Riverside Partners, LP — ARPA Development of PSH Units Rev. 08/16/2023
EXHIBIT "C"
CONSTRUCTION AND REIMBURSEMENT SCHEDULE
CLIFTON RIVERSIDE
Activity
ARPA Funds
PHASE I
ACTIVITIES:
Land Acquisition and Pre -Development Costs*
Prior to Reimbursement in Phase I, Developer must
PHASE I
submit the contractor/subcontractor/vendor searches
COMPLETE by:
under the Federal System for Award Management
$950,000.00
August 31.2023
(www.sam.gov).
First Payment** (disbursed at closing)***
PHASE II
Development Costs*
ACTIVITIES:
Prior to Reimbursement in Phase II, Developer must
PHASE II
submit the contractor/subcontractor/vendor searches
COMPLETE by:
under the Federal System for Award Management
$50,000.00
December 31, 2024
(www.sam.gov).
Second Payment** (approx. 100% complete)***
TOTAL
$1,000,000.00
*Developer will only be reimbursed for eligible expenses. The amounts are estimates and are
subject to change.
**Developer must submit Complete Documentation with Reimbursement Request within 60 days
from each of the abovementioned deadlines in order to be reimbursed. Failure to timely submit
Reimbursement Requests and Complete Documentation along with any required reports shall be
an event of default.
* * *If milestone is reached before the Phase completion date, reimbursement will be made when
the milestone percentage is reached and the City is provided all required documentation.
ARPA DEVELOPMENT CONTRACT — EXHIBITS Page 4
OPG Clifton Riverside Partners, LP — ARPA Development of PSH Units Rev. 08/16/2023
EXHIBIT "D"
AUDIT REQUIREMENTS
CLIFTON RIVERSIDE
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
ARPA DEVELOPMENT CONTRACT — EXHIBITS Page 5
OPG Clifton Riverside Partners, LP — ARPA Development of PSH Units Rev. 08/16/2023
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 Internal Audit Department
within the required timeframe:
Due 60 days after manization's fiscal vear end in the vear that the nroiect was comb_ leted: (required for
all subrecinients).
Completed Audit Certification Form
Due within the earlier of 30 days after receipt of the auditor's reb_ ort 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-
6141.
ARPA DEVELOPMENT CONTRACT — EXHIBITS Page 6
OPG Clifton Riverside Partners, LP — ARPA Development of PSH Units Rev. 08/16/2023
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.
ARPA DEVELOPMENT CONTRACT — EXHIBITS Page 7
OPG Clifton Riverside Partners, LP — ARPA Development of PSH Units Rev. 08/16/2023
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 Worth Neighborhood Services Department within 60 days after the end of your fiscal year.
ARPA DEVELOPMENT CONTRACT — EXHIBITS Page 8
OPG Clifton Riverside Partners, LP — ARPA Development of PSH Units Rev. 08/16/2023
EXHIBIT "E"
LOAN DOCUMENTS CLIFTON RIVERSIDE
PROMISSORY NOTE - ARPA FUNDS
LEASEHOLD DEED OF TRUST - ARPA FUNDS
ARPA DEVELOPMENT CONTRACT — EXHIBITS Page 9
OPG Clifton Riverside Partners, LP — ARPA Development of PSH Units Rev. 08/16/2023
PROMISSORY NOTE
FOR PERMANENT SUPPORTIVE HOUSING (PSH)
Date: August _, 2023
Borrower: OPG Clifton Riverside Partners, LP, a Texas limited partnership
Borrower's Mailing Address:
Attention: Matthew Gillam
OPG Clifton Riverside Partners, LP
254 North Santa Fe Avenue, Suite P
Salina, Kansas 67401
Telephone: 913-396-6310
Email Address: matt(o_),overlandDa.a
Copy to:
Attention: Jon Peterson
Winthrop & Weinstine, P.A.
225 S. 6th Street, Suite 3500
Minneapolis, Minnesota 55402
Telephone: 612-604-673 6
Email Address: iDeterson()winthrot
Lender: City of Fort Worth, Texas, a
Adlbk
Place for Payment:
CIO Assistant Director of Neighborhood Services Department
200 Texas St.
Fort Worth, Tarrant County, TX 76102
or at any other place that Lender may designate in writing
Principal Amount:
$1,000,000.00
Loan Authority:
The loan evidenced by this Note (the "Loan") is being made pursuant to grant monies from
the United States Department of the Treasury ("Treasury") under Section 603(c)(1)(A) of
Title VI of the Social Security Act with Non -Revenue Recovery Funds for the development
of 8 permanent supportive housing units as part of an affordable housing development
known as Clifton Riverside Apartments, as more fully described in Contract No. 59677
between Borrower and Lender.
Annual Interest Rate: 0%
Maturity Date: The termination of the Affordability Period as defined in City Secretary
Contract No 59677 between Borrower and Lender for the ARPA funds (the
"Contract").
PROMISSORY NOTE — ARPA FUNDS Page 1
OPG Clifton Riverside Partners, LLC — Development of Permanent Supportive Housing Units Rev. 08/16/2023
Annual Interest Rate on Matured, Unpaid Amounts: 6%
Terms of Payment (principal and interest):
Capitalized terms not defined herein shall have meanings assigned to them in the Contract.
This Note shall be repayable upon the earlier to occur of (i) 20 years from the date hereof
or (ii) or if Borrower does not comply, after the expiration of any notice and cure period,
as applicable, with the terms of the Contract, the requirements of the ARPA Regulations,
or the terms of this Note and any instrument evidencing or securing4retion,
oan (collectively,
the "Loan Documents"). The Lender, in its sole and absolute may review
various factors it deems applicable, and determine whether th n may remain payable
in accordance with the terms herein, or forgivable.
This Note is the Note required in the Contract and Teen executed and delivered in
accordance with its terms. The funds advanced ender are ARPA funds and the
Contract requires that the funds be used for the co struction of 8 permanent supportive
housing units in support of an affordable housing development known as Clifton Riverside
Apartments ("Project") and that Clifton Riverside Apartments provide affordable housing
opportunities for the 20-year Affordability Period, as more particularly defined in the
Contract.
Borrower shall fulfill the following ARPA Requirements as more particularly described in
the Contract:
r
1. Construct eight (8) permanent supportive housing ("PSH") units in support of
the development of Clifton Riverside Apartments.
2. During the Affordability Pe o
a. operate Clifton Riverside Apartments as an affordable housing development
as described in the Contract; and
b. provide 8 PSAnits along with the required supportive services;
C. com ith all applicable provisions of the ARPA Regulations;
d. comply with all requirements and obligations in the Contract.
The Loan evidenced by this Note and the obligations described in the Contract pertaining
to the ARPA Regulations will be in default and the Principal Amount and any other sums
due hereunder may be declared immediately payable (after the expiration of any applicable
notice and cure period) if Borrower does not comply with the ARPA Requirements and all
other requirements in the Contract during the 20-year Affordability Period, all as more
particularly described in the Contract. In the event of such default, which exists after the
expiration of any applicable notice and cure period, Lender may invoke any remedies
provided in the Contract or the Deed of Trust for default.
PROMISSORY NOTE — ARPA FUNDS Page 2
OPG Clifton Riverside Partners, LLC — Development of Permanent Supportive Housing Units Rev. 08/16/2023
Security for Payment:
This Note is secured by a Leasehold Deed of Trust Security Agreement — Financing
Statement of even date from Borrower to Leslie Hunt, Trustee, or Denis McElroy, Trustee,
which covers the leasehold interest in the following real property:
Leasehold interest in the following described Property which was created pursuant
to that certain Ground Lease dated as of August _, 2023, by and between Fort Worth
Housing Finance Corporation ("Landlord") and Borrower, an a Memorandum of
Ground Lease which was recorded on or about the date hereof dising the Property:
Tract 1.
Lot 1R, Block 1 TRINITY RIVER ADDITION (Replat), a subdivision in Fort Worth,
Tarrant County, Texas according to the plat thereof recorded in Document No.
D223113563 Official Public Records, Tarrant County, Texas.; and
Tract 2.
Easement for fencing, parking and landsca identified as `Boundary Easement"
located in, over and along that certain strip o nd fifteen (15) in width out of Lot 1
Block 1 TRINITY RIVER ADDITION, an addition to the City of Fort Worth,
Tarrant County, Texas according to the plat of said addition recorded in Cabinet B
Slide 2904, Plat Records, Tarrant County, Texas, as said strip of land is further
described on Exhibit 1 of Special Warranty Deed dated March 8, 2023 recorded in
Document No. D223039846 Official Public Records, Tarrant County, Texas,
reference to which is hereby made for all purposes including the incorporation
herein of said descriptions by references
(collectively, t roperty"). �e,
Other Securitv fncPavme As set forth in the Loan Documents
Borroirer pro to pa e order of Lender the Principal Amount as described herein,
and this Note is payable'at the PlalWor Payment and according to the Terms of Payment. All
unpaid amounts are due by the Maturity Date. After maturity, Borrower promises to pay any
unpaid principal balance plus interest at the Annual Interest Rate on Matured, Unpaid Amounts.
If Borrower defaults in the payment of this Note or in the performance of its obligations
under the Contract or the ARPA Regulations or any other obligation in any instrument securing or
collateral to this Note beyond any applicable notice and cure period, Lender may declare the unpaid
principal balance, earned interest, and any other amounts owed on the Note immediately due and
payable. Borrower and each surety, endorser, and guarantor waive all demand for payment,
presentation for payment, notice of intention to accelerate maturity, notice of acceleration of
maturity, protest, and notice of protest, to the extent permitted by law.
Notwithstanding anything to the contrary, if a monetary event of default occurs under the
PROMISSORY NOTE — ARPA FUNDS Page 3
OPG Clifton Riverside Partners, LLC — Development of Permanent Supportive Housing Units Rev. 08/16/2023
terms of any of the Loan Documents, prior to exercising any remedies Lender shall give Borrower
written notice of such default. Borrower shall have a period of 7 days after such notice is given within
which to cure the default prior to exercise of remedies by Lender under the Loan Documents.
Notwithstanding anything to the contrary, if a non -monetary event of default occurs under the terms
of any of the Loan Documents, prior to exercising any remedies, Lender shall give Borrower written
notice of such default. If the default is reasonably capable of being cured within 30 days, Borrower
shall have such period to effect a cure prior to exercise of remedies by Lender under the Loan
Documents. If the default is such that it is not reasonably capable of being cured within 30 days, and
if Borrower (i) initiates corrective action within said period, and (ii) diliger&continually, and in
good faith works to effect a cure as soon as possible, then Borrower shall haw such additional time
as is reasonably necessary to cure the default prior to exercise of any remedies by Lender. In no event
shall Lender be precluded from exercising remedies if its security becomes or is about to become
materially jeopardized by any failure to cure a default or the default is not cured within 180 days after
the first notice of default is given.
If a default occurs hereunder and Lender gives Borrower written notice of such default,
Lender shall also send a copy of such notice at the same time and ih the same manner to RSEP
Holding, LLC, its successors or assigns, the limited partner of the Borrower (the "Limited Partner")
at the following address: c/o Red Stone Equity Partners, LLC, 90 Park Avenue, 28th Floor, New
York, NY 10016 Attention: General Counsel & President, with a copy to Nixon Peabody LLP,
Exchange Place 53 State Street, Boston, MA 02109, Attention: Roger Holmes ("Limited Partner"),
and Legacy Bank & Trust Company, a construction and permanent lender of the Borrower ("Senior
Lender") at the following address: 3250 East Sunshine, Springfield, Missouri 65804, attention: Eric
Leonard, with a copy to Po^to
E. Las Olas Blvd., Suite 2250B, Ft. Lauderdale, FL 33301,
Attention: Shawn Whitney
Borrower also proeasonable attpmey's fees and court and other costs if this
Note is placed in the hands of an attorney to collect or enforce the Note. These expenses will bear
interest from the date of advance at the Annual Interest Rate on Matured, Unpaid Amounts.
Borroie
y Lender these expenses and interest on demand at the Place for Payment. These
expencrest will become part of the debt evidenced by the Note and will be secured by
any sepayment.,
n the debt evidenced by this Note will not exceed the maximum rate or amount
of non -usurious interest that may be contracted for, taken, reserved, charged, or received under
law. Any interest in excess of that maximum amount will be credited on the Principal Amount or,
if the Principal Amount has been paid, refunded. On any acceleration or required or permitted
prepayment, any excess interest will be canceled automatically as of the acceleration or
prepayment or, if the excess interest has already been paid, credited on the Principal Amount or,
if the Principal Amount has been paid, refunded. This provision overrides any conflicting
provisions in this Note and all other instruments concerning the debt.
Each Borrower is responsible for all obligations represented by this Note.
When the context requires, singular nouns and pronouns include the plural.
PROMISSORY NOTE — ARPA FUNDS Page 4
OPG Clifton Riverside Partners, LLC — Development of Permanent Supportive Housing Units Rev. 08/16/2023
If any installment or other payment becomes overdue for more than 15 days, at Lender's
option a late payment charge of 5% of the amount then due may be charged in order to defray the
expense of handling the delinquent payment.
Subject to any cure periods provided in any relevant loan documents, if there is a default
in payment of any part of principal or interest of any loan made by the City of Fort Worth or the
Fort Worth Housing Finance Corporation ("FWHFC") that is included in the Contract and requires
Borrower to comply therewith, or a breach of any covenants contained in any of the same, the debt
evidenced by this Note will immediately become payable at the option of der.
A default exists under this Note if (1) Borrower fails to time y pay or perform any
obligation or covenant in any written agreement between Lender and Borrower; (2) any warranty,
covenant, or representation in this Note or in any other written agreement between Lender and
Borrower is materially false when made; (3) a receiver is appointed for Borrower or any property
on which a lien or security interest is created as security (the "Collateral Security") for any part
of this Note; (4) any Collateral Security is assigned for the benefit of creditors other than the
holder(s) of the Senior Indebtedness; (5) a bankruptcy or insolvency Proceeding is commenced by
Borrower; (6) (a) a bankruptcy or insolvency proceeding is commenced against Borrower and (b)
the proceeding continues without dismissal for 120 days; the party against whom the proceeding
is commenced admits the material allegations of the petition against it, or an order for relief is
entered; (7) any of the following parties is dissolved, begins to wind up its affairs, is authorized to
dissolve or wind up its affairs by its governing body or persons, or any event occurs or condition
exists that permits the dissolution or winding up of the affairs of Borrower; and (8) any Collateral
Security is materially impaired by loss, theft, damage, levy and execution, issuance of an official
writ or order of seizure, or destruction, unless it is promptly replaced with insurance proceeds,
collateral security of like kind and quality or restored to its former condition.
The execution Ind delivery of this Note ar�quired under the Contract.
F
If any provision of this Note conflicts with any provision of the Contract, the Deed of Trust
or any other document evidencing the same transaction between Lender and Borrower, the
provisions of the Contract will govern to the extent of the conflict.
This Note will be construed under the laws of the state of Texas without regard to
choice -of -law rules of any jurisdiction.
The indebtedness evidenced by this Note is and shall be subordinate in right of payment to
the prior payment in full of the indebtedness evidenced by those certain Promissory Note
(Construction) by Borrower in favor of Senior Lender in the original principal amount of [Twenty -
One Million One Hundred Fifty -Three Thousand Six Hundred Seventy -Nine] and 00/100 Dollars
($[21,153,679].00), and that certain Promissory Note (Term Only) by Borrower in favor of Senior
Lender in the original principal amount of Ten Million Two Hundred Forty -Eight Thousand Three
Hundred and 00/100 Dollars ([$10,248,300.00].00) (collectively, the "Senior Notes") and that
certain Promissory Note by Borrower in favor of the FWHFC in the original principal amount of
One Million and 00/100 Dollars ($1,000,000.00) (the "FWHFC Note"). The Deed of Trust
securing this Note is and shall be subject and subordinate in all respects to the liens, terms,
PROMISSORY NOTE — ARPA FUNDS Page 5
OPG Clifton Riverside Partners, LLC — Development of Permanent Supportive Housing Units Rev. 08/16/2023
covenants and conditions of that certain Leasehold Deed of Trust, Assignment of Rents, Security
Agreement and Fixture Filing (Construction to Permanent Loan) by the Borrower in favor of John
T. Duncan III, as trustee, for the benefit of the Senior Lender dated on or about the date hereof.
The rights and remedies of the Lender and each subsequent holder of this Note under the Deed of
Trust securing this Note are subject to the restrictions and limitation set forth in the Master
Subordination Agreement. Each subsequent holder of this Note shall be deemed, by virtue of such
holder's acquisition of this Note, to have agreed to perform and observe all of the terms, covenants
and conditions to be performed or observed by the " [ I Lender" named under the Master
Subordination Agreement dated on or about the date hereof.
Notwithstanding anything to the contrary contained herein, Lenderagrees that any cure
of a default made or tendered by RSEP Holding, LLC, a Delaware limited liability company,
and its permitted successors and assigns (the "Limited Partner') shall be deemed to be a cure
by the Borrower, and shall be accepted or rejected on the same basis as if such cure were made
or tendered by the Borrower, provided, however, it is expressly understood that such Limited
Partner shall be under no obligation to make or tender such cure.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
J
PROMISSORY NOTE — ARPA FUNDS Page 6
OPG Clifton Riverside Partners, LLC — Development of Permanent Supportive Housing Units Rev. 08/16/2023
THE CONTRACT, THE NOTE AND THE DEED OF TRUST CONSTITUTE THE
FINAL AGREEMENT OF THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.
OPG CLIFTON RIVERSIDE PARTNERS, LP,
a Texas limited partnership
By: Clifton Riverside GP, LLC,
a Texas limited liability company,
its general partner
By: Fort Worth Housing Finance Cor)
a Texas public nonprofit housing
its sole manager
Victor T. Turner, Assistant General Manager
26664590v4
PROMISSORY NOTE — ARPA FUNDS Page 7
OPG Clifton Riverside Partners, LLC — Development of Permanent Supportive Housing Units Rev. 08/16/2023
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL
PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE
FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS
AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN
THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR
DRIVER'S LICENSE NUMBER.
Leasehold Deed of Trust
Security Agreement - Financing Stateme
ARPA Funds
Terms
Date: August , 2023
Grantor: OPG Clifton Riverside Partners, LP, a Texas limited partnership
Grantor's Mailing Address:
Attention: Matthew Gillam
OPG Clifton Riverside Partners, LP
254 North Santa Fe Avenue, Suite A
Salina, Kansas 67401
Telephone: 913-396-6310
Email Address: matt ove landDe.com
Copy to:
Attention: Jon Peterson
Winthrop & Weinstine, P.A. i►
225 S. 6th Street, Suite 3500
Minneapolis, Minnesota 55402
Telephone: 612jeters*4-6
Trfmail Address: inthron.com
se.- Leslie Hunt or Denis McElroy
Trustee's Mailing Address:
City Attorney's Office
City of Fort Worth
200 Texas St.
Fort Worth, TX 76102
Tarrant County
Lender: City of Fort Worth, a Texas municipal corporation
Lender's Mailing Address:
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OPG Clifton Riverside Partners, LLC — ARPA Development of PSH Units Rev. 08/16/2023
City of Fort Worth
Neighborhood Services Department
Attention: Assistant Director
200 Texas Street
Fort Worth, Texas 76102
Tarrant County
Deed of Trust: means this Leasehold Deed of Trust Security Agreement — Financing
Statement.
Loan Authority:
The loan evidenced by this Deed of Trust (the "Loan") isbeing made pursuant to
grant monies from the United States Department of the Treasury ("Treasury")
under Section 603(c)(1)(A) of Title VI of the Social Security Act with Non -
Revenue Recovery Funds for the development of 8 PSH units in support of an
affordable housing development known as Clifton Rive side Apartments, as more
fully described in Contract No. 59677 between Grant d Lender.
Obligations
Note
Date: August , 2023
Original Principal Amount: $1,000,000.00
Borrower: OPG Clifton Riverside Partners, LP
Lender: City of Fort Worth
Terms of Payment: As provided in the Note
Maturity Date: As described therein and in the Contract (as defined
below)
In addition, bligations shah compliance by Grantor with the ARPA
In additionibligations s
requirements more particularly described in Section F. below.
Propcludin y imprq&nents):
Leasehold interest in tRe following described Property which was created
pursuant to that certain Ground Lease dated as of August [_], 2023, by and
between Fort Worth Housing Finance Corporation ("Landlord") and
Grantor, and a Memorandum of Ground Lease which was recorded on or
about the date hereof demising the Property:
Tract 1. Lot 1R, Block 1 TRINITY RIVER ADDITION (Replat), a subdivision in
Fort Worth, Tarrant County, Texas according to the plat thereof recorded in
Document No. D223113563 Official Public Records, Tarrant County, Texas.
Tract 2. Easement for fencing, parking and landscaping identified as "Boundary
Easement" located in, over and along that certain strip of land fifteen (15) in width
out of Lot 1 Block 1 TRINITY RIVER ADDITION, an addition to the City of Fort
Worth, Tarrant County, Texas according to the plat of said addition recorded in
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OPG Clifton Riverside Partners, LLC — ARPA Development of PSH Units Rev. 08/16/2023
Cabinet B Slide 2904, Plat Records, Tarrant County, Texas, as said strip of land is
further described on Exhibit 1 of Special Warranty Deed dated March 8, 2023
recorded in Document No. D223039846 Official Public Records, Tarrant County,
Texas, reference to which is hereby made for all purposes including the
incorporation herein of said descriptions by reference.
Together with the following personal property:
All fixtures, supplies, building materials, and other goods of every nature
now or hereafter located, used, or intended to b<ea or used on the
Property;
All plans and specifications for developmenconstruction of
improvements on the Property;
All contracts and subcontracts relating to the conimprovements
on the Property;
All accounts, contract rights, instrume ocuments, gene angibles,
and chattel paper arising from or b e of a y transaction ting to
the Property;
All permits, licenses, franchises, ce to other rights and privileges
obtained in connection with the Prope
All proceeds payable or to be payable r each policy of insurance
relating to the Property; and
All products and proceeds of the foregoing.
Notwithstanding any other provision in this Deed 74frust, the term "Property" does
not include pers nal effects used primarily for personal, family, or household
purposes.
In addition ating a deed -of -trust lien on the Property described, Grantor also
grants to Len er a security interest in all of the above -described personal property
pursuant to and to the extent permitted by the Texas Uniform Commercial Code.
Prior Liens: -4
The lien created by this DBed of Trust is and shall be subject and subordinate in all
respects to the liens, terms, covenants and conditions of. (i) the Leasehold Deed of
Trust, Assignment of Rents, Security Agreement and Fixture Filing (Construction
to Permanent Loan) by the Grantor in favor of John T. Duncan III, as trustee, for
the benefit of the Legacy Bank & Trust Company ("Senior Lender") which secures
that certain Promissory Note (Construction) by Grantor in favor of Senior Lender
in the original principal amount of [Twenty -One Million One Hundred Fifty -Three
Thousand Six Hundred Seventy -Nine] and 00/100 Dollars ($[21,153,679].00) and
that certain Promissory Note (Term Only) by Borrower in favor of Senior Lender
in the original principal amount of Ten Million Two Hundred Forty -Eight
Thousand Three Hundred and 00/100 Dollars ([$10,248,300.00].00) (collectively,
the "Senior Indebtedness") and that certain Promissory Note by Borrower in favor
of the FWHFC in the original principal amount of One Million and 00/100 Dollars
($1,000,000.00) (the "FWHFC Note"). The Deed of Trust securing this Note is and
LEASEHOLD DEED OF TRUST — ARPA FUNDS Page 3
OPG Clifton Riverside Partners, LLC — ARPA Development of PSH Units Rev. 08/16/2023
shall be subject and subordinate in all respects to the liens, terms, covenants and
conditions of that certain Leasehold Deed of Trust, Assignment of Rents, Security
Agreement and Fixture Filing (Construction to Permanent Loan) by the Borrower
in favor of John T. Duncan III, as trustee, for the benefit of the Senior Lender dated
on or about the date hereof. The rights and remedies of the Lender and each
subsequent holder of this Note under the Deed of Trust securing this Note are
subject to the restrictions and limitation set forth in the Master Subordination
Agreement. Each subsequent holder of this Note shall be deemed, by virtue of such
holder's acquisition of this Note, to have agreed to perform an bserve all of the
terms, covenants and conditions to be performed or obse y the
Lender" named under the Master Subordination Agreem ted on or about the
date hereof.
Subject to the terms of the Senior Loan Documents, if default occurs in payment
of any part of principal or interest of the Senior Indebtedness after the expiration of
any applicable notice and cure period, or in observance of any covenants contained
in the Senior Loan Documents after the expiration of ew
plicable notice and cure
period, the entire debt secured by this Deed ofll immediately become
payable at the option of Lender.
Other Exceptions to Conveyance and Warranty:
Validly existing easements, rights of way, and prescriptivvrights, whether of record
or not; all presently recorded and validly existing restrictions, reservations,
covenants, conditions, oil and gas leases, mineral interests, and water interest
outstanding in persons other than Grantor, and other instruments, other than
conveyances of the surface fee estate and leasehold estate, that affect the Property;
validly existing,rights of adjoining owners in any walls and fences situated on a
common b1ound4ry; any discrepancies, conflicts or shortages in area or boundary
lines; any encroachments or overlapping of improvements.
For value received a secure performance of the Obligations, Grantor conveys
the Property to Trustee in t rantor warrants and agrees to defend the title to the
Property, subject to the Other E eptions to Conveyance and Warranty. On performance
of the Obligations, including payment of the Loan and all other amounts secured by this
Deed of Trust and performance of the terms of the Loan Documents and the requirements
of the ARPA Program, this Deed of Trust will have no further effect, and Lender will
release it at Grantor's expense.
Clauses and Covenants
A. Grantor's Obligations
Grantor agrees to-
1. defend title to the Property subject to the Other Exceptions to Conveyance
and Warranty and preserve the lien's priority as it is established in this Deed of Trust;
LEASEHOLD DEED OF TRUST — ARPA FUNDS Page 4
OPG Clifton Riverside Partners, LLC — ARPA Development of PSH Units Rev. 08/16/2023
2. obey all laws, ordinances, and restrictive covenants applicable to the
Property;
3. maintain all insurance coverages with respect to the Property, revenues
generated by the Property, and operations on the Property that Lender reasonably requires
("Required Insurance Coverages"), issued by insurers and written on policy forms
acceptable to Lender, and deliver evidence of the Required Insurance Coverages in a form
acceptable to Lender at least 10 days before the expiration of the Required Insurance
Coverages.
4. keep any buildings occupied as required by equired Insurance
Coverages; '4
5. if the lien of this Deed of Trust is not a first lien, pay or cause to be paid all
prior lien notes pursuant to their respective terms and bide by or cause to be abided by all
prior lien instruments; and
1
6. notify Lender in writing of any cha f address.
Grantor agrees not to-
t. do or intentionally or wingly permit anything to be done, after the
completion of construction of the Proje at will materially impair the security of this
Deed of Trust.
B. Lender's Rights
1. Lender or Lender's mortgage servicer may appoint in writing a substitute
trustee, succeeding to all rights and responsibilities of Trustee.
If tbi.Woceeds of the Loan are used to pay any debt secured by prior liens,
Lender subrogate o all the r*s and liens of the holders of any debt so paid.
3. Notwithstanding the terms of the Note to the contrary, and unless applicable
law prohibits, all payments received by Lender from Grantor with respect to the
Obligations or this Deed of Trust may, at Lender's discretion, be applied first to amounts
payable under this Deed of Trust and then to amounts due and payable to Lender with
respect to the Obligations, to be applied to late charges, principal, or interest in the order
Lender in its discretion determines.
4. If Grantor fails to perform any of Grantor's Obligations under this Deed of
Trust, subject to prior written notice and cure period, Lender may perform those obligations
and be reimbursed by Grantor on demand for any amounts so paid, including reasonable
attorney's fees, plus interest on those amounts from the dates of payment at the rate stated
in the Note for matured, unpaid amounts. The amount to be reimbursed will be secured by
this Deed of Trust.
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OPG Clifton Riverside Partners, LLC — ARPA Development of PSH Units Rev. 08/16/2023
5. If there is a default on the Obligations or if Grantor fails to perform any of
Grantor's Obligations under this Deed of Trust and the default continues after any required
notice of the default and the time allowed to cure, Lender may -
a. declare any unpaid principal balance and any earned interest on the
Obligations immediately due;
b. direct Trustee to foreclose this lien, in which case Lender or Lender's agent
will cause notice of the foreclosure sale to be given as provided by the Texas
Property Code as then in effect; and
c. purchase the Property at any foreclosure sale by offerin the highest bid and
then have the bid credited on the Obligations.
Upon the occurrence of an event of default, th der shall provide written notice to
(i) Legacy Bank &Trust Company, a construc and permanent lender of the Grantor
("Senior Lender") at the following address: 32 t Sunshine, Springfield, Missouri
65804, with a copy to Polsinelli PC, 201 E. Las Ola Blvd., Suite 2250B, Ft. Lauderdale,
FL 33301, Attention: Shawn Whitney; and to (ii) RSEP Holding, LLC, the limited partner
of the Borrower (the "Limited Partner") at the following a4 ss: c/o Red Stone Equity
Partners, LLC, 90 Park Avenue, 28th Floor, New York, NIW016 Attention: General
Counsel & President, with a copy to with a copy to Nixon Peabody LLP, Exchange Place
53 State Street, Boston, MA 02109, Attention: Roger Holmes. The Grantor, Senior
Lenders, and Limited Partner shall have the right, but not the obligation, to cure any such
default within the timeframes provided in the Note. If the Grantor, Senior Lenders, or
Limited Partner fail to timely cure such default, en the Lender shall have all remedies as
are set forth in the'Note and Deed of Trust OL9111erwise at law.
6. Lender may remedy any default without waiving it and may waive any
default ut waiving any prior or subsequent default.
7.
eIf Grantor fails ttierform any of its obligations, covenants, or agreements
unde e Contract, this Deed of Trust or the Senior Loan Documents, Lender may do any
act it deems reasonably necessary to cure such failure. During an event of default, Lender
may enter the Premises with or without notice and do anything that Lender reasonably
deems necessary or prudent to do.
8. If Lender elects to make any payments or do any act or thing required to be
paid or done by Grantor under the Loan documents, any sums advanced by Lender are a
part of the Obligations.
C. Trustee's Rights and Duties
If directed by Lender to foreclose this lien, Trustee will -
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OPG Clifton Riverside Partners, LLC — ARPA Development of PSH Units Rev. 08/16/2023
1. either personally or by agent give notice of the foreclosure sale as required
by the Texas Property Code as then in effect;
2. sell and convey all or part of the Property "AS IS" to the highest bidder for
cash with a general warranty binding Grantor, subject to the Prior Lien and to the Other
Exceptions to Conveyance and Warranty and without representation or warranty, express
or implied, by Trustee;
3. from the proceeds of the sale, pa:
a. expenses of foreclosure.
Trustee;
b. to Lender, the full an
attorney's fees, and other
C. any amounts required by
d. to Grantor, any balance; and
)mmission to
reasonable
nt to Grantor,
4. be indemnified, held harmless, and defended bytender against all costs,
expenses, and liabilities incurred by Trustee for acting in the execution or enforcement of
the trust created by this Deed of Trust, which includes all court and other costs, including
reasonable attorney's fee incurred y Trustee in defense of any action or proceeding taken
against Trustee in that city. ;
D. General Provisions ,10
1. If any of the Property is sold under this Deed of Trust, Grantor must
immedi y surrender possession to the purchaser. If Grantor fails to do so, Grantor will
beco tenant at sufferance of the purchaser, subject to an action for forcible detainer.
2. Recitals in any trustee's deed conveying the Property will be presumed to
be true, absent evidence to the contrary.
lwp� AV
3. Proceeding under this Deed of Trust, filing suit for foreclosure, or pursuing
any other remedy will not constitute an election of remedies.
4. This lien will remain superior to liens later created even if the time of
payment of all or part of the Obligations is extended or part of the Property is released.
5. If any portion of the Obligations cannot be lawfully secured by this Deed of
Trust, payments will be applied first to discharge that portion.
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OPG Clifton Riverside Partners, LLC — ARPA Development of PSH Units Rev. 08/16/2023
6. Grantor assigns to Lender all amounts payable to or received by Grantor
from condemnation of all or part of the Property, from private sale in lieu of condemnation,
and from damages caused by public works or construction on or near the Property. After
deducting any expenses incurred, including reasonable attorney's fees and court and other
costs, Lender will either release any remaining amounts to Grantor or apply such amounts
to reduce the Obligations and any excess proceeds shall be paid to Grantor. Lender will not
be liable for failure to collect or to exercise diligence in collecting any such amounts.
Grantor will immediately give Lender notice of any actual or known threatened
proceedings for condemnation of all or part of the Property.
Notwithstanding the above, in the event of any fire or other casualty to the Property
or eminent domain proceedings resulting in condemnation of the Property or any part thereof,
Grantor shall have the right to rebuild the Property, and to use all available insurance or
condemnation proceeds therefore, provided that (a) such proceeds are sufficient to keep the
Obligations in balance and rebuild the Property in a manner that provides adequate security
to Lender for repayment or performance of the Obligations' or if such proceeds are insufficient
then Grantor shall have funded any deficiency, (b) Lender shall have the right to approve
plans and specifications for any major rebuilding and the right to approve disbursements of
insurance or condemnation proceeds for rebuilding under a construction escrow or similar
arrangement, and (c) no material default then exists under the Loan documents other than
attributable to casualty or condemnation. If the casualty or condemnation affects only part of
the Property and total rebuilding is infeasible, then proceeds may be used for partial rebuilding
and partial repayment of the Obligations in a manner that provides adequate security to Lender
for repayment of the remain lance of the Obligations, and any excess proceeds shall be
paid to Grantor.
7. Grantor ssigns to Lender absolutgly, not only as collateral, all present and
future rent and other income and receipts from the Property. Grantor may as Lender's
licensee collect rent and other income and receipts as long as Grantor is not in default with
respect to the Obligation or this Deed of Trust. Subject to the terms of the Loan documents,
Grantor will applent and other income and receipts to payment of the Obligations and
performance of this lWed of Trqibbut if the rent and other income and receipts exceed the
amount due with respect to the OTligations and the Deed of Trust, Grantor may retain the
excess. If Grantor defaults] in payment or performance of the Obligations or performance
of this Deed of Trust, Lender may terminate Grantor's license to collect rent and other
income and then as Grantor's agent may rent the Property and collect all rent and other
income and receipts. Lender neither has nor assumes any obligations as lessor or landlord
with respect to any occupant of the Property. Lender may exercise Lender's rights and
remedies under this paragraph without taking possession of the Property. Lender will apply
all rent and other income and receipts collected under this paragraph as required by the
Texas Property Code as then in effect. Lender is not required to act under this paragraph,
and acting under this paragraph does not waive any of Lender's other rights or remedies.
8. Interest on the debt secured by this Deed of Trust will not exceed the
maximum amount of non -usurious interest that may be contracted for, taken, reserved,
charged, or received under law. Any interest in excess of that maximum amount will be
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OPG Clifton Riverside Partners, LLC — ARPA Development of PSH Units Rev. 08/16/2023
credited on the principal of the debt or, if that has been paid, refunded. On any acceleration
or required or permitted prepayment, any excess interest will be canceled automatically as
of the acceleration or prepayment or, if already paid, credited on the principal of the debt
or, if the principal of the debt has been paid, refunded. This provision overrides any
conflicting provisions in this and all other instruments concerning the debt.
9. In no event may this Deed of Trust secure payment of any debt that may not
lawfully be secured by a lien on real estate or create a lien otherwise prohibited by law.
10. When the context requires, singular nouns and pronojilfficlude the plural.
11. The term Note includes all extensions, modifi d renewals of the
Note and all amounts secured by this Deed of Trust.
12. Grantor agrees to (a) keep at Granto ddress, or such other place as
Lender may approve, accounts and records reflec he operation of the Property and
copies of all written contracts, leases, and othe ruments that affect the Property; (b)
prepare financial accounting records in complian ith generally accepted accounting
principles consistently applied; and (c), at Lender's re est on reasonable notice from time
to time, permit Lender to examine and make copies of such books, records, contracts,
leases, and other instruments at any reasonable time.
13. Grantor agrees to deliver to4Lender, at Lender's request from time to time,
internally prepared financial statements of GrarAor and any guarantor of the Note prepared
in accordance with gene& lly accepted accounting principles consistently applied, in detail
reasonably satisfactory4FLender and certified to be materially true and correct by the chief
financial officer of Gratitor or its certified public ,accountant, as applicable.
Aeon
14. If Lender orders an appraisal of the Property while a default exists or to
comply with legal requirements affecting Lender, Grantor, at Lender's request, agrees to
reimburse Lender, for the reasonable cost of any such appraisal. If Grantor fails to
reim'e Lender for any such appraisal within 20 days of Lender's written request, that
s a de faifaultfault under this Deed of Trust.
I
Grantor agrees to allow Lender or Lender's agents to enter the Property
during regular business hours upon at least 48 hours prior notice and inspect it and any
personal property in which Lender is granted a security interest by this Deed of Trust.
16. Except for: (i) a transfer of the Limited Partner's interests in the Grantor,
(ii) the removal and replacement of the Developer's general partner by the Limited Partner
or its Class B Limited Partner (as defined in the Partnership Agreement) in accordance
with the terms of the Partnership Agreement and the Ground Lease and (ii) a transfer, sale
or exchange of the Property permitted under the Ground Lease, Grantor may not sell,
transfer, or otherwise dispose of any Property, whether voluntarily or by operation of law,
except for condemnation, to obtain utility easements, or as otherwise permitted in the
Contract, without the prior written consent of Lender. If granted, consent may be
LEASEHOLD DEED OF TRUST — ARPA FUNDS Page 9
OPG Clifton Riverside Partners, LLC — ARPA Development of PSH Units Rev. 08/16/2023
conditioned upon (a) the grantee's integrity, reputation, character, creditworthiness, and
management ability being satisfactory to Lender; and (b) the grantee's executing, before
such sale, transfer, or other disposition, a written assumption agreement containing any
terms Lender may reasonably require, such as a principal pay down on the Obligations, an
increase in the rate of interest payable with respect to the Obligations, a transfer fee, or any
other modification of the Note, this Deed of Trust, or any other instruments evidencing or
securing the Obligations.
Grantor may not cause or permit any Property to be encumbered by any liens,
security interests, or encumbrances other than the liens securing the Obligation, including
the Construction Loan, First Mortgage Loan, and Fort Worth Housing Finance Corporation
Loan, City of Fort Worth Loan, and Sponsor Loan, as each loan is defined in the
Partnership Agreement, and the liens securing ad valorem taxes not yet due and payable
and the Permitted Exceptions without the prior written consent of Lender. If granted,
consent may be conditioned upon Grantor's executing, before granting such lien, a written
modification agreement containing any terms Lender may require, such as a principal pay
down on the Obligations, an increase in the rate of interest payable with respect to the
Obligations, an approval fee, or any other modification of the Note, this Deed of Trust, or
any other instruments evidencing or securing the Obligations. Lender hereby specifically
approves the execution of the proposed Declaration of Land Use Restrictive Covenants
("LURA") which will be executed by Grantor on the form required by the Texas
Department of Housing and Community Affairs ("TDHCA"). Approval of the LURA shall
be reflected by Lender's execution of the form of Consent and Subordination of Lienholder
which is required by the T
Grantor may not grant any lien, security interest, or other encumbrance (a
"Subordinate Instrument") covering the Property that is subordinate to the liens created
by this Deed of Trust without the prior written consent of Lender. If granted, consent may
be conditioned upon the Subordinate Instrument's containing express covenants to the
effect that--�
the Subordinate Instrument is unconditionally subordinate to this
Deed of Trust;
b. if any action is instituted to foreclose or otherwise enforce the
VSubordinate Instrument, no action may be taken that would
erminate any occupancy or tenancy without the prior written
consent of Lender, and that consent, if granted, may be conditioned
in any manner Lender determines;
rents, if collected by or for the holder of the Subordinate Instrument,
will be applied first to the payment of the Obligations then due and
to expenses incurred in the ownership, operation, and maintenance
of the Property in any order Lender may determine, before being
applied to any indebtedness secured by the Subordinate Instrument;
LEASEHOLD DEED OF TRUST — ARPA FUNDS Page 10
OPG Clifton Riverside Partners, LLC — ARPA Development of PSH Units Rev. 08/16/2023
d. written notice of default under the Subordinate Instrument and
written notice of the commencement of any action to foreclose or
otherwise enforce the Subordinate Instrument must be given to
Lender concurrently with or immediately after the occurrence of any
such default or commencement; and
e. in the event of the bankruptcy of Grantor, all amounts due on or with
respect to the Obligations and this Deed of Trust will be payable in
full before any payments on the indebtedne secured by the
Subordinate Instrument.
Grantor may not cause or permit any of the following events to occur without the
prior written consent of Lender: if Grantor is (a) a corporation, the dissolution of the
corporation or the sale, pledge, encumbrance, or assignment of any shares of its stock; (b)
a limited liability company, the dissolution of the company or the sale, pledge,
encumbrance, or assignment of any of its membership interests- (c) a general partnership
or joint venture, the dissolution of the partnership or ve or the sale, pledge,
encumbrance, or assignment of any of its partnership or jo t venture interests, or the
withdrawal from or admission into it of any general partner or joint venturer; or (d) a
limited partnership, (1) the dissolution of the partnership, (2) the sale, pledge,
encumbrance, or assignment of any of its general partnership interests, or the withdrawal
from or admission into it of any general partner, except for the removal and replacement
of the general partner by RSEP Holding, LLC, a Delaware limited liability company, and
its permitted successors and assigns in accordance with the terms of the Grantor's
Amended and Restated Agreement of Limited Partnership Agreement dated as of [August
2023 ("Partnership Agreement"), or (3) except for a limited partnership interest in a
low income housing project, the withdrawal frorp or admission into it of any controlling
limited partner or partners. If granted, consent may be conditioned upon (a) the integrity,
reputation, character, creditworthiness, and management ability of the person succeeding
to the ownership interest in Grantor (or security interest in such ownership) being
reasonably,satisfa,qtory to Lender; and (b) the execution, before such event, by the person
succeeding to the interest of Gr4&r in the Property or ownership interest in Grantor (or
security interest in such owners ip) of a written modification or assumption agreement
containing such terms as Lender may reasonably require, such as a principal pay down on
the Obligations, an increase in the rate of interest payable with respect to the Obligations,
a transfer fee, or any other modification of the Note, this Deed of Trust, or any other
instruments evidencing or securing the Obligations.
17. Except as otherwise related to the Project, Grantor agrees not to grant any
future lien or security interest in the Property or to permit any future junior encumbrance
to be recorded or any existing or future claim to otherwise become an encumbrance against
the Property other than the proposed LURA, Deed of Trust, and any other lien or security
interest approved in advance by Lender. If an involuntary encumbrance is filed against the
Property, Grantor agrees, within 30 days of actual notice, to either remove the involuntary
encumbrance or insure against it or provide a bond acceptable to Lender against the
involuntary encumbrance.
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OPG Clifton Riverside Partners, LLC — ARPA Development of PSH Units Rev. 08/16/2023
18. This Deed of Trust binds, benefits, and may be enforced by the successors
in interest of all parties.
19. If Grantor and Borrower are not the same person, the term Grantor includes
Borrower.
20. Except as may be specifically stated in this Deed of Trust or the Note,
Grantor and each surety, endorser, and guarantor of the Obligations waive all demand for
payment, presentation for payment, notice of intention to accelerate maturity, notice of
acceleration of maturity, protest, and notice of protest, to the extent permitted by law.
21. Grantor agrees to pay reasonable attorney's fees, trustee's fees, and court
and other actually incurred costs of enforcing Lender's taights under this Deed of Trust if
this Deed of Trust is placed in the hands of an attome4r enforcement.
22. If any provision of this Deed of Trust is determined to be invalid or
unenforceable, the validity or enforceability of any other provision will not be affected.
23. The term Lender includ ny mortgage servicerr for Lender.
24. The debt and the perfon e secured by this Deeec of Trust is a nonrecourse
obligation of Borrower. Neither Borro er nor any other party shall have any personal
liability for repayment of the Loan described in the Contract. The sole recourse of Lender
under the Loan doe
s for repayment of the Loan or performance of any of the
Obligations shall brcise of its right against the security for payment as defined in
the Note.
25. Lenes, notwithsany other provision herein to the contrary,
that in the event of a foreclosure on the Property, that no low-income tenant may be evicted
for the three year period following foreclosure if such eviction would be contrary to the
provisions of Section 42(h)(6)(E) of the Internal Revenue Code of 1986, as amended, and
that this Deed of Trust and the Note are expressly subordinate to this provision.
26. ` This Deed of Trust shall be construed according to Texas law, without
reference to the conflicts of laws principles thereof.
1W
E. Construction Loan Mortgage
1. This Deed of Trust is a "construction mortgage" within the meaning of
Section 9.334 of the Texas Business and Commerce Code. The liens and security interests
created and granted by this Deed of Trust secure an obligation incurred for the construction
or rehabilitation of improvements on land.
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OPG Clifton Riverside Partners, LLC — ARPA Development of PSH Units Rev. 08/16/2023
2. Grantor agrees to comply with the terms, covenants and conditions of City
Secretary Contract No. 59677 between Grantor and Lender (the "Contract") which
requires the Grantor to enter into the Note and this Deed of Trust. All advances made by
Lender under the Contract will be indebtedness of Grantor secured by the liens created by
this Deed of Trust, and such advances are conditioned as provided in the Contract.
3. All amounts disbursed by Lender before completion of the improvements
to protect the security of this Deed of Trust up to the principal amount of the Note will be
treated as disbursements under the Contract. All such amounts will bear interest from the
date of disbursement at the rate stated in the Note, unless collections from Grantor of
interest at that rate would be contrary to applicable law, in which event such amounts will
bear interest at the rate stated in the Note for matured, unpaid amounts and will be payable
on notice from Lender to Grantor requesting payment. 16,
4. From time to time as Lender deems reas t
y necessary to protect Lender's
interests, Grantor will, on request of Lender, execute and deliver to Lender, in such form
as Lender directs but subject to the rights of any senior lien holders, assignments of any
and all rights or claims that relate to the construction of improvements on the Property.
5. In case of breach by Grantor of the terms, covenants and conditions of the
Contract, Lender, at its option, subject to applicable notice, grace and cure periods, with or
without entry on the Property, may (a) invoke any of the rights or Yemedies provided in the
Contract, (b) accelerate the amounts secured by this Deed of Trust and invoke the remedies
provided in this Deed of Trust, or () do both.
F. THIS CONVEYANCE IS MAD D ACCEPTED SUBJECT TO THE
FOLLOWING CONDITIONS AND RES TIONS:
The Note secured by this Deed of Trust is the Note required in the Contract between
Grantor and Lender and has been executed and delivered in accordance with its terms. The
funds advapced by Lender are ARPA funds and the Contract requires the development of
8 permanent supportive housing units as more particularly described in the Contract, in
aceordance with the ARPA Regulations.
Borrower shall fulfill the following ARPA Requirements as more particularly
described in the Contract:
1. ProviOW8 permanent supportive housing (PSH) units in support of the
development of Clifton Riverside Apartments.
2. During the Performance Period,
a. operate Clifton Riverside Apartments as an affordable housing
development as described in the contract;
b. provide 8 PSH units along with the required supportive services;
LEASEHOLD DEED OF TRUST — ARPA FUNDS Page 13
OPG Clifton Riverside Partners, LLC — ARPA Development of PSH Units Rev. 08/16/2023
comply with all applicable provisions of the ARPA Regulations; and
d. comply with all requirements and obligations in the Contract.
The Loan and any sums due under the Note or this Deed of Trust will be in default
and may be declared immediately payable if the Developer does not comply with the
ARPA Requirements or other requirements in the Contract at all times during the 5-year
Performance Period, all as more particularly described in the Contract he event of such
default, Lender may invoke any remedies provided herein or in the act.
This Deed of Trust has also been executed and delivered pursuant to the terms of
the Contract. Grantor agrees to perform each and every obligation set forth in the Contract
and will not permit a default to occur thereunder. Any default in the performance of
Grantor's obligations under the terms of the Contract, the ARPA Regulations shall be
deemed a default in the terms of the Note and Lender may invo e any remedies provided
herein. 4
[REMAINDER OF PAGWTENTIONALLY LEFT BLANK]
!i
LEASEHOLD DEED OF TRUST — ARPA FUNDS Page 14
OPG Clifton Riverside Partners, LLC — ARPA Development of PSH Units Rev. 08/16/2023
THE CONTRACT, THE NOTE AND THE DEED OF TRUST
CONSTITUTE THE FINAL AGREEMENT OF THE PARTIES AND MAY NOT
BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
OPG CLIFTON RIVERSIDE PARTNERS, LP,
a Texas limited partnership
By: Clifton Riverside GP, LLC,
a Texas limited liability company,
its general partner
By: Fort Worth Housing Finance Corporation
a Texas public nonprofit housing fina �7
its sole manager
By: 4F
Victor T. Turner, Assistant General Manager
STATE OF TEXAS )
ss.
COUNTY OF )
The foregoing instrument was acknowledged before me this day of
, 2023, by Victor T. Turner, as Assistant General Manager of Fort
Worth Housing Finance Corporation, a Texas nonprofit housing finance corporation, the
Sole Manager of Clifton Riverside GP, LLC, a Texas limited liability company, the
General Partner of OPG Clifton Riverside -Partners, LP, a Texas limited partnership, on
behalf of said limited partnership.
WITNESS my hand and official seal.
Notary Public
My commissio res
AFTER RECORDING RETURN TO:
City of Fort Worth
City Attorney's Office
Attention: Leslie Hunt
200 Texas Street
Fort Worth, Texas 76102
266646760
LEASEHOLD DEED OF TRUST — ARPA FUNDS Page 15
OPG Clifton Riverside Partners, LLC — ARPA Development of PSH Units Rev. 08/16/2023
EXHIBIT "F"
REIMBURSEMENT FORMS
CLIFTON RIVERSIDE
ARPA INVOICE
Developer: OPG Clifton Riverside Partners, LP
Address: 254 North Santa Fe Avenue, Suite A
City, State, zip: Salina, Kansas 67401
Project: ARPA Development of PSH Units
Tax ID NO.:
This Invoice
Amount
Attachment I
Cumulative to Date
Developer's Certification: I certify that the costs incurred are valid and consistent with the terms and conditions
of the Contract between City and Developer. By signing this invoice, I certify that to the best of my knowledge
and belief the data included in this report is true and accurate. It is acknowledged that the provision of false
information could leave the certifying official subject to the penalties of federal, state, and local law.
Signature and Date:
Name:
Title:
ARPA DEVELOPMENT CONTRACT — EXHIBITS Page 10
OPG Clifton Riverside Partners, LP — ARPA Development of PSH Units Rev. 08/16/2023
Developer:
Proj ect:
City of Fort Worth
Neighborhood Services Department
Expenditure Worksheet
OPG Clifton Riverside Partners, LP
ARPA Development of PSH Units
Attachment II
Line No. I Date I Check No. I Payee or Beneficiary* Description* Amount
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
Total
*Payroll must identify employee
applicable.
Rent must identify tenant. Other payments should identify individuals, if
ARPA DEVELOPMENT CONTRACT — EXHIBITS Page 11
OPG Clifton Riverside Partners, LP — ARPA Development of PSH Units Rev. 08/16/2023
EXHIBIT "G"
DOCUMENTATION OF ARPA REQUIREMENTS
CLIFTON RIVERSIDE
Capitalized terms not defined in this Exhibit shall have meanings assigned to them in the Contract.
ARPA REQUIREMENTS:
Developer agrees to comply fully with all applicable laws and regulations that are currently
in effect or that are hereafter amended during the term of this Contract. Those laws include,
but are not limited to the provisions detailed in 31 CFR Part 35 and Sections 603(c)(1)(A)
and 603(c)(1)(C) of Title VI of the Social Security Act Title I of the Housing and Community
Development Act of 1974, as amended, (42 USC 5301 et seq.).
During Term of Contract:
ARPA Funds will be used to support the construction of 8 PSH units in support of the
affordable housing development known as the Clifton Riverside Apartments located at 2406
and 2412 East Belknap, Fort Worth, TX 76111-1102.
In consideration of the ARPA Funds provided through this Contract, Developer will fulfill
the ARPA Requirements, the City Requirements, and will comply with all other terms and
conditions of this Contract.
Submit the Annual Report certifying that Developer:
o Owns and operates Clifton Riverside Apartments located at 2406 and 2412 East
Belknap, Fort Worth, TX 76111-1102.
o Provides 8 PSH units and supportive services to qualifying chronically homeless
families and individuals.
Annual reports are due as follows during the Performance Period:
o January 1, 2026 (Date of Completion -December 31, 2025) report due January 15
o January 1, 2027 (January 1, 2026-December 31, 2026) report due January 15
o January 1, 2028 (January 1, 2027-December 31, 2027) report due January 15
o January 1, 2029 (January 1, 2028-December 31, 2028) report due January 15
o January 1, 2030 (January 1, 2029-December 31, 2029) report due January 15
• In order to ensure compliance with the ARPA Requirements, Developer's staff must be
provided with a copy of this Contract and a relevant ARPA guidance.
ARPA DEVELOPMENT CONTRACT — EXHIBITS Page 12
OPG Clifton Riverside Partners, LP — ARPA Development of PSH Units Rev. 08/16/2023
FORTWORTH.
PROJECT INFORMATION
City of Fort Worth
Annual Report
ARPA Agreement for Clifton Riverside
Apartments
Project Owner: OPG Clifton Riverside Partners, LP
Project Name: Clifton Riverside Apartments
Project Contact: Title:
Telephone: Email:
Project Address:
Owner Address:
(If different Project Address)
Construction Start Date: Completion Date:
Date of Certificate of Occupancy or final City `pass inspection' report:
II. REPORT INFORMATION
The following information relates to the following dates:
❑ January 1, 2026 (Date of Completion -December 31, 2025) report due January 15
❑ January 1, 2027 (January 1, 2026-December 31, 2026) report due January 15
❑ January 1, 2028 (January 1, 2027-December 31, 2027) report due January 15
❑ January 1, 2029 (January 1, 2028-December 31, 2028) report due January 15
❑ January 1, 2030 (January 1, 2029-December 31, 2029) report due January 15
III. CERTIFICATION
In connection with the ARPA Contract for the Annual Report, between the City of Fort Worth and Clifton Riverside
Apartments, we confirm, to the best of our knowledge and belief, the following representations made to the City of
Fort Worth:
• Owns and operates Clifton Riverside Apartments located at 2406 and 2412 East Belknap, Fort Worth, TX
76111-1102.
• Provides 8 PSH units and supportive services to qualifying chronically homeless families and individuals.
Name of Responsible Person: Phone:
Title: Fax:
Signature of Responsible Person: Date:
In order to remain in compliance with the annual report. You must complete and submit the report by the due date of January 15.
ARPA DEVELOPMENT CONTRACT — EXHIBITS Page 13
OPG Clifton Riverside Partners, LP — ARPA Development of PSH Units Rev. 08/16/2023
EXHIBIT "H"
FEDERAL LABOR STANDARDS PROVISIONS - DAVIS-BACON REQUIREMENTS
CLIFTON RIVERSIDE
NOT APPLICABLE
ARPA DEVELOPMENT CONTRACT — EXHIBITS Page 14
OPG Clifton Riverside Partners, LP — ARPA Development of PSH Units Rev. 08/16/2023
EXHIBIT "I"
SECTION 3 REPORTING FORMS
CLIFTON RIVERSIDE
NOT APPLICABLE
ARPA DEVELOPMENT CONTRACT — EXHIBITS Page 15
OPG Clifton Riverside Partners, LP — ARPA Development of PSH Units Rev. 08/16/2023
EXHIBIT "J"
STANDARDS FOR COMPLETE DOCUMENTATION
CLIFTON RIVERSIDE
FORT WRTHe
Standard of Documentation for Reimbursement of Development Casts
Cost Type
Documentation Standard
Accv s"tior c= deal Procerty
- Notice toSeller (date crust be cn or before the date of options agreemeit
or sales contract and signed by the buyerand seller)
- Recorded deed c f Trust
- Purchase Agreement w/RequiredHUD language
- Master Settlement Statement/HUD-1
- Appraisal or other document used to determine pL,-claseprice
- Proof of Payment(Le., bank statement/cancelled check)
- Verification of Vacant Status {as applicable}
Pre-Devel op m ent a nd Soft
- InuoiceshouIdinclude:
Costs (Architect, Engineer,
■ date;
Landscape Design, Surveys,
■ company's letterhead;
Appraisals, Environmental, Legal
■ addressforwhich service is provided;
Fees, Other Consultants, Etc-)
■ description of service(s) and item(s);
■ amount for itemized services; and
■ total amount
- Proof ofPayment(i_e.,bank statement orcancelled check)
- Fully executed contract/service agreements/letter agreements and
applicable amendments
o Provide printout from www_sam_govverffying
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 allccated_
Neighbodlood Services
FINAL as of 5/21/2C17
Page 1
ARPA DEVELOPMENT CONTRACT — EXHIBITS Page 16
OPG Clifton Riverside Partners, LP — ARPA Development of PSH Units Rev. 08/16/2023
FORT WOR .,
Standard of Dow mentation for Reimbursement of Development Costs
Construction Costs Invoice should include:
(Contractors &Sub€antra€tors) ■ date,
■ company's letterhead;
■ address for which service is provided;
■ description of service(s) and item(s);
■ a mount for itemized services; and
■ total amount
• Proof of Payment (i_e_, bank statement or cancelled check)
• Copy of applicable inspection reports) conducted by MSD Inspector
• Copy of executed agreements
■ Provide printout from www_sam_eov verifying
contractor/subcontractor is not listed on the debarred and
suspension list
• If only a portion is being paid with City fund Sr then shots- calculation and
documentation of how costs are allocated_
• For payment of final retainage for the prime contra ctorr provide lien
waivers for the prime and all subcontractors_
• List of subcontractors
Materials Purchased by Developer Invoice should include:
(if applicable) ■ date;
■ company's letterhead;
■ address for which service is provided;
■ description of service(s) and item(s);
■ a mount for itemized services; and
■ total amount
• Proof of Payment (i_e_, bank statement or cancelled checx)
• Verification of delivery
Developer Fee • Final Invoice Reflecti ng Total Devel opme nt Cost
(if paid directly from HOME funds) • Proof of payment for any other entity/funding source c o ntributing 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
documents for eligible homebuyer/tenants, sales contract between
d evel o per/homebuyer, HAP Deed of Trust with required affordability
period language, etc..)
Lease documents
Final inspections of completed units
Neighborhood Services
FINAL as of 6/21/2617 Page 2
ARPA DEVELOPMENT CONTRACT — EXHIBITS Page 17
OPG Clifton Riverside Partners, LP — ARPA Development of PSH Units Rev. 08/16/2023
EXHIBIT "K"
CLIFTON RIVERSIDE
INTENTIONALLY DELETED
ARPA DEVELOPMENT CONTRACT — EXHIBITS Page 18
OPG Clifton Riverside Partners, LP — ARPA Development of PSH Units Rev. 08/16/2023
EXHIBIT "L"
CLIFTON RIVERSIDE
INTENTIONALLY DELETED
ARPA DEVELOPMENT CONTRACT — EXHIBITS Page 19
OPG Clifton Riverside Partners, LP — ARPA Development of PSH Units Rev. 08/16/2023
EXHIBIT "M"
PERMANENT SUPPORTIVE HOUSING REQUIREMENTS
CLIFTON RIVERSIDE
Subject to final negotiated terms, Exhibit "M-4" is agreed to prior to the 8 PSH Units being
occupied. The executed Landlord Memorandum of Understanding will be enforceable for
the duration of this Contract.
EXHIBIT "M-1" — REQUIREMENTS FOR PERMANENT SUPPORTIVE HOUSING
EXHIBIT "M-2" — SCOPE OF SERVICES
EXHIBIT "M-3" — CASE MANAGEMENT STANDARDS
EXHIBIT "M-4" — LANDLORD MEMORANDUM OF UNDERSTANDING
EXHIBIT "M-5" — PSH PERFORMANCE REPORTS
ARPA DEVELOPMENT CONTRACT — EXHIBITS Page 20
OPG Clifton Riverside Partners, LP — ARPA Development of PSH Units Rev. 08/16/2023
EXHIBIT "M-1"
REQUIREMENTS FOR PERMANENT SUPPORTIVE HOUSING UNITS
CLIFTON RIVERSIDE
Capitalized terms not defined herein shall have meanings assigned to them in the Contract.
The purpose of the 8 PSH Units is to reduce the population of chronically homeless persons in
the City by combining rental assistance with supportive services so that formerly homeless
tenants can maintain stable housing.
The Developer is responsible for securing resources for rental assistance and supportive
services for the PSH Tenants. These resources must be in place by the time of initial lease -up of
the project.
PSH projects are complex and consist of many partners, processes and roles. The requirements
below are based on Tarrant County Homeless Coalition ("TCHC") standards as well as learning
from existing PSH projects.
Project's Relationship to Tarrant County Homeless Coalition
Developer should follow the TCHC process for setting up new projects and beginning
referral process.
PSH Tenants must meet the HUD definition of chronically homeless. PSH Tenants
will all be referred by TCHC as approved by Coordinated Entry for PSH for initial lease
up and throughout the Performance Period.
Developer must contact TCHC and the agencies providing the rental assistance for
referrals within 5 days of learning a PSH Unit is available whether the occupant has given
notice or not in order to begin the referral process; specifically, 5 days after an eviction
being granted, posting of notice of abandonment, notice to vacate given or a tenant's
death.
Developer will sign Landlord Memorandum of Understanding with TCHC (Exhibit "M-
499
).
Developer shall direct property management and case management to participate with the
tenant in mediation provided by TCHC before lease is terminated or eviction filed except
when there is a health or safety risk to the tenant or others of the tenant remaining on the
property; If mediation is not available within 20 days, this requirement is waived.
Project's Tenant Eligibility and Lease Up Process
Whenever a PSH unit is available, TCHC will refer eligible clients who:
o Are approved by Coordinated Entry for PSH;
o Have documented disability;
o Have documented chronicity;
o Live in the City of Fort Worth; and
ARPA DEVELOPMENT CONTRACT — EXHIBITS Page 21
OPG Clifton Riverside Partners, LP — ARPA Development of PSH Units Rev. 08/16/2023
o Are not lifetime registered sex offenders.
If a TCHC tenant referral has a criminal background related to a crime against persons,
the SSP and property management will discuss with client and evaluate to determine if
the person poses a risk to the health and safety of the development; If the person is
determined not to pose a risk to the health and safety of the development, referral will be
accepted; if the person is determined to pose a risk to the health and safety of the
development, the SSP and property management will request another referral from
TCHC.
• It is the expectation that Project will follow the TCHC standard which is accepting at least
90% of referrals
Project's Security
• Developer is responsible for providing a detailed security plan for the project at the time
leasing begins.
Developer is responsible for meeting with the City twice a year to review security plan and
discuss any adjustments needed.
Project's Case Management
Developer will provide adequate onsite office space for each onsite SSP employee so each
case manager has a private space to meet with tenants at no cost to be used exclusively
by either the SSP's staff member or staff members of other agencies providing supportive
services, as well as a telephone line and internet access sufficient for staff members to
access the Homeless Management Information System ("HMIS') maintained by the
CoC.
• Developer is responsible for providing sufficient case management to have a maximum
case manager to tenant ratio of 1:24.
• Developer is responsible for ensuring case managers have gone through case management
standards training as well as foundations of case management training at TCHC and SSP
submits proof of training annually.
Case management standards are discussed more specifically in Exhibit "M-2" — Scope of
Services and Exhibit "M-3" — Case Management Standards.
Project's Property Management
Developer is responsible for ensuring property management has PSH Property
Management Certification through TCHC within 60 days of beginning of site assignment
and submits proof of training annually.
ARPA DEVELOPMENT CONTRACT — EXHIBITS Page 22
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• Property manager ensures that all PSH clients are informed of their right to request
reasonable accommodations and that there is a formal process for hearing these requests
and acting upon them.
• Developer will ensure sufficient budget for unit repairs and replacement of originally
provided essential furnishings as needed (e.g. bedframe and mattress).
• Property management shall promptly notify in writing (email is acceptable) the S SP in cases
of any PSH Tenant's financial hardship (for example nonpayment of rent), lease violation,
or any other circumstances deemed appropriate by Developer or Property Manager
within 10 days, to avoid involuntary termination of PSH tenancies to the maximum extent
consistent with sound management of the project.
• Property management will work with partners to develop a tenant council at the
development.
ARPA DEVELOPMENT CONTRACT — EXHIBITS Page 23
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EXHIBIT "M-2"
SCOPE OF SERVICES
CLIFTON RIVERSIDE
Developer will ensure the Supportive Services Provider (SSP) will do the following:
Employ sufficient full-time case managers to have a maximum case manager to client ratio
of 1:24 and employ sufficient program supervision for 8 permanent supportive housing
("PSH") clients which will include the following:
A. In General
• Document the nature and extent of all services provided to chronically homeless
individuals in the City of Fort Worth receiving case management services hereunder ("PSH
client") in a complete case file, with case notes in the HMIS system within 3 business days
of a service being provided hereunder.
• Eligible clients are those:
o Referred by Tarrant County Homeless Coalition as approved by Coordinated Entry
for permanent supportive housing
o With documented disability
o With documented chronicity
o Living in the City of Fort Worth
o Not lifetime registered sex offender
• If a TCHC tenant referral has a criminal background related to a crime against persons,
the SSP and property management will discuss with client and evaluate to determine if
the person poses a risk to the health and safety of the development; If the person is
determined not to pose a risk to the health and safety of the development, referral will be
accepted; if the person is determined to pose a risk to the health and safety of the
development, the SSP and property management will request another referral from
TCHC.
• It is the expectation that Project will accept TCHC referrals and it will be extremely rare
that the SSP and property management reject a referral.
• Ensure that all PSH clients are informed during their initial meeting with the case
manager of their right to request reasonable accommodations and that there is a formal
process for hearing these requests and acting upon them. When necessary, assist PSH
Clients in submitting reasonable accommodation requests to the property manager;
• Abide by TX-601 Tarrant/Parker Counties Permanent Supportive Housing Case
Management Standards (Exhibit "M-Y — TX-601 Tarrant/Parker Counties:
Permanent Supportive Housing Case Management Standards).
ARPA DEVELOPMENT CONTRACT — EXHIBITS Page 24
OPG Clifton Riverside Partners, LP — ARPA Development of PSH Units Rev. 08/16/2023
B. Services to Facilitate Housing
• Assist clients in gathering necessary information for lease applications, completing lease
applications and housing voucher applications if needed.
• Attend all necessary interviews and meetings between the client and potential or current
property management.
C. Additional Services
• Assist PSH clients to obtain necessary household items.
• Provide support and services consistent with Housing First practices to those PSH clients
who voluntarily choose to utilize such services in the interest of housing retention,
including but not limited to:
o Providing an initial needs assessment and development of individualized client -
based solution centered services plans for each consenting PSH client, including
periodic evaluation and modification of the tenant housing plan; and
o Referring or facilitating appropriate support services necessary for housing
retention and positive community integration may include, but not be limited to,
assistance with:
■ Primary and behavioral health care;
■ Money management and paying rent on time;
■ Employment readiness and job search;
■ Communication skills;
■ Educational and/or training opportunities;
■ Obtaining mainstream benefits;
■ Addiction services;
■ Community living abilities;
■ Conflict resolution skills;
■ Assertiveness training;
■ Relapse prevention;
■ Socialization support;
■ Housekeeping and maintaining ahousehold; and
■ Nutrition and meal preparation.
• The case manager will offer services once a week for the first three (3) months of tenancy
and then assess client needs to determine level of continued support needed and provide
that level of support. However, at a minimum, the case manager must make contact twice
each month with the client, including at least one in -person meeting.
ARPA DEVELOPMENT CONTRACT — EXHIBITS Page 25
OPG Clifton Riverside Partners, LP — ARPA Development of PSH Units Rev. 08/16/2023
• Assist PSH clients in complying with the requirements of any voucher housing
assistance or other assistance program necessary for tenants' housing retention.
• Maintain communications with necessary staff from such housing or other assistance
programs to advocate for the PSH clients and inform the client of any rules or issues that
may impact the client's voucher or housing.
ARPA DEVELOPMENT CONTRACT — EXHIBITS Page 26
OPG Clifton Riverside Partners, LP — ARPA Development of PSH Units Rev. 08/16/2023
EXHIBIT "M-3"
CASE MANAGEMENT STANDARDS
CLIFTON RIVERSIDE
TX-601 Tarrant/Parker Counties
Permanent Supportive Housing
Case Management Standards
The Corporation of Supportive Housing (CSH) describes permanent supportive housing as a
program that combines affordable housing with services that help people who are disabled and
have been homeless longer than one year live with stability, autonomy, and dignity.
The role of permanent supportive housing case managers is to work with the client to ensure
housing stability and access to needed resources as well as work on client -driven goals.
Case management standards ensure consistency and uniformity of service implementation across
the Continuum of Care. Standards also make sure program staff are given the same opportunities
for receiving population -specific training, while also ensuring HUD requirements are being met.
PSH Case Manager Hiring Qualifications
Permanent Supportive Housing Case Managers are required to have a bachelor's degree; a
Bachelor's in Social Work, Psychology, or related Health and Human Services is preferred. At
least two years of case management experience or population -specific experience can substitute
for this education requirement.
PSH Case Manager Trainings
Permanent Supportive Housing case managers are required to complete the trainings listed below
within 90 days of hire.
• CoC 101
• Boot Camp
• De-escalation
• Harm Reduction
• Diversion
• Coordinated Entry 101
• Housing Assessment Tool
• SPDAT
• Chronicity
• CAS/Warehouse Best Practices
• Case notes 101
• Critical Time Intervention 101
Permanent Supportive Housing case managers should also attend ten (10) hours of additional field -
related trainings annually. These trainings can be provided by the Tarrant County Homeless
Coalition (TCHC) or other training entities. If the PSH case manager holds a state license, CEUs
can be used to meet this requirement.
ARPA DEVELOPMENT CONTRACT — EXHIBITS Page 27
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In addition to the trainings listed above, TCHC will provide a series of case management
workshops that are recommended for all case managers. The frequency and content of these
workshops will be communicated through constant contact and available on our website.
Attendance of case management series workshops can be credited towards the above mentioned
10 annual hours of recommended trainings.
Agencies can require further agency -specific trainings that could benefit the case manager, client
outcomes, or field development. Proof of training completion should be documented at the agency -
level by program managers and available for review during local monitoring.
If an agency or project has additional internal trainings that must also be completed within the first
90 days of hire and there is concern regarding completing the above trainings within the same
timeframe, a written explanation and plan for completion should be submitted to the Director of
Training and Special Initiatives. This plan should address why the case manager will be unable to
complete the above trainings within 90 days of hire, as well as a plan and timeline describing when
the trainings will be completed.
PSH Case Manager Scope of Practice
Permanent Supportive Housing case manager job duties may include but are not limited to:
Client Intake
Client intake should be completed within the first 14 business days of the client accepting the
match in the Coordinated Assessment System (CAS) with the PSH program.* Intake should
include but is not limited to:
• SPDAT Assessment
• HUD Program Update Assessment
• Initial Care Plan
• Identifying client housing preferences, such as location and unit type, and viewing
unit availability
In collaboration with the Tarrant County Homeless Coalition CTI Specialist, PSH case managers
should implement Critical Time Intervention (CTI) techniques and create a crisis plan within the
first 90 days of a client entering a unit with the PSH program.
Face -to -Face Visits
Permanent Supportive Housing case managers should complete regular face-to-face home visits
at a minimum of once per month. More frequent home visits may be conducted based on client
need. These home visits can include but are not limited to:
• Client care planning
• Evaluating cleanliness and upkeep of the unit
• Determining whether the client is meeting housing and utilities payment needs
• Identifying any client supportive services needs
• Identifying any maintenance needs or requests
ARPA DEVELOPMENT CONTRACT — EXHIBITS Page 28
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Care Planning
Permanent Supportive Housing care planning includes but is not limited to:
• Goal setting
o Short-term goals (up to 6 months)
o Long-term goals (greater than 6 months)
• Identifying client physical, mental, and/or relational needs
• Evaluating client outcomes and progress
• Assessments
Care planning should be client -centered, time -oriented, and attainable. Case managers should be
implementing Motivational Interviewing techniques throughout client care planning to evoke
rapport, change behavior, and encourage client self-determination.
Supportive Services
Permanent Supportive Housing case managers should assist in supportive services with clients.
This can include but is not limited to:
• employment assistance, such as assisting the client in filling out an application and
interview preparation training
• education assistance, such as GED preparation, higher education attainment, and
vocational education
• transportation assistance, such as providing peer support numbers or bus routes and
vouchers to transport clients
• interpersonal skill building, including with other tenants and the landlord
• budgeting assistance, such as providing budgeting education to the client
Housing Assistance
PSH Case managers should assist their clients in working towards meeting utility bill and rent
payments. This could include increasing client benefits attainment, assisting the client in finding
employment, providing budgeting education to the client, or seeking rental assistance from other
CoC agencies.
Referrals
If PSH case managers are not able to provide resources for specific client needs, case managers
can refer their clients to outside agencies to assist with meeting client needs. Referrals can include
but are not limited to:
• transportation services
• medical or pharmaceutical needs
• behavioral health care services
• substance use care
• support groups
• obtaining vital documents
• legal services
ARPA DEVELOPMENT CONTRACT — EXHIBITS Page 29
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Assessments
PSH case managers are required to administer both the HUD Assessment and SPDAT v4
Assessment at the required times. The HUD assessment should be completed upon client entry to
the PSH program, annually, when program updates occur, and exit from the program. The SPDAT
v4 assessment should be completed upon client entry to the program and every 6 months (180
days) after entry. Case managers have within the calendar month that the assessment is due to
complete and enter results into the Efforts to Outcomes (ETO) system.
PSH Case Manager Documentation
PSH case managers should be documenting each interaction held with or about their clients. This
includes but is not limited to face-to-face visit case notes, other client communication, client
assessments, client referrals, and community service partner communication regarding the client.
Documentation should be factual, objective, and concise in nature. Documentation should not
include case manager opinions or subjective statements about the client, their housing, or their
behavior.
Documentation should be recorded into ETO within 72 hours of the interaction with the client or
community service partner regarding the client.
Documentation should adhere to federal, state, and local laws, as well as policies and procedures,
governing client privacy and confidentiality, and should act in a manner consistent with the client's
best interest in all aspects of communication and recordkeeping whether through traditional paper
records and/or electronic records.
PSH Case Manager Supervision and Case Conferencing
PSH case managers are encouraged to partake in 1 on 1 supervision meetings with their program
manager at least once a week. Supervision with the program manager provides opportunity for
client consultations, professional and educational development, social support, performance
evaluation, and conflict resolution.
PSH case managers are encouraged to attend at least one monthly case conferencing session held
by TCHC staff. The case conferencing process allows for case coordination and problem -solving
to occur regularly with case management and other staff serving individuals and families
experiencing homelessness.
ARPA DEVELOPMENT CONTRACT — EXHIBITS Page 30
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EXHIBIT "M-4"
LANDLORD MEMORANDUM OF UNDERSTANDING
CLIFTON RIVERSIDE
tc h--7-
Tarrant County Homeless(oali#ion
Landlord Memorandum of
Understanding
PURPOSE:
The purpose of this memorandum of understanding is toexpla in the roles and
of Property Name and Service Provider- Stich as. Safe Haven,
P :.. . = ' Night Shelter. MHM R. Endeavors or a rvy other partner agency of
Tarrant Countv Homeless Coalition in the provision of referrals and/orservices
at Property Name.
PARTNERSHIP WITH TARRANT COUNTY HOMELESS COALITION_
• Tarrant CouM Homeless Coalition also referenced as TCHC will provide
the following services to Property Nartie willing to work with Service
Providers and their clients within our Continuum_
o Landlord/Tenant Mediation
v Professional Development opportunities for onsite staff
o PSH Property Management Certification
o Landlord Helpline (682) 615-1903
o Advertisement of property through Padmission
o Access to Risk Mitigation funds if a complete request packet has
been su brnitted and approved with in the process guidelines and
an executed MOU is on file.
TAMkNT fFTF_CS COALTI CN
I&7509.3+3J3UIU6W-AH63i
ARPA DEVELOPMENT CONTRACT — EXHIBITS Page 31
OPG Clifton Riverside Partners, LP — ARPA Development of PSH Units Rev. 08/16/2023
ROLES AND ,:.s-. 3 :ILITIES:
SERVICE PROVIDER is responsible for the following:
Provide the owner/property with a referral package for eadi refs
household, includingthe housing, -, . t . , . _ -c . -
documentatbn, income and asset dacu i- .: .
Provide services to the referred residents per program eligibility
requirements -
Provide continuous and prompt lines of communication to Landl
throughout clients' entire enrollment of Service Provider's progr
Provide the Landlord the name and contact information of applk
Service Provider staff and ensure thatsuch staff are aware of the
provisions of this MOU and their responsibilities hereunder.
PROPERTY NAME is responsible for the following-
0
Provide the service provider the name and contact information of
applicable property management staff and ensure that such staff are
aware of the provisions of this MOLL and their responsibilities hereunder-
* Provide timely notificatio n of vacancy through Padm ission
* Provided IWPROVIIDER with written copies of property rules,
standard lease agreements, and any other addendums attached to the
lease agreement-
* Promptly ad dress and resolve any deficiencies in _t - s-
o Determine if an applicant is eligible within 5 days of application
submission.
* Contact SERVICE PROVIDER, case manager or Landlord Helpline
- _. x Ir if referred resident is having any challenges or is in violation
of signed lease agreement or any additional signed property
rules/regulations.
TARRANT _ rF..T CQA=ON
"S-BEACH 5T- _ _.7,'YPr7b105
T 3F-504.3635L' ova' .:...::
ARPA DEVELOPMENT CONTRACT — EXHIBITS Page 32
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PERIOD OF MEMORANDUM OF UNDERSTANDING:
The period of this _ . £ Jura, of understanding begins upon the date
of the signatures in the section below until a 30-day written notice from
PROPERTY NAME will no longer be partnering with SERVICE PRO)ADER or
ANY TARRANTODUNTY HOMELESS COALITION AFFILIATES. Tarrant
County Homeless Coalition may also exercise the right to end a
partnership with Property Name at anytime with a written 30-day notice
to property for any reason. Amendments to this written agreement may
be made throughout the period of the MOU if mutually agreed upon-
Owner/Agent Signature
Date
TCHC Agent Date
TARx.�v. _ . IF..T COALi ON
304 S. BEM Tf.1FORT vroaM TY a 76103
ARPA DEVELOPMENT CONTRACT — EXHIBITS Page 33
OPG Clifton Riverside Partners, LP — ARPA Development of PSH Units Rev. 08/16/2023
EXHIBIT "M-5"
PSH PERFORMANCE REPORTS
CLIFTON RIVERSIDE
pity of Fort worth Pe ma—t supportive Nousm, (PSHI program
Monthly Report Form
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ARPA CONSTRUCTION CONTRACT — EXHIBITS Page 34
OPG Clifton Riverside Partners, LP — ARPA Development of PSH Units Rev. 08/16/2023
City of Fort Worth Permanent Supportive houmS (PSM) Program
Monthly Repon Form
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l.sl Mmrm aFl<IYnm arartlr.a4d enm.V�.oaRa�a �no�tla .liar a.il
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11ua gaa� cored !. v raa.wa
1WKic. mrdIhs yvliW xrN•Oua.•uvoKaa.mmc.WrW>'r"'rdlnnm 4R.arnasrWvd erb 4c Rrm..d.a,1yr —. A be Cin nF F:.l W,m
ARPA CONSTRUCTION CONTRACT — EXHIBITS Page 35
OPG Clifton Riverside Partners, LP — ARPA Development of PSH Units Rev. 08/16/2023
City of Fort Worth Permanent Supportive Housing (PSH) Program
Quarterly Report Form
Instructions
11 For Housed within 15 days measure - in the notes ist the clients s names (first initial, last name) and the number eased up in 15 names vs. the tota number leased up that quarter.
21 For income measure - in the notes list the number of clients who increased income that quarter.
31 List the clients who have exited at least one year ago and whether they returned to homelessness.
41 List the total number of clients whose assessment improved from the previous 6 months vs. the total number of c ients.
Measure
At east 854z of c ients wi I be
housed within 15 days of
receiving a voucher
At east 5% of clients
Increase income per quarter
Less than 154b of clients
exiting wi I return to
homelessness within a year
of exit
At east 20% of c ients wi I
see improved assessment
score ever; six months
Q1 (Oct- Dec) Q2 ()an -March) Q3 (April - June) Q4 (July - Sept) Notes
ARPA CONSTRUCTION CONTRACT — EXHIBITS Page 36
OPG Clifton Riverside Partners, LP — ARPA Development of PSH Units Rev. 08/16/2023
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 06/14/22 M&C FILE NUMBER: M&C 22-0456
LOG NAME: 19ARPA AWARDING PERMANENT SUPPORTIVE HOUSING PROJECTS
SUBJECT
(CD 3 and CD 8) Authorize Forgivable Loans in the Aggregate Amount of $11,641,276.00 from Federal and City Sources to Three Developers for
the Development of 128 Permanent Supportive Housing Units, Authorize Execution of Related Contract and Loan Documents, Waive or Defer
Certain City Fees Related to the Development of Two of the Projects, and Find a Public Purpose and that Adequate Controls are in Place
RECOMMENDATION:
It is recommended that the City Council:
1. Award $4,028,476.00 of HOME Investment Partnerships American Rescue Plan Program funds in the form of a forgivable loan to New Leaf
Community Services or an affiliate for the development of 48 units of permanent supportive housing;
2. Award (i) $4,928,000.00 of HOME Investment Partnerships American Rescue Plan Program funds, (ii) $421,999.00 of American Rescue
Plan Act, Subtitle M (State and Local Fiscal Recovery Funds) funds, and (iii) $1,262,801.00 of Directions Home capital funds to
Presbyterian Night Shelter of Tarrant County or an affiliate in the form of forgivable loans for the development of 72 units of permanent
supportive housing;
3. Award $1,000,000.00 of American Rescue Plan Act, Subtitle M (State and Local Fiscal Recovery Funds) funds to OPG Clifton Riverside
Partners, LLC or an affiliate in the form of a forgivable loan for the development of 8 units of permanent supportive housing;
4. Authorize execution of related contract and loan documents with New Leaf Community Services, Presbyterian Night Shelter of Tarrant County
and OPG Clifton Riverside Partners, LLC, or any affiliates of the same;
5. Waive or defer certain City fees related to the New Leaf Community Services and Presbyterian Night Shelter developments in the
approximate amount of $400,000.00;
6. Authorize the City Manager, or his designee, to amend contracts and loan documents as necessary for completion of the projects provided
any amendments are within the scope of the projects and comply with City policies and all applicable laws and regulations governing the use
of federal grant funds; and
7. Find that the expenditures and waiver or deferral of City fees serves the public purpose of providing decent, safe, and affordable housing to
extremely low-income residents in the City and that adequate controls are in place through the loan documents to ensure the public purpose
is carried out.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to award three projects forgivable loans funded from three funding streams:
American Rescue Plan Act ("ARPA") State and Local Fiscal Recovery Funds (SLFRF), HOME Investment Partnerships American Rescue Plan
Program (HOME -ARP) and Directions Home capital funds to provide a total of 128 permanent supportive housing (PSH) units.
Backaround
The City of Fort Worth is part of the local Continuum of Care (CoC), and one of the priorities of the CoC is to address the current level of chronic
homelessness. Tarrant County Homeless Coalition (TCHC) evaluated the homelessness situation in the CoC area, which encompasses Tarrant
and Parker counties, and identified strategies, resources, and the estimated number of new physical units of PSH needed. In addition to other
strategies, TCHC determined one of the greatest needs is for physical units designated for the chronically homeless.
On December 14, 2021, to help address this need in the City of Fort Worth, Mayor and Council approved a substantial amendment to the City's
2021-2022 Annual Action Plan for the use of $10,537,030.00 in HOME -ARP Federal Grant funds to be awarded by the United States Department
of Housing and Urban Development for the purpose of funding the development of PSH (M&C No. 21-0968) through a competitive Notice of
Funding Availability process ("NOFA"). The Fort Worth Housing Finance Corporation (FWHFC), which had previously set aside $5,000,000.00 for
the development of PSH in the city, allocated $2,550,000.00 of the set -aside funds to be included with the HOME -ARP funds in the NOFA
(Resolution No. FWHFC 2019 07). FWHFC PSH funds require a dollar for dollar match from private foundations.
These funds were combined with a goal to develop 125 PSH units in the City. On March 8, 2022, the Neighborhood Services Department (NSD)
released the NOFA. However, it was noted that the 125 PSH units was not sufficient to meet the City's need for PSH units.
On April 12, 2022, the City Council allocated an additional $5,000,000.00 of general ARPA funds for the development of PSH units (M&C 22-
0270). This amount was included in the NOFA to be awarded for PSH development, and the unit goal increased to 165.
Scoring - NSD staff and a philanthropic representative scored the six applications that were submitted. Based on scores, responsiveness to
Minority/Women Business Enterprise (M/WBE) requirements, and project feasibility, three projects are being recommended by staff for funding.
One project was non -responsive due to failure to meet the M/WBE requirement, and two were found to be lacking in one or more key areas of
evaluation.
Area of Evaluation Available Points
Project Description
30
Agency Experience
15
Project Delivery/Occupancy
25
Financial
30
Capacity/Leveraging
Total Score
100
# of
Applicant
Agency Name
Project Name
PSH
M/WBE Status
Score
Units
i
The Phan Foundation
Doors of Opportunity
32
RESPONSIVE
60
New Leaf Community
8843 Camp Bowie
48
RESPONSIVE
89
Services
West
Presbyterian Night
Journey Home
72
RESPONSIVE
88
Shelter
Housing
OPG Clifton Riverside
Clifton Riverside
8
RESPONSIVE
83
Partners, LLC
Atlantic Housing
Quail Ridge
0
NON -RESPONSIVE
54
Foundation Inc.
Apartments
Tarrant County
Permanent
60
RESPONSIVE
82
Samaritan Housing
Supportive Housing
for Chronically
Homeless
Individuals
Accordingly, staff is recommending awarding 3 developments, which will create a total of 128 PSH units, forgivable loans as listed below. A
second NOFA will be issued to develop at least 37 PSH units with the funds that were not allocated through the first NOFA. The total number of
PSH units from both NOFAs will be at least 165.
Recommended Awards
The following three projects are recommended for funding:
New Leaf Community Services
New Leaf Community Services will create 48 new units of PSH at 8843 Camp Bowie West (CD 3). Partners in the project include L2L
Development Advisors LLC. In addition to the HOME- ARP funding recommended through this M&C, staff will be recommending that an allocation
of funds also be made from the FWHFC, as listed below.
HOME -ARP (This M&C) $4,028,476.00
Requesting from Fort Worth Housing Finance Corporation $1,200,000.00
Foundation Matching Funds $1,200,000.00
Total NOFA Funding Allocations $6,428,476.00
Staff recommends execution of all necessary documents with New Leaf Community Services or an affiliate for a forgivable loan in the amount of
$4,028,476.00 on the following terms and conditions:
Loan Terms
1. Loan term to commence on execution of loan documents and terminate at the end of the 20-year Affordability Period defined in the contract.
Loan will be forgiven at the end of the Affordability Period provided that borrower has complied with all of the terms of the contract and the
loan documents;
2. Performance of the HOME -ARP requirements and payment of the HOME -ARP loan, if required, will be secured by a deed of trust and
HOME -ARP Deed Restriction on the real property through the Affordability Period;
3. Interest rate of zero percent so long as borrower complies with all of the terms of the contract and loan documents;
4. HOME -ARP loan to be subordinate to any financing provided by Fort Worth Housing Finance Corporation. HOME -ARP loan may also be
subordinated to other financing if such financing meets appropriate underwriting criteria, City policies and applicable HOME -ARP
requirements; and
5. Designate HOME -ARP assisted units according to the HOME -ARP regulations with a 20-year Affordability Period.
The exaenditure of HOME -ARP funds is conditioned upon the followina:
1. Satisfactory underwriting in accordance with federal guidance for use of funds and City policies for funding of PSH units;
2. All financing including any grants to be acceptable to City to show long term viability of the project;
3. Satisfactory completion of an environmental review pursuant to 24 CFR Part 58;
4. Receipt of authorization to use grant funds from HUD; and
5. Closing on all other financing for the project
Presbyterian Night Shelter
Presbyterian Night Shelter of Tarrant County will create 72 new units of PSH at 7600 Crowley Road (CD 8). Partners in the project include 1-21-
Development Advisors LLC and Construction Advisory Specialists. In addition to the funding recommended through this M&C, staff will be
recommending that an allocation of funds also be made from the FWHFC, as listed below.
HOME -ARP (This M&C) $4,928,000.00
ARPA SLFRF (This M&C) $421,999.00
Directions Home Capital Funds (This M&C) $1,262,801.00
Requesting from Fort Worth Housing Finance Corporation $1,350,000.00
Foundation Matching Funds $1,350,000.00
Total NOFA Funding Allocations $9,312,800.00
Staff recommends execution of all necessary documents with Presbyterian Night Shelter of Tarrant County or an affiliate for a forgivable loan in the
amount of $6,612,800.00 on the following terms and conditions:
Loan Terms
1. Loan term to commence on execution of loan documents and terminate at the end of the 20-year Affordability Period defined in the contract.
Loan will be forgiven at the end of the Affordability Period provided that borrower has complied with all of the terms of the contract and the
loan documents;
2. Performance of the HOME -ARP, ARPA SLFRF and Directions Home requirements and payment of the HOME -ARP, general ARPA and
Directions Home loans, if required, will be secured by a deed of trust and HOME -ARP, ARPA SLFRF and Directions Home Deed
Restrictions on the real property through the Affordability Period;
3. Interest rate of zero percent so long as borrower complies with all of the terms of the contract and loan documents;
4. HOME -ARP, ARPA SLFRF and Directions Home loans to be subordinate to any financing provided by Fort Worth Housing Finance
Corporation. HOME -ARP, ARPA SLFRF and Directions Home loans may also be subordinated to other financing if such financing meets
appropriate underwriting criteria, City policies and applicable HOME -ARP, ARPA SLFRF and Directions Home requirements; and
5. Designate HOME -ARP assisted units according to the HOME -ARP regulations with a 20-year Affordability Period.
The expenditure of Directions Home. aeneral ARPA and HOME -ARP funds is conditioned upon the followina:
1. Satisfactory underwriting in accordance with federal guidance for use of funds and City policies for funding of PSH units;
2. All financing including any grants to be acceptable to City to show long term viability of the project;
3. Satisfactory completion of an environmental review pursuant to 24 CFR Part 58;
4. Receipt of authorization to use grant funds from HUD; and
5. Closing on all other financing for the project
There is a business equity goal of 25% for this project because part of the funding is City general funds.
OPG Clifton Riverside Partners
OPG Clifton Riverside Partners, LLC will create 8 units new units of PSH within a larger project at 2406 E. Belknap (CD 8). Partners in the project
are Overland Property Group and Across, LLC.
ARPA SLFRF (This M&C)
$1,000,000.00
Staff recommends execution of all necessary documents with OPG Clifton Riverside Partners, LLC or an affiliate for a forgivable loan in the
amount of $1,000,000.00 on the following terms and conditions:
Loan Terms
1. Loan term to commence on execution of loan documents and terminate at the end of the 20-year Affordability Period defined in the contract.
Loan will be forgiven at the end of the Affordability Period provided that borrower has complied with all of the all the terms of the contract and
the loan documents;
2. Performance of the ARPA and any City requirements and payment of the ARPA loan, if required, will be secured by a deed of trust and deed
restrictions on the real property through the Affordability Period;
3. Interest rate of zero percent so long as borrower complies with all of the terms of the contract and loan documents; and
4. ARPA loan to be subordinate to any financing provided by Fort Worth Housing Finance Corporation and any permanent financing. ARPA
loan may also be subordinated to other financing if such financing meets appropriate underwriting criteria, City policies and applicable
ARPA requirements.
The expenditure of ARPA funds is conditioned upon the followina:
1. Satisfactory underwriting in accordance with federal guidance for use of ARPA funds and City policies for funding of PSH units;
2. All financing including any grants to be acceptable to City to show long term viability of the project;
3. Satisfactory completion of an environmental review pursuant to 24 CFR Part 58; and
4. Closing on all other financing for the project.
By approval of this M&C, the City Council finds that the following actions are necessary to achieve the vital public purpose of providing decent,
safe, and affordable housing to extremely -low-income residents: (i) providing forgivable loans to the three developments listed above for the
development of PSH units in the City, and (ii) the waiver or deferral of certain related City fees for the New Leaf Community Services and
Presbyterian Night Shelter developments, including all fees charged by the Development Services Department (waived), park dedication fees
(conditionally deferred), and transportation impact fees, for which a variance was granted by Development Services Department, in the collective
approximate amount of $400,000.00; however the actual amount could vary.
New Leaf Community Presbyterian Night
Services PSH Project Shelter PSH Project
Park Fees (Deferred) $58,824.00 $71,543.00
Transportation Impact Fees $50,832.00 $76,248.00
(Waived)
Estimate of Other Development $54,064.00 $73,929.00
Services Department fees
(Waived)
Total Fees Waived or Deferred $163,720.00 $221,720.00
Staff has reviewed and verified, and Council by approval of this M&C finds, that the waiver or deferral of the fees is necessary for the financial
feasibility of the two identified developments. The City Council further finds that adequate controls are in place through the loan documents to
ensure the public purpose is carried out. Park fees will be payable in the event the property is transferred to a for -profit entity and will no longer be
operated solely as a PSH housing development. The conditional imposition of the Park fees will be secured by liens on the properties.
Because of the high priority the City Council has placed on the development as PSH and the fact that the New Leaf Community Services and
Presbyterian Night Shelter of Tarrant County developments will be operated on a not -for -profit basis, Development Services and Park &
Recreation departments support the deferring or waiving of fees so these projects may be developed. NSD thanks and recognizes the
Development Services and Park & Recreation departments for their commitment to PSH.
The Director of Finance certifies that upon approval of the above recommendations, funds are available in the current operating and capital
budgets, as appropriated, of the Grants Operating Federal Fund HOME -ARP and American Rescue Plan Act projects and the General Capital
Projects Fund Development of PSH project. Prior to an expenditure being incurred, the Neighborhood Services Department has
the responsibility of verifying the availability of funds and to ensure that only expenditures allowed under the ARPA SLFRF, HOME -ARP and
Directions Home programs are charged to these funding sources.
Submitted for Citv Manaaer's Office bv: Fernando Costa 6122
Oriainatina Business Unit Head: Victor Turner 8187
Additional Information Contact: Tara Perez 2235
Expedited
Signature: -6�
Signature:S�
Email: Leah.Brown@fortworthtexas.gov Email: allison.tidwell@fortworthtexas.gov
FORT WORTH
Routing and Transmittal Slip
Neighborhood Services
Department
DOCUMENT TITLE: Clifton-ARPA Loan Aareement
M&C 22-0456 CPN
DATE:
TO:
1. Leah Brown
2. Jannette S. Goodall
3. Allison Tidwell
4
PLEASE SIGN IN BLUE INK
CSO # 59677 DOC#
INITJI4LS DATE OUT
Aug 21, 2023
s Aug 21, 2023
I Aug 23, 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: ❑ Yes ❑ No SAM E DAY: X Yes ❑ No NEXT DAY: ❑ Yes ❑ No
ROUTING TO CSO: ❑ Yes ❑ No
Action Required:
❑ As Requested
❑ For Your Information
* Signature/Routing and or Recording
❑ Comment
❑ File
❑ Attach Signature, Initial and Notary Tabs
Return to: Please call Virginia Villalobos at ext. 7744 for pick up when completed. Thank you.