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HomeMy WebLinkAboutContract 59752CSC No. 59752 STATE OF TEXAS § OFFICIAL RECORD COUNTY OF TARRANT � CITY SECRETARY FT. WORTH, TX AMERICAN RESCUE PLAN ACT AGREEMENT BETWEEN THE CITY OF FORT WORTH, TEXAS AND TOBIAS PLACE GP, LLC This contract ("Contract") is made and entered into by and between the City of Fort Worth, a Texas municipal corporation (hereafter "City"), and Tobias Place GP, LLC, a Texas limited liability company (hereafter "Developer"). City and Developer may be 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 of the Treasury through the Coronavirus State and Local Fiscal Recovery Funds Program (the "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 resources needed to fight the pandemic and support families struggling with its public health and economic impacts, to maintain vital public services, even amid declines in revenue resulting from the crisis and to build a strong, resilient, and equitable recovery by making investments that support long-term growth and opportunity; WHEREAS, SLFRF Program funding provided pursuant to ARPA ("ARPA Funds") may be used for the provision of government services to the extent of the reduction in revenue due to the COVID-19 public health emergency relative to revenues collected in the most recent full fiscal year prior to the emergency is an eligible use of ARPA Funds; WHEREAS, "government services" generally includes any service that is traditionally provided by the City and broadly include pay -go spending for building ofnew infrastructure as part of the general provision of government services under the Social Security Action, Title VI, Section 602(c)(1)(C) or 603(c)(1)(C); WHEREAS, Developer is the general partner of Tobias Place, LP, a Texas limited partnership ("Owner"); WHEREAS, Owner has received an award of 2022 Non -Competitive (4%) Housing Tax Credits ("LIHTC") from the Texas Department of Housing and Community Affairs ("TD FICA") for a portion o f the costs o f the development o f the multifamily rental project to be commonly known as Tobias Place, a new affordable multifamily housing development consisting of approximately 288 units to be located at 505 West Biddison Street and 3500 Jennings Avenue (the "Project"), which will include not fewer than 50 ARPA CONSTRUCTION CONTRACT Page 1 Tobias Place, LP - ARPA Drainage and Infrastructure Improvements Rev. 04/04/2023 deeply affordable housing units (as determined by TDHCA) and more than 200 otherwise affordable units (as determined by TDHCA); WHEREAS, Owner proposes to use ARPA Funds to construct necessary drainage and infrastructure improvements to support the development of the Project; WHEREAS, the City earmarked a total of $8,000,000.00 of the awarded ARPA Funds for drainage and infrastructure improvements necessary for implementation of the Project; WHEREAS, City residents and the City Council have determined that the drainage and infrastructure improvements, in conjunction with the development of the Project, are government services that are necessary to further greater revitalization efforts in disproportionately impacted communities, such as the Worth Heights Neighborhood; WHEREAS, Developer desires to borrow from City and City desires to lend to Developer $8,000,000 of the awarded ARPA Funds (the "Loan Funds"), upon the terms and conditions set forth herein, with such Loan Funds to be used by Developer to construct necessary drainage and infrastructure improvements for the Project, which construction shall be undertaken by Owner; and WHEREAS, Developer intends to simultaneously lend the Loan Funds to Owner (the "Developer Loan") for sole use by Owner to fund construction of the drainage and infrastructure improvements for the Project, which Developer Loan shall be evidenced by a promissory note from Owner to Developer in the amount of the Loan Funds (the "Developer Note"), and secured by the Deed of Trust (hereinafter defined) encumbering the Project. At the closing of the Loan and Developer Loan, Developer shall sign a Collateral Assignment of Note and Deed of Trust to City. 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: ARPA means American Rescue Plan Act. 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 construction of the Required Improvements as set forth herein, such other obligations of Developer to be performed for the duration of the ARPA CONSTRUCTION CONTRACT Page 2 Tobias Place — ARPA Drainage and Infrastructure Improvements Performance Period pursuant to the terms of this Contract and material compliance with the ARPA Regulations and TDHCA LIHTC requirements. Business Diversity Enterprise Ordinance or BDE means the City's Business Diversity Ordinance, Ordinance No. [24534-11-2020], as may be amended from time to time. Collateral Assignment means the Collateral Assignment of Note and Deed of Trust from Developer to City securing the Loan. Complete Documentation means the following documentation as applicable: • Attachments I and II, with supporting documentation as follows: o Proof of expense: copies of timesheets, invoices, leases, service contracts or other documentation showing the nature of the cost and that payment is due by Developer. o Proof of payment: cancelled checks, bank statements, conditional and unconditional lien releases, as appropriate, or wire transfers necessary to demonstrate that amounts due by Developer were actually paid by Developer. • 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 6.6; 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 Required Improvements as evidenced by a Neighborhood Services Department Minimal Acceptable Standard Inspection Report, all applicable City final inspection approvals. Completion Deadline means February 1, 2026. DBE means disadvantaged business enterprise in accordance with 49 CFR Part 26. Deed of Trust means the leasehold deed of trust from Owner in favor of Developer covering the Property and securing the indebtedness evidenced therein as well as Developer's performance of the requirements of this Contract, including the 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 Tobias Place GP, LLC, a Texas limited liability company. ARPA CONSTRUCTION CONTRACT Page 3 Tobias Place — ARPA Drainage and Infrastructure Improvements 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. Loan Documents means security instruments, including without limitation the Promissory Note and Collateral Assignment, 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 during the Performance Period, as the same may from time to time be extended, amended, restated, supplemented or otherwise modified. Loan means the Loan Funds provided to Developer by City in the form of a forgivable, deferred payment loan under the terms of this Contract as more particularly described in the City Loan Documents. Neighborhood Services Department means the City's Neighborhood Services Department, or any successor department thereto that oversees this Contract. Performance Period means the 5-year period during which Developer will fulfill the ARPA Requirements and will comply with all other terms and conditions of this Contract and the Loan Documents. The Performance Period begins on the date that the certificate of occupancy is issued, or, on such other date that the Parties mutually agree. Plans means the plans and specifications for the Required Improvements prepared by Developer's and/or Owner's architect which have been delivered to and reviewed and approved by City on or before the Effective Date, and any amendments and change orders thereto, provided that any such amendment or change order providing for cost increase in excess of $100,000 must first be approved by City. Promissory Note means the note in the amount of the Loan 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 and the Project 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 means all the drainage and infrastructure improvements to be constructed for the Project, as described in the attached Exhibit "A" - Project Summary and Scope of Work. ARPA CONSTRUCTION CONTRACT Page 4 Tobias Place — ARPA Drainage and Infrastructure Improvements 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) Completion. 3.2 Term of Loan. The term of the Loan shall commence on the date of the Promissory Note and terminates at the expiration of the Performance Period so long as the terms and conditions of this Contract and the Loan Documents have been met. 4. DUTIES AND RESPONSIBILITIES OF CITY. 4.1 Provide ARPA Funds. City shall provide up to $8,000,000.00 of ARPA Funds in the form of a forgivable, deferred payment Loan for eligible expenses under the terms and conditions of this Contract and the Loan Documents. 4.2 City Will Monitor. City will monitor the activities and performance of Developer and any of its contractors, subcontractors or vendors throughout the Performance Period, but no less than annually. Monitoring by City will include monitoring whether Developer is meeting and complying with the ARPA Requirements and all requirements of this Contract during the Performance 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 shall submit or cause Owner to submit to City any written cost estimates, construction contracts and any amendments thereto (collectively, the "Construction Documents") which will be prepared by Developer and/or Owner to show the work to be undertaken for the Required Improvements in sufficient detail that City can perform all required inspections. City shall have reviewed and approved, prior to its execution of this Contract, written cost estimates for the construction of the Required Improvements to determine that such costs are reasonable prior to the commencement of construction. 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 ARPA CONSTRUCTION CONTRACT Page 5 Tobias Place — ARPA Drainage and Infrastructure Improvements City determines in its sole discretion that: 5.2.1.1 Costs are eligible expenditures in accordance with ARPA Regulations. 5.2.1.2 Costs are in compliance with this Contract and are reasonable and consistent with industry norms. 5.2.1.3 Complete Documentation, as applicable, is submitted by Developer. 5.2.2. Budget. Developer agrees that ARPA Funds will be paid in accordance with Exhibit `B" — 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 Loan Funds. 5.2.3 Change in Budget. 5.2.3.1 Developer will notify City promptly of any additional funds it receives for construction of the Required Improvements and/or the Project, and City reserves the right to amend this Contract in such instances to ensure compliance with ARPA Regulations and other federal regulations governing cost allocation. 5.2.3.2 Developer agrees to utilize the Loan Funds to supplement rather than supplant funds otherwise available for the Project. 5.3 Pavment of Loan Funds to Developer. 5.3.1 Loan 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 Loan Funds not reimbursed to Developer upon Completion shall remain with City. 5.3.2 The Loan Funds shall bear no interest and are not subject to repayment so long as Developer has complied with all state and federal laws, all federal regulations, including the ARPA Requirements, all local ordinances, and this Contract. 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 ARPA CONSTRUCTION CONTRACT Page 6 Tobias Place — ARPA Drainage and Infrastructure Improvements 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 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. 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 Collateral Assignment covering the Property prior to having any construction materials delivered to the Property or commencing any work on the Required Improvements. No ARPA Funds will be paid or reimbursed until the Loan Documents are executed and the Collateral Assignment is recorded. 5.6.1 Loan Terms and Conditions. Developer will be required to: 5.6.1.1 Execute the Promissory Note and Collateral Assignment along with any other Loan Documents required by City. 5.6.1.2 Provide City with a Mortgagee's Policy of title insurance in the amount of the Loan. 5.6.1.3 Pay all costs associated with closing the Loan. 5.6.1.4 Provide City with an estimated settlement statement at least 1 business day before closing. 5.6.1.5 Ensure City's lien under the Collateral Assignment is subordinate only to construction/permanent loans for the Project. City must approve in writing any secured financing for the Project that is to be subordinate to the Loan. 5.6.1.6 The term of the Loan shall be as specified in Section 3.2. 5.6.1.7 No interest shall accrue on the Loan provided that Developer complies with the terms and conditions of the Loan Documents. ARPA CONSTRUCTION CONTRACT Page 7 Tobias Place — ARPA Drainage and Infrastructure Improvements 5.6.1.8 The Loan is a forgivable deferred payment loan. Repayment of the Loan Funds will only be required if (i) the Developer fails to maintain affordable rents at the property pursuant to TDHCA LIHTC requirements and as defined in Exhibit "A" — Project Summary and Scope of Work during the Performance Period, (ii) Developer does not comply in all material respects with the ARPA Requirements, or (iii) Developer does not otherwise comply with the terms of this Contract or the Loan Documents. If repayment is required, Developer must, at City's election in its sole discretion, either (i) repay City the total amount of the Loan Funds paid to Developer, or (ii) pay to City the fair market value of the Property as set by a current appraisal less any portion of the value attributable to expenditures of non-ARPA funds for the acquisition of, and improvements to, the Property. 5.6.1.9 Early repayment of the Loan shall not relieve Developer of its obligations under this Contract or the ARPA Requirements. The Collateral Assignment and Deed of Trust shall secure both repayment of the Loan Funds, if required, and performance by Developer of its obligations under this Contract and compliance of the ARPA Requirements during the Performance 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. City's approval of refinancing of the Loan or approval of any subordinate financing shall not be unreasonably conditioned 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 ARPA Requirements. Developer shall ensure that it complies with the ARPA Requirements throughout the Performance Period. 5.8 ARPA Requirements Survive Transfer. Any sale or transfer of the Property during the Performance Period, excluding a transfer due to condemnation or to obtain utility services, 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. Failure of the new owner or transferee to assume all of Developer's obligations under this Contract will result in ARPA CONSTRUCTION CONTRACT Page 8 Tobias Place — ARPA Drainage and Infrastructure Improvements 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 Performance Period, the new owner or transferee must assume all of Developer's obligations 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, then Developer must repay City in accordance with the provisions of Section 5.6.1.8 within 30 days of written notice by City or City may pursue any of its remedies under this Contract or the Loan Documents. 6. INTENTIONALLY OMITTED. 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. Developer shall not begin construction of the Required Improvement until City sends a Notice to Proceed. Developer's failure to meet the Construction Schedule shall be an event of default under this Contract. Except as otherwise expressly set forth in 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 ARPA Requirements; (ii) meet all City building codes, and (iii) cannot deviate from the items approved more particularly described in Section 8 and 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 with Section 504 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. ARPA CONSTRUCTION CONTRACT Page 9 Tobias Place — ARPA Drainage and Infrastructure Improvements 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. 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 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 Performance Period. ARPA CONSTRUCTION CONTRACT Page 10 Tobias Place — ARPA Drainage and Infrastructure Improvements 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 REOUIREMENTS DURING PERFORMANCE PERIOD. 8.1 Reserved. 8.2 Housing Services Provided in the Proiect. ARPA Funds were used to pay for the construction of the Required Improvements; therefore, City and Developer agree that the Project must provide housing affordable to tenants earning 60% or less of the area median income throughout the Performance Period pursuant to the applicable TDHCA LIHTC requirements, and conform to all ARPA Requirements. 8.3 Property Standards During Performance 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 Performance Period, which at a minimum shall be those property standards required by City codes, the ARPA Requirements, and the Section 504 requirements. Developer will allow City to make on -site inspections to verify maintenance of the Required Improvements if City requests such an inspection with 48 hours prior written notice to Developer; however, City has no obligation to inspect the premises. 9. ADDITIONAL REOUIREMENTS. Developer agrees to comply with all ARPA Requirements, including, but not limited to the following: 9.1. Monitoring. 9.1.1 Developer understands and agrees that it will be subject to monitoring by City for compliance with the ARPA Requirements and this Contract for the duration of this Contract and the Performance Period. Developer will provide access to all files related to the Project or Contract activities and services as requested by City for 5 years after the end of the Performance Period, and will meet all the reporting requirements set out in this Contract. This Section shall survive the earlier termination or expiration of this Contract. 9.1.2 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 and the ARPA Requirements, and to Developer's officers, directors, agents, employees, contractors and subcontractors for the purpose of such monitoring. ARPA CONSTRUCTION CONTRACT Page 11 Tobias Place — ARPA Drainage and Infrastructure Improvements 9.1.3 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 Documents. 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. 9.1.4 Developer shall annually provide to City the results of any state or federal monitoring related to the Project. Such results, if applicable, shall be submitted annually to City with the submission of its annual audit and financial statements. 9.1.5 This Section 9.1 shall be applicable for the duration of the Contract term, the Performance Period and for 5 years thereafter and shall survive the earlier termination or expiration of this Contract. 9.2 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. 9.3 Compliance with Davis -Bacon. If applicable, Developer and its general contractor and all lower tier subcontractors will comply with the Davis -Bacon Act as described in Section 15.14 and Exhibit "H" — Federal Labor Standards Provisions — Davis -Bacon Requirements. 9.4 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. 9.4.1 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. 9.4.2 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 ARPA CONSTRUCTION CONTRACT Page 12 Tobias Place — ARPA Drainage and Infrastructure Improvements which includes invoices from any such contractor. Failure to submit such proofs of search shall be an event of default. 9.5 Cost Principles/Cost Reasonableness. As applicable, the eligibility of costs incurred for performance rendered shall be determined in accordance 2 CFR Part 200.400 through 2 CFR Part 200.475, regarding cost reasonableness and allocation. 9.6 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. 9.7 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. 9.8 Compliance with FFATA and Whistleblower Protections. Developer shall provide City with all necessary information for City to comply with the requirements of 2 CFR Part 300(b), including provisions of the Federal Funding Accountability and Transparency Act ("FFATA") governing requirements on executive compensation and provisions governing whistleblower protections contained in 10 U.S.C. 2409,41 U.S.C. 4712, 10 U.S.C. 2324,41 U.S.C. 4304 and 41 U.S.C. 4310. 9.9 Internal Controls. In compliance with the requirements of 2 CFR Part 200.303, Developer shall: 9.9.1 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"); 9.9.2 Comply with federal statutes, regulations, and the terms and conditions of this Contract; 9.9.3 Evaluate and monitor Developer's compliance with statutes, regulations and the terms and conditions of this Contract; 9.9.4 Take prompt action when instances of noncompliance are identified including noncompliance identified in audit findings; and 9.9.5 Take reasonable measures to safeguard protected personally identifiable ARPA CONSTRUCTION CONTRACT Page 13 Tobias Place — ARPA Drainage and Infrastructure Improvements 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. 9.10 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. 9.11 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 Requirements, and all other requirements hereunder during the Performance 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 ARPA Requirements, and the Contract provisions. Developer must cure all violations of the ARPA Requirements 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 ARPA Requirements, 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 Performance Period and for 5 years thereafter. 9.12 Pavment and Performance Bonds. Subject to the requirements of 2 CFR Part 200.325, City shall be furnished with payment and performance bonds in a form acceptable to City in accordance with the Community Facilities Agreement executed between the City and Owner in the amount of the construction cost for the Required Improvements but not less than $8,000,000.00. 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. 9.13 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. ARPA CONSTRUCTION CONTRACT Page 14 Tobias Place — ARPA Drainage and Infrastructure Improvements 10. RECORD KEEPING, REPORTING AND DOCUMENTATION REOUIREMENTS; AUDIT. 10.1 Record Keeping. Developer shall maintain a record -keeping system as part of its performance of this Contract and shall promptly provide City with copies of any document City deems necessary for the effective fulfillment of City's monitoring and evaluation responsibilities. Specifically, Developer will keep or cause to be kept an accurate record of all actions taken and all Loan 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 Performance Period. If any claim, litigation, or audit is initiated before the expiration of the 5-year period, the records must be retained until all such claims, litigation or audits have been resolved. 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 Performance Period and for 5 years thereafter. Such access shall be during regular business hours and upon at least 48 hours' prior notice. 10.2 Reports. Developer will submit to City all reports and documentation described in this Contract, in such form as City may prescribe. Developer may also be required to submit a final performance and financial report if required by City at the termination of this Contract and/or the termination of the Loan in such form and within such times as City may prescribe. Failure to submit any report or documentation described in this Contract to City shall be an event of default of this Contract and City may exercise all of it remedies for default under this Contract and Loan Documents. 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. 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 ARPA CONSTRUCTION CONTRACT Page 15 Tobias Place — ARPA Drainage and Infrastructure Improvements in accordance with specific reference to 2 CFR Part 200.501 through Part 200.521. If applicable, the audit shall cover Developer's fiscal years during which this Contract is in force. The audit must be prepared by an independent certified public accountant, be completed within 6 months following the end of the period being audited and be submitted to City within 30 days of its completion. Developer's audit certification is attached hereto as Exhibit "D" — "Audit Certification Form" and "Audit Requirements". The Audit Certification Form must be submitted to City prior to or with the first Reimbursement Request. Entities that expend less than $750,000 a year in federal funds are exempt from federal audit requirements for that year, but records must be available for review or audit by appropriate officials of the federal agency, City, and General Accounting Office. 10.4.2 Citv Reserves the Right to Audit. City reserves the right to perform an audit (i) of Developer's expenditure of ARPA Funds or (ii) program income in accordance with Section 7.4, at any time during the term of this Contract, the Performance Period, or within 5 years thereafter as the case may be, if City determines that such audit is necessary for City's compliance with the 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. 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: ARPA CONSTRUCTION CONTRACT Page 16 Tobias Place — ARPA Drainage and Infrastructure Improvements 11.2.1 Invoices for each expense with an explanation as to how the expense pertains to the Required Improvements and/or the Project, if necessary; 11.2.2 Conditional and unconditional lien releases, as appropriate, from Developer and 1" 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. Final Pavment. Final payment will not be made until City has verified that Completion has occurred. 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. Provided that Developer submits Complete Documentation in conformance with the requirements of this Contract and the 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 (as may be modified in accordance with Section 15.19) 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), 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. ARPA CONSTRUCTION CONTRACT Page 17 Tobias Place — ARPA Drainage and Infrastructure Improvements 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 ARPA Requirements 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 ARPA Requirements. 12.2.2 If any of Developer's Reimbursement Requests are incomplete or otherwise not in compliance with this Contract or ARPA Requirements as determined by City, City will notify Developer in writing of such non-compliance and the Developer will have 30 calendar days from the date of the written notice to resubmit any such Reimbursement Request. If the Developer fails to resubmit any such Reimbursement Request within such time, Developer shall forfeit any payments otherwise due under such Reimbursement Request. 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 ARPA Requirements. 12.2.3 In the event of more than 2 instances in any 12 month period of an uncured default, under Section 12.2.1, 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 ARPA Requirements, or during any period during which Developer is in default of this Contract beyond any applicable notice and/or cure period. 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. ARPA CONSTRUCTION CONTRACT Page 18 Tobias Place — ARPA Drainage and Infrastructure Improvements 12.3 Failure to Maintain or Submit Required Reports and Documentation During Performance Period. If Developer fails to maintain all records and documentation as required in Section 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 ARPA Requirements 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 5.6.1.8. Failure to repay will result in City exercising all legal remedies available to City under this Contract and the Loan Documents. 12.4 In General. 12.4.1 Subject to Sections 12.1, 12.2 and 12.3, and unless specifically provided otherwise in this Contract, Developer shall be in default under this Contract if Developer breaches any term or condition of this Contract and 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, then City shall have the right to elect, in City's sole discretion, to (i) extend Developer's time to cure, (ii) terminate this Contract effective immediately upon written notice of such intent to Developer, or (iii) to pursue any other legal remedies available to City under this Contract or the Loan Documents. 12.4.2 City's remedies may include but are not limited to: 12.4.2.1 Direct Developer to prepare and follow a schedule of actions for carrying out the affected activities, consisting of schedules, timetables and milestones necessary to implement the affected activities. 12.4.2.2 Direct Developer to establish and follow a management plan that assigns responsibilities for carrying out the remedial activities. 12.4.2.3 Cancel or revise activities likely to be affected by the performance deficiency before expending ARPA Funds for the activities. ARPA CONSTRUCTION CONTRACT Page 19 Tobias Place — ARPA Drainage and Infrastructure Improvements 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 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. 12.4.4 Notwithstanding the foregoing, City agrees to give RAH Investor 361 LLC, a Mississippi limited liability company, as Owner's limited partner (the "Limited Partner") written notice of any and all defaults by the Developer under this Contract or the Loan Documents and an opportunity, at the Limited Partner's option, to cause the cure of such default on the same terms as the Developer set forth herein. City agrees that the Limited Partner will have thirty (30) days after the Limited Partner's receipt of such notice to cure any non -monetary defaults under this Contract or the Loan Documents or such longer period as is reasonably necessary for the Limited Partner to cause cure, provided that cure is commenced within the applicable cure period and diligently prosecuted, including, without limitation, such time period as is necessary to remove Owner's general partner, if necessary in order to effect a cure. City agrees to accept cure by the Limited Partner as if such cure were made by Developer. 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. ARPA CONSTRUCTION CONTRACT Page 20 Tobias Place — ARPA Drainage and Infrastructure Improvements 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 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. 12.10.2 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 ARPA CONSTRUCTION CONTRACT Page 21 Tobias Place — ARPA Drainage and Infrastructure Improvements 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 Reserved. 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, 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. 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 the ARPA Regulations. If Developer changes use of Required Improvements to one that does not meet the ARPA Requirements and/or other requirements or terms of this Contract, Developer must either (i) repay the ARPA Funds 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. 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. Nothing in the Loan Documents shall limit or restrict the ability of the Limited Partner, its successors and assigns to transfer, sell or assign its ownership interest in Owner, from time to time, without consent of City. In particular, Lender hereby consents to any transfers, sales or assignments of limited partnership interests in Owner to any affiliate of the Limited Partner or any entity in which the Limited Partner, or an affiliate, is the manager or managing general partner and agrees that such ARPA CONSTRUCTION CONTRACT Page 22 Tobias Place — ARPA Drainage and Infrastructure Improvements transfers shall not constitute defaults under this Contract nor the Loan Documents. 15. GENERAL PROVISIONS. 15.1 Developer an Independent Contractor. Developer shall operate hereunder as an independent contractor and not as an officer, agent, servant or employee of City. Developer shall have exclusive control of, and the exclusive right to control, the details of the work and services performed hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, members, agents, servants, employees, contractors, subcontractors, vendors, tenants, clients, licensees or invitees. 15.2 Doctrine of Respondeat Superior. The doctrine of respondeat superior shall not apply as between City and Developer, its officers, members, agents, servants, employees, contractors, subcontractors, tenants, clients, licensees or invitees, and nothing herein shall be construed as creating a partnership or joint enterprise between City and Developer. City does not have the legal right to control the details of the tasks performed hereunder by Developer, its officers, members, agents, employees, contractors, subcontractors, vendors, tenants, licensees or invitees. 15.3 Developer Propertv. City shall under no circumstances be responsible for any property belonging to Developer, its officers, members, agents, employees, contractors, subcontractors, vendors, tenants, clients, licensees or invitees that may be lost, stolen or destroyed or in any way damaged and DEVELOPER HEREBY INDEMNIFIES AND HOLDS HARMLESS CITY AND ITS OFFICERS, AGENTS, AND EMPLOYEES FROM ANY AND ALL CLAIMS OR SUITS PERTAINING TO OR CONNECTED WITH SUCH PROPERTY. 15.4 Religious Organization. No portion of the 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. 15.5 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. ARPA CONSTRUCTION CONTRACT Page 23 Tobias Place — ARPA Drainage and Infrastructure Improvements 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 Onlv, No Legal Significance; Number and Gender. The paragraph headings contained herein are for convenience in reference to this Contract and are not intended to define or to limit the scope of any provision of this Contract. When context requires, singular nouns and pronouns include the plural and the masculine gender shall be deemed to include the feminine or neuter and the neuter gender to include the masculine and feminine. The words "include" and "including" whenever used herein shall be deemed to be followed by the words "without limitation". 15.10 Compliance With All Applicable Laws and Regulations. Developer agrees to comply 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 Performance 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 ARPA CONSTRUCTION CONTRACT Page 24 Tobias Place — ARPA Drainage and Infrastructure Improvements of 1970 (42 U.S.C. Sections 4601 et seq. and 49 CFR Part 24) ("URA") ➢ Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. Sections 794 et seq.) and 24 CFR Part 8 where applicable ➢ National Environmental Policy Act of 1969, as amended, 42 U.S.C. sections 4321 et seq. ("NEPA") and the related authorities listed in 24 CFR Part 58. ➢ The Clean Air Act, as amended, (42 U.S.C. Sections 1251 et seq.) and the Clean Water Act of 1977, as amended (33 U.S.C. Sections 1251 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 ➢ Section 3 of the Housing and Urban Development Act of 1968, and implementing regulations related to housing and community development financial assistance at 24 CFR Part 75 ➢ Lead -Based Paint Poisoning Prevention Act (42 U.S.C. 4801 et seq.), as amended by the Residential Lead -Based Paint Hazard Reduction Act of 1992 (42 U.S.C. 4851 et 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 and Section 3 of Pub.L. 113-101) ➢ Federal Whistleblower Regulations, 10 U.S.C. 2409,41 U.S.C. 4712, 10 U.S.C. 2324, 41 U.S.C. 4304 and 41 U.S.C. 4310. ARPA CONSTRUCTION CONTRACT Page 25 Tobias Place — ARPA Drainage and Infrastructure Improvements 15.11 Reserved. 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 Employment 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, 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. ARPA CONSTRUCTION CONTRACT Page 26 Tobias Place — ARPA Drainage and Infrastructure Improvements .[Contractor's, Subcontractor's or Vendor's Name] will, in all solicitations or advertisements for employees placed by or on behalf of [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. [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. [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 Developer's Contractors and the ADA. In accordance with the provisions of the Americans With Disabilities Act of 1990 ("ADA"), Developer warrants that it and any of its contractors will not unlawfully discriminate on the basis of disability in the provision of services to the general public, nor in the availability, terms and/or conditions of employment for applicants for employment with, or employees of Developer or any of its contractors. DEVELOPER WARRANTS IT WILL FULLY COMPLY WITH ADA'S PROVISIONS AND ANY OTHER APPLICABLE FEDERAL, STATE AND LOCAL LAWS CONCERNING DISABILITY AND WILL DEFEND, INDEMNIFY AND HOLD CITY HARMLESS AGAINST ANY CLAIMS OR ALLEGATIONS ASSERTED BY THIRD PARTIES OR CONTRACTORS AGAINST CITY ARISING OUT OF DEVELOPER'S AND/OR ITS CONTRACTORS', AGENTS' OR EMPLOYEES' ALLEGED FAILURE TO COMPLY WITH THE ABOVE -REFERENCED LAWS CONCERNING DISABILITY DISCRIMINATION IN THE PERFORMANCE OF THIS CONTRACT. 15.13 Conflict of Interest and Violations of Criminal Law. 15.13.1 Reserved. 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 ARPA CONSTRUCTION CONTRACT Page 27 Tobias Place — ARPA Drainage and Infrastructure Improvements 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 Labor Standards. 15.14.1 As applicable, Developer agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis -Bacon Act (40 U.S.C. 276a-7) as amended, the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq.) and all other applicable Federal, State and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this Contract. Developer agrees to comply with the Copeland Anti -Kick Back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the United States Department of Labor at 29 CFR Part 5. Developer shall maintain documentation that demonstrates compliance with hour and wage requirements of this Contract and the ARPA Regulations. Such documentation shall be made available promptly to City for review upon request. 15.14.2 Developer agrees that, where required by the ARPA Regulations, all contractors engaged under contract for construction, renovation or repair work financed in whole or in part with assistance provided under this Contract, shall comply with Federal requirements adopted by City pertaining to such contracts and with the applicable requirements of the regulations of the Department of Labor under 29 CFR Parts 1, 3, 5 and 7 governing the payment of wages and ratio of apprentices and trainees to j ourney workers; provided that, if wage rates higher than those required under these regulations are imposed by state or local law, nothing hereunder is intended to relieve Developer of its obligation, if any, to require payment of the higher wage. Developer shall cause or require to be ARPA CONSTRUCTION CONTRACT Page 28 Tobias Place — ARPA Drainage and Infrastructure Improvements inserted in full provisions meeting the requirements of this paragraph in all such contracts subject to such regulations. 15.14.3 If Davis -Bacon is applicable, Developer shall provide City access to employee payrolls, contractor and subcontractors payrolls and other wage information for persons performing construction of the Development. Payrolls must be submitted to the Neighborhood Services Department weekly, and must be available to Neighborhood Services Department staff upon request. In addition, Developer shall ensure that City will have access to employees, contractors and subcontractors and their employees in order to conduct onsite interviews with laborers and mechanics. Developer shall inform its contractors and subcontractors that City staff and/or Federal agencies may conduct periodic employee wage interview visits during the construction of the Required Improvements to ensure compliance. 15.15 Reserved. 15.16 Other Laws. The failure to list any federal, state or City ordinance, law or regulation that is applicable to Developer does not excuse or relieve Developer from the requirements or responsibilities in regard to following the law, nor from the consequences or penalties for Developer's failure to follow the law, if applicable. 15.17 Assignment. Developer shall not assign all or any part of its rights, privileges, or duties under this Contract without the prior written approval of City. Any attempted assignment without approval shall be void, and shall constitute a breach of this Contract. 15.18 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 Force Majeure. If Developer becomes unable, either in whole or part, to fulfill its obligations under this Contract due to acts of God, strikes, lockouts, or other industrial disturbances, acts of public enemies, wars, blockades, insurrections, riots, epidemics, pandemics, earthquakes, fires, floods, restraints or prohibitions by any court, board, department, commission or agency of the United States or of any States, civil disturbances, or explosions, or some other reason beyond such Developer's control (collectively, "Force Majeure Event"), the obligations so affected by such Force Majeure Event will be suspended only during the continuance of such event and the completion date for such obligations shall be extended for a like period. Developer will give City written notice of the existence, extent and nature of the Force Maj eure Event as soon as reasonably possible after the occurrence of the event. ARPA CONSTRUCTION CONTRACT Page 29 Tobias Place — ARPA Drainage and Infrastructure Improvements Failure to give notice will result in the continuance of the Developer's obligation regardless of the extent of any existing Force Majeure Event. Developer will use commercially reasonable efforts to remedy its inability to perform as soon as possible. 15.20 Survival. Any provision of this Contract that pertains to the 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 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 Performance Period, and shall be enforceable by City against Developer. 16. INDEMNIFICATION AND RELEASE. DEVELOPER COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND, AT ITS OWN EXPENSE, CITY AND ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER HIND OR CHARACTER, WHETHER REAL OR ASSERTED, 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, WHETHER OR NOT CAUSED IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES; CONTRACTORS OR SUBCONTRACTORS OF CITY; AND DEVELOPER HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY OF CITY AND ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES FOR ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER HINDS 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, WHETHER OR NOT CAUSED IN WHOLE OR IN PART BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY. DEVELOPER LIKEWISE COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY AND HOLD HARMLESS CITY FROM AND AGAINST ANY AND ALL INJURY, DAMAGE OR DESTRUCTION OF PROPERTY OF CITY, ARISING OUT OF OR IN CONNECTION WITH ALL ACTS OR OMISSIONS OF DEVELOPER, ITS OFFICERS, MEMBERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, INVITEES, LICENSEES, OR PROJECT PARTICIPANTS, ARPA CONSTRUCTION CONTRACT Page 30 Tobias Place — ARPA Drainage and Infrastructure Improvements 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. 18. INSURANCE AND BONDING. Developer will maintain blanket fidelity coverage in the form of insurance or bond in the amount of $8,000,000.00 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. Such insurance shall cover all insurable risks incident to or in connection with the ARPA CONSTRUCTION CONTRACT Page 31 Tobias Place — ARPA Drainage and Infrastructure Improvements 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 Liability (if applicable) $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 the respective contractors do not maintain coverage, Developer shall maintain the coverage on such contractor, if applicable, for each applicable contract. Additional 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. 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. ARPA CONSTRUCTION CONTRACT Page 32 Tobias Place — ARPA Drainage and Infrastructure Improvements 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. 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 the best of his or her knowledge and belief, that: No Federal appropriated funds have been paid or will be paid, by or on behalf of Developer, to any person for influencing or attempting to influence an officer or employee of any Developer, a member of Congress, an officer or employee of Congress in connection with the awarding of any Federal contract, the 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 ARPA CONSTRUCTION CONTRACT Page 33 Tobias Place — ARPA Drainage and Infrastructure Improvements 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 $100,000.00 for each such failure. Developer shall require that the language of this certification be included in all subcontracts or agreements involving the expenditure of federal funds. 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. 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 immediate 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. Developer shall furnish immediately to City copies of all pertinent papers received by Developer with respect to such action or claim. Developer shall provide a notice to City within 10 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 ARPA CONSTRUCTION CONTRACT Page 34 Tobias Place — ARPA Drainage and Infrastructure Improvements 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: 817-3 92-7540 Copy to: City Attorney's Office Attention: Leslie Hunt 200 Texas Street Fort Worth, TX 76102 Telephone: 817-3 92-863 8 Copy to: Neighborhood Services Department Attention: Leah Brown 200 Texas Street Fort Worth, TX 76102 Telephone: 817-3 92-863 8 Developer: Tobias Place GP, LLC Attention: Leah Brown 200 Texas Street Fort Worth, TX 76102 Telephone: 817-392-8638 Copy to: Shackelford, Bowen, McKinley & Norton, LLP Attn: John Shackelford 9201 N. Central Expressway, Fourth Floor Dallas, Texas 75231 Copy to: City Attorney's Office City of Forth Worth 200 Texas St. Fort Worth, Texas 76102 ARPA CONSTRUCTION CONTRACT Page 35 Tobias Place — ARPA Drainage and Infrastructure Improvements Copy to: RAH Investor 361 LLC c/o Regions Affordable Housing I I I Great Neck Road, Suite 500 Great Neck, New York 11021 Copy to: Kutak Rock LLP 1650 Famam Street Omaha, NE 68106 Attn: Jill H. Goldstein, Esq. 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. RESERVED. 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 ARPA CONSTRUCTION CONTRACT Page 36 Tobias Place — ARPA Drainage and Infrastructure Improvements 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 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. ELECTRONIC SIGNATURES. This Contract may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. 30. 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. 31. IMMIGRATION NATIONALITY ACT. ARPA CONSTRUCTION CONTRACT Page 37 Tobias Place — ARPA Drainage and Infrastructure Improvements 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 I-9 forms and supporting eligibility documentation for each employee who performs work under this Contract. Developer shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Developer employee who is not legally eligible to perform such services. DEVELOPER, TO THE EXTENT PERMITTED BY APPLICABLE LAW, SHALL INDEMNIFY CITY AND HOLD 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. [SIGNATURES APPEAR ON NEXT PAGE] ARPA CONSTRUCTION CONTRACT Page 38 Tobias Place — ARPA Drainage and Infrastructure Improvements [Executed effective as of the date signed by the Assistant City Manager below.] [ACCEPTED AND AGREED:] City: CITY OF FORT WORTH By: Name: Fernando Costa Title: Assistant City Manager Date: Aug 25, 2023 DEVELOPER: TOBIAS PLACE GP, LLC, a Texas limited liability company By: Fort Worth Housing Finance Corporation, its manager Name: Victor T. Turner Title: Assistant General Manager Date: Aug 25, 2023 CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: By: U� . Name: Victor T. Turner Title: Director, Neighborhood Services Department Approved as to Form and Legality: By Name: Leslie Hunt Title: Assistant City Attorney Contract Authorization: M&C: 22-0789 & 23-0591 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-,�iY By; Chad LaR — 25 202313:05 c0„ Name: Chad LaRoque Title: Housing Development and Grants Manager City Secretary: By: U Name: Jannette S. Goodall Title: City Secretary n44 o � � Fonrh?opao �O14 FWS a 4444 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX ARPA CONSTRUCTION CONTRACT Page 39 Tobias Place — ARPA Drainage and Infrastructure Improvements EXHIBITS: Exhibit "A" — Project Summary and Scope of Work 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" — Federal Labor Standards Provisions - Davis -Bacon Requirements Exhibit "I" — Standards for Complete Documentation All stricken exhibits are not applicable to this Contract. ARPA CONSTRUCTION CONTRACT Page 40 Tobias Place — ARPA Drainage and Infrastructure Improvements EXHIBIT "A" PROJECT SUMMARY AND SCOPE OF WORK TOBIAS PLACE 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 and construction of drainage and infrastructure improvements in support of Tobias Place, an affordable housing development. The project will have a total of approximately 288 units. There will be 235 units set aside for households earning 60 percent or less of Area Median Income (AMI) with another 53 units set aside for households earning 0-30 percent of AMI. The development will consist of 120 one -bedroom, 141 two -bedroom, and 27 three -bedroom units with community and activity space including a children's play area, dog run, pool, and co -working and meeting rooms. Tobias Place is located at 505 West Biddison Street and 3500 South Jennings Avenue, Fort Worth TX 76110. SCOPE OF WORK: The public infrastructure scope of work includes, but is not limited to, replacing an existing storm line that cuts through the site, building two detention ponds to facilitate the flow of storm water, installing a sanitary sewer line, and upsizing the storm lines in Hemphill Street. Developer will be entitled to submit Reimbursement Requests until 30 days after the Completion Deadline. In consideration of the ARPA Funds, Developer agrees to provide the following information and meet the following requirements: • ARPA funds will be used for public infrastructure improvements that benefit all residents in an area where at least 5 1 % of the resident are low- and moderate- income persons as defined in 24 CFR Part 570.208; and, • Public infrastructure improvements in support of the development of Tobias Place will include, but are not limited to the scope of work listed above. SPECIFIC PURPOSE: The specific purpose of this project is to benefit low- and moderate -income individuals and families by providing them with affordable housing. PROJECT OBJECTIVES: The project will support the need for the construction of 288 affordable housing units: 235 units will be set aside for households earning 60% or less of area median income (AMI) with another 53 units set aside for households earning 0-30% of AMI. ARPA CONSTRUCTION CONTRACT — EXHIBITS Tobias Place, LP — ARPA Drainage and Infrastructure Improvements IN EXHIBIT "B" BUDGET TOBIAS PLACE [ESTIMATED] SOURCES AND USES Source Priority Construction # Funding Description of Lien Financing Permanent Financing Financing Participants 1 Construction Loan 1st $[33,331,528.00] $[33,331,528.00] Regions Bank 2 Bridge Loan 2nd $[18,048,500.00] $0.00 Regions Bank 3 Investor Equity [$14,209,025.00] [$32,257,525.00] Regions Bank Land Acquisition and Pre- Fort Worth Housing Development Costs Finance Corporation 4 Reimbursement 3rd $1,750,000.00 $1,750,000.00 (FWHFC) American Rescue Plan 5 Act (ARPA) Funds - City 4th $8,000,000.00 $8,000,000.00 City of Fort Worth 6 ARPA Funds - FWHFC 5th $2,000,000.00 $2,000,000.00 FWHFC Tarrant County 7 Rainwater Funds - TCHC 6th $800,000.00 $800,000.00 Homeless Coalition 8 Deferred Developer Fee [$2,304,244.00] [$2,304,244.00] Tobias Place, LP 9 General Partner Equity $100.00 $100.00 Tobias Place, GP LLC Special Limited Partner OP Tobias Place SLP, 10 Equity $10.00 $10.00 LLC TOTAL SOURCES OF FUNDS [$80,443,407.00 [$80,443,407.00] TOTAL USES OF FUNDS [$80,443,407.00] �7 Vz= ARPA FUNDS BUDGET Drainage and Infrastructure Hard Costs $8,000,000.00 TOTAL $8,000,000.00 ARPA CONSTRUCTION CONTRACT — EXHIBITS Tobias Place, LP — ARPA Drainage and Infrastructure Improvements EXHIBIT "C" CONSTRUCTION AND REIMBURSEMENT SCHEDULE TOBIAS PLACE ACTIVIITES: COMPLETE by: April 30, 2025 Activity ARPA Funds Infrastructure Hard Costs* Prior to Reimbursement, Developer must submit contractor/subcontractor/vendor searches under Federal System for Award Management (www.sam.gov). Funds will be disbursed once Documentation is received for eact Reimbursement Request. Such request may be submitted throughout the Project." TOTAL $8,000,000.00 *Developer will only be reimbursed for eligible expense . **Developer must submit Complete Docu ation with Reimbursement Request in order to be reimbursed. Failure to timely submit R t Requests d Complete Documentation along with any required reports shall be a ent cult. TheInal Reimbursement Request must be submitted within 60 days of the abo ent' d deadline. $8,000,000.00 ARPA CONSTRUCTION CONTRACT — EXHIBITS Tobias Place, LP — ARPA Drainage and Infrastructure Improvements EXHIBIT "D" AUDIT REQUIREMENTS TOBIAS PLACE NOT APPLICABLE ARPA CONSTRUCTION CONTRACT — EXHIBITS Tobias Place, LP — ARPA Drainage and Infrastructure Improvements EXHIBIT "E" LOAN DOCUMENTS TOBIAS PLACE ARPA CONSTRUCTION CONTRACT — EXHIBITS Tobias Place, LP — ARPA Drainage and Infrastructure Improvements PROMISSORY NOTE Date: August 29, 2023 Borrower: Tobias Place GP, LLC, a Texas limited liability company Borrower's Mailing Address: Tobias Place GP, LLC c/o Fort Worth Housing Finance Corporation Lendet Place f Princif Loan A Annua Maturi Annual Interest Rate on Matured, Unpaid Amounts: 6% conies from (c)(1)(A) of ity drainage rent known ue Plan Act V). :)ntract. Terms of Payment (principal and interest): Capitalized terms not defined herein shall have meanings assigned to them in the Contract. The Principal Amount is a forgivable deferred payment loan. Payment of the Principal Amount will only be required if Borrower does not comply with the terms of the Contract, PROMISSORY NOTE — ARPA FUNDS Page 1 Tobias Place — ARPA Drainage and Infrastructure Improvements the ARPA Requirements, or the terms of this Note and any instrument evidencing or securing the Loan (collectively, the "Loan Documents"). Any payment required to be made under the terms of this Note shall be made only to the extent payment is received by Borrower from Tobias Place, LP, a Texas limited partnership ("Owner"), on that certain Promissory Note dated as of the date hereof in the original principal amount of $8,000,000 (the "Borrower Note"), which note is collaterally assigned to Lender as more particularly described in the Contract. This Note is the Note required in the Contract and has been executed and delivered in accordance with its terms. The funds advanced by Lender are ARPA funds and the Contract requires that the funds be used to construct drainage and infrastructure improvements in support of the Project and that the Pr oje provides affordable housing opportunities for the 5-year Performance Period, as parti rly defined in the Contract. Borrower shall fulfill the following ARPA RZ'ents as more particul escribed in the Contract: 1. Construct drainage and infrastructure Project. 'Ahl— 2. During the Performance a. operatAth &o9ject as the Co b. comp y in Contract. for the development of the development as described in with the ARPA Requirements and the The Loa nced 17s Note and the obligations described in the Contract pertaining to thRdeequireme 11 be in default and the Principal Amount and any other sums d4 hereunder mad be dec immediately payable if Borrower does not comply in all material respects withihe A A Requirements and all other requirements in the Contract durin�-4he 5-year Performance Period (subject to applicable notice and opportunity to cure), all�,as more particularly described in the Contract. In the event of such default, Lender n1gy invoke any remedies provided in the Contract or the Deed of Trust (below defined) fo efauit. Upon the expiration of the Performance Period and complete performance of the obligations described in the Contract and the terms and conditions of the Loan Documents, the Loan shall be deemed forgiven. Security for Payment: Assignment by Borrower to Lender of the Borrower Note and that certain Leasehold Deed of Trust, Security Agreement — Financing Statement dated as of the date hereof from Owner to Borrower (the "Deed of Trust"), which covers the following real property: PROMISSORY NOTE — ARPA FUNDS Page 2 Tobias Place — ARPA Drainage and Infrastructure Improvements SOUTH FORT WORTH ADDITION BLOCK 8 LOT 13R AND SOUTH FORT WORTH ADDITION BLOCK 6-R LOT 1 (the "Property"). Other Security for Payment: None If the Principal Amount is not forgiven, Borrower promises to pay to the order of Lender the Principal Amount at the Place for Payment and according to the Terms of Payment. All unpaid and unforgiven amounts are due immediately following the Maturity Date. After maturity, Borrower promises to pay any unpaid and unforgiven principal balance plus interest at the Annual Interest Rate on Matured, Unpaid Amounts. I If Borrower defaults in the payment of this Note or in the ance of its obligations under the Contract or the ARPA Requirements or any other obli instrument securing or collateral to this Note, Lender may declare the unpaid pri c balan rned interest, and any other amounts owed on the Note immediately due and paable. Notwithstanding anything to the contrary, if a monetary ev t of default MWs under the terms of any of the Loan Documents, prior to exercising any re Lender shall give Borrower and each of the Partners of Owner, as identified in the Amenie estated Agreement of Limited Partnership of Owner dated as of the date hereof (the "Partnership Agreement"), simultaneous written notice of such default. Borrower or he Partners of Owner hall have a period of 15 business days after such notice is given within whichlo curdefault pri xercise of remedies by Lender under the Loan Documents. Notwithstanding anything t con , if anon event of default occurs under the terms of any of the Loan Doi, rior to exercising any remedies, Lender shall give Borrower and of the Partners of Owner, simultaneous written notice of such default. If the default is reasonalpable of being cured within 30 business days, Borrower shall have such period to effect acure prior to xercise of remedies by Lender under the Loan Documents. If the default is such th t it is not rea bl capable of being cured within 30 business days, and if Borrower (i) initiates cotive sac. ' d erod, and (ii) diligently, continually, and in good faith works to effect a cure as so as possible, en Borrower shall have such additional time as is reasonably nece cure fault prior to exercise of any remedies by Lender. h1 no event shall Lender tie prec d from sing remedies if its security becomes or is about to become materially jeopardized by'�iy' ailur ure a default or the default is not cured within 180 days after the fir0notice of default is giv . If the default is not cured after notice within the time periods stated above, 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, a n tiee of protest, to the extent permitted by law. Any cure tendered by the Partners of Owner e accepted by Lender as if it were tendered by Borrower. Borrower also promises to pay reasonable attorney's fees and court and other costs if this Note is placed in the hands of an attorney to collect or enforce the Note. These expenses will bear interest from the date of advance at the Annual Interest Rate on Matured, Unpaid Amounts. Borrower will pay Lender these expenses and interest on demand at the Place for Payment. These expenses and interest will become part of the debt evidenced by the Note and will be secured by the Security for Payment. Interest on the debt evidenced by this Note will not exceed the maximum rate or amount PROMISSORY NOTE — ARPA FUNDS Page 3 Tobias Place — ARPA Drainage and Infrastructure Improvements 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. Borrower may prepay this Note in any amount at any time before the Maturity Date without penalty or premium. When the context requires, singular nouns and pronouns incL a plural. Subject the terms of the Senior Loan Documents, if default occurs in of principal or interest of the Senior Indebtedness, or in observance of any co the Senior Loan Documents, the entire debt evidenced by e will i payable at the option of Lender. N L this The execution and delivery of this Note are If any provision of this Note conflic or any other document evidencing the sa provisions of the Contract will govern to the This Note will be Constru( choice -of -law rules of any *urisdicti the Contract. of any part antained in 4v become Contract, the Deed of Trust Lender and Borrower, the of the state of Texas without regard to AGE INTENTIONALLY LEFT BLANK] PROMISSORY NOTE — ARPA FUNDS Page 4 Tobias Place — ARPA Drainage and Infrastructure Improvements THE CONTRACT AND THE NOTE 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. TOBIAS PLACE GP, LLC, a Texas limited liability company By: Fort Worth Housing Financ,gipvoration, a Texas nonprofit housin ance corporation, its manager ;sistant PROMISSORY NOTE — ARPA FUNDS Page 5 Tobias Place — ARPA Drainage and Infrastructure Improvements COLLATERAL ASSIGNMENT OF NOTE AND LEASEHOLD DEED OF TRUST THIS COLLATERAL ASSIGNMENT OF NOTE AND LEASEHOLD DEED OF TRUST (this "Assignment") is made effective as of August 29, 2023, between TOBIAS PLACE GP, LLC, a Texas limited liability company ("Assignor"), whose address is 200 Texas Street, Fort Worth, Texas 76102, and CITY OF FORT WORTH, TEXAS, a Texas municipal corporation ("Assignee"), whose address is 200 Texas Street, Fort Worth, Texas 76102, under the following circumstances: A. Assignor as Lender, with the proceeds of a $!W, OO.00 loan made by Assignee to Assignor (the "City Loan") pursuant to an American Rescue Plan Act Agreement between Assignee and Assignor (the "ARPA Contra made a loan to Tobias Place, LP, a Texas limited partnership ("Borrower") in the amou 8,000,000.00 (the "ARPA Funds"), which provides that the ARPA Funds loaned by Ass to Assignor, and then by Assignor to Borrower (the "ARPA Lo ") to be used in co ion with the construction of the certain drainage and i cture provements support the development of a multifamily rental project co known as Tobias Place (the "Project"). B. Borrower executed livered to A r a Promissory Note dated as of August 29, 2023 (the "Borrower e to the of Assignor in the amount of and evidencing the ARPA Loan. C. The Boll Note is idenced by that certain Loan and Funding Agreement dated as of Au st 29, 202 ecuted by Borrower and Assignor (the "Loan Agreement") and�i) secured by a Leaseh eed of Trust Security Agreement —Financing Statement date as of August � uted by Borrower in favor of Assignor (the "Deed of Trust"-qnd together orrower Note, Loan Agreement and such other documen instru s evidencing, securing, governing or guaranteeing the ARPA Loan, the " ocents"), with respect to the real property described in Exhibit "A" pereof and recorded in the Real Property Records of Tarrant Assignor now desires to collaterally assign to Assignee solely as security for the City Loan all of its right, title and interest in the Borrower Note and Deed of Trust to Assignee on t q&`ms set forth herein. NOW, THEREFORE, for valuable consideration paid, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Assignor hereby assigns and transfers to Assignee all of Assignor's right, title and interest in the Deed of Trust, together with the indebtedness secured by the Deed of Trust as evidenced by the Borrower Note, to secure repayment of that one certain Promissory Note dated August 29, 2023 from Assignor to Assignee in the original principal amount of $8,000,000.00 evidencing the City Loan as defined as the "Loan" in the ARPA Contract (the "City Note" and together with the ARPA Contract and such other documents and instruments evidencing, securing, COLLATERAL ASSIGNMENT OF NOTE AND LEASEHOLD DEED OF TRUST Page 1 governing or guaranteeing the City Loan, the "City Loan Documents"). For the avoidance of doubt, if and when the City Note is discharged, whether by payment or by cancellation as provided in the City Note, this Assignment shall be terminated and the Borrower Note and all right, title and interest therein and in the Deed of Trust shall revert to Assignor. 2. Assignor represents and warrants to Assignee that (i) Assignor is the sole legal and equitable owner and holder of the Borrower Note and the obligations evidenced thereby, (ii) Assignor has not assigned, mortgaged or hypothecated the Borrower Note, any obligations evidenced thereby, or any of the liens and security interests granted in the ARPA Loan Documents or otherwise securing the Borrower Note to any parry other than Assignee, (iii) no default, or event that, with notice, lapse of time or both, would constitute a default, under the Borrower Note or any other ARPA Loan Documents has occurred, and (iv) Assignor has the full ri dan thority to sell, assign, pledge and grant a security interest in and to the ARPA Loan Documents. 3. Upon the occurrence of a default or an event of default by Ass or Borrower under the ARPA Loan Documents or City Loan Documents, which fault remains red beyond any applicable notice and cure or grace period (such event, an addition to the rights and remedies provided for therein or UN remedies of Assignor under the Deed of Trust and the other 4. This Assignment shall be bilWi'1 shall their respective successors, assigns, heirs Follow] Fas fDefault"), Assignee may, in law, have all of the rights and A Loan Documents. the benefit of the parties and COLLATERAL ASSIGNMENT OF NOTE AND LEASEHOLD DEED OF TRUST Page 2 EXECUTED effective as of the 29th day of August, 2023. ASSIGNOR: TOBIAS PLACE GP, LLC, a Texas limited liability company Un STATE OF TEXAS COUNTY OF TARRANT Fort Worth Housing Finance Corporation, a Texas nonprofit housing firj&ce corporation, This instrument was acknowledgedfore me on Assistant General Manager of Fort Worth Housing Finan finance corporation, the manager of Tobias A lace G general partner of TobiaTexas li ite( s P a partnership. A Manager �2023, by Victor T. Turner, the on, a Texas nonprofit housing limited liability company, the ). on behalf of said limited Notary Public, State of Texas COLLATERAL ASSIGNMENT OF NOTE AND LEASEHOLD DEED OF TRUST Page 3 ASSIGNEE: CITY OF FORT WORTH a Texas municipal corporation In STATI COUN Assista corpor, Fernando Costa, Assistant City Manager .o Costa, the -half of said COLLATERAL ASSIGNMENT OF NOTE AND LEASEHOLD DEED OF TRUST Page 4 EXHIBIT "A" LEGAL DESCRIPTION Tract 1: Lot 13-R, Block 8, SOUTH FORT WORTH ADDITION, an Addition to the City of Fort Worth, Tarrant County, Texas, according to plat recorded in Volume 388-184, Page 17, Deed Records of Tarrant County, Texas. Tract 2: Lot 1, Block 6-R, SOUTH FORT WORTH ADDITION, an Tarrant Tarrant I, City of Fort Worth, 60, Deed Records of COLLATERAL ASSIGNMENT OF NOTE AND LEASEHOLD DEED OF TRUST Page 5 EXHIBIT "F" REIMBURSEMENT FORMS TOBIAS PLACE Attachment I ARPA INVOICE Developer: Tobias Place GP, LLC Address: 200 Texas Street City, State, zip: Fort Worth, Texas 76102 Project: ARPA Drainage and Infrastructure Improvements Tax ID NO.: EIN: 87-3019531 Amount This Invoice 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 CONSTRUCTION CONTRACT — EXHIBITS Tobias Place, LP — ARPA Drainage and Infrastructure Improvements Attachment II City of Fort Worth Neighborhood Services Department Expenditure Worksheet Developer: Tobias Place GP, LLC Project: ARPA Drainage and Infrastructure Improvements Line No. I Date I Check No. I Payee or Beneficiary* I - Description* I Amount 1 2 3 4 5 6 7 8 9 10 I 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. Rent must identify tenant. Other payments should identify individuals, if applicable. ARPA CONSTRUCTION CONTRACT — EXHIBITS Tobias Place, LP — ARPA Drainage and Infrastructure Improvements EXHIBIT "G" DOCUMENTATION OF ARPA REQUIREMENTS TOBIAS PLACE 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 construct public drainage and infrastructure improvements in support of the affordable housing development known as the Tobias Place, which includes, but is not limited to, the Scope of Work defined in Exhibit A. 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. ARPA CONSTRUCTION CONTRACT — EXHIBITS Tobias Place, LP — ARPA Drainage and Infrastructure Improvements EXHIBIT "H" FEDERAL LABOR STANDARDS PROVISIONS - DAVIS-BACON REQUIREMENTS HUD-4010 U.S. Department of Housing and Urban development Federal Labor Standards Provisions Office of Davis -Bacon and Labor Standards A. APRJCABIUTY The Project or Program to which the construction work covered by this Contract pertains is being assisted by the Urirted States of America, and the following Federal Labor Standards Provisions are included in this Contract pursuant to the provisions applicable to such Federal assistance - III MINIMUMWAGES (i) All laborers and mechanics employed or working upon the site of the work will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate an any account (except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Art (29 CFR Part 3)j, the full amount of wages and bona fide fringe benefits (or cash equivalentsthereof) due at time of payment, computed at rates not less than those contained in the wage determination of the Secretary of Labor (which is attached hereto a nd made a part hereof]r regardless of any contractual relationship which may be alleged to exist between the contractor and such laborers and mechanics. Contributions made or costs reasonably anticipated for bona fide fringe benefits under Section 1(b)(2) of the Davis Baoon Act an behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of 29 CFR 5.5(ai(1){iv]; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs, which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually performed, without regard to skil I, except as provided in 29 CFR 5.5[a]14j. Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein. Provided, that the employer's payroll records accurately set forth the tine spent in each classification in which work is performed. The wage determination (including any additional classification and wage rates conformed under 29 CFR 5.5(aj{1]{ii} and the Davis -Bacon poster (WH 1321)i shall be posted at all times by the contractor and its subcontractors at the site of the work in a prominent and accessible place, where it can be easily seen by the workers. {iij Additional Classifications. [A] Any class of laborers or mechanics which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. HUD shall approve an additional classification and wage rate and fringe benefits therefor only when the following criteria have been met: (1) The work to be performed by the classification requested is not performed by a classfication in the wage determination; (2) The classification is utilized in the area by the construction industry; and (3) The proposed wage rate, including any bona fide fringe benefitsr bears a reasonable relationship to the wage rates contained in 'the wagedieterrninatiin_ [Bj If the mntractorr the laborers and mechanics to be employed in the classification (if knowni, or their representatives, and HUD or its designee agree in the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate}, a report of the action taken shall be sent by HUD or its designee to the Administrator ofthe Wage and Hour Division ("Administrator"), Employment Standards Administration, U.S. Department of Labor, Washington, D.C. 20210. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise HUD or its designee or will notify HUD or its designee within the 30-day period that additional time is necessary. (Approved by the Office of Management and Budget ("OMB") under OMB control number 1235-023.) [C] In the event the contractor, the laborers or mechanics to be employed in the classification or their representatives, it HUD or its designee do not agree on the proposed classification and wage rate (includingthe amount designated for fringe benefits, where appropriate}, HUD or its designee shall refer the questionsr including the views of all interested parties and the recommendation of HUD or its designee, to the Administrator for determination. The Administrator, or an authorized representativer wil I issue a determination within 30 days of receipt and so advise HUD or its designee or wil I notify HUD or its designee within the 34-day period that additional time is necessary. {Approved by the Office of Management and Budget under OMB Control Number 1235-0023.) HUD-710 ;06;'20221 Previous editions are obsolete_ Page 1 of S ref. Ha nebook =',�1.= ARPA CONSTRUCTION CONTRACT — EXHIBITS Tobias Place, LP — ARPA Drainage and Infrastructure Improvements [D) The wage rate (including fringe benefits, where appropriate) determined pursuant to subparagraphs (1)(ii)(B) or (C) of this paragraph, shall be paid to all workers performing work in the dassifcation under this Contract from the first day on which work is performed in the classification. {ii] Whenever thentinimumwagerateprescribedinthecontractforaclassoflaborersormechanicsincludesafringe benefit which is not expressed as an hourly rate, the contractor shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof. {iv] If the contractor does not ma ke payments to a trustee or oth er third person, the contractor rnay consider as part of the wages of any laborer or mechanic the amount of any casts reasonably anticipated in providng bona fide fringe benefits under a plan or program, Providedr that the Secretary of Labor has found, upon the written request of the contractor, that the applicable standards of the Davis -Bacon Act have been met The Secretary of Labor may require the contractor to set aside in a separate account3s= for the meeting of obligations under the plan or program. (Approved by the Office of Management and Budget under OMB Control Number 1235-0023.) (2) >rYdhholding. HUD or its designee shall, upon its own action or upon written request of an authorized representative ofee U.S. Department of Labor, withhold or cause to be withheld from the contractor under this contract or any other Federal contract with the same prime contractor, or any other Federally-assiste l contract subject to Davis -Bacon prevailing wage requirements which is held by the same prime crmtractorr so much of the accrued payments or advances as may be considered necessary to pay laborers and mechanics, inducting apprentices, trainees and helpers, employed by the contractor or any subcontractor the full amount of wages required by the contract In the event offailure to pay any laborer or mechanic, including any apprentice, trainee or helper, employed or working on the site of the work, all or part of the wages required by the contract, HUD or its designee mayr after written notice to the oantractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds unti I such violations have ceased. HUD or its designee may, after written notice to the €ontractorr disburse such amounts withheld for and on account of the contractor or subcontractor to the respective employees to whom they are due. The U.S. Department of Labor shal I make such disbursements in the case of direct Davis -Bacon Act contracts_ (31 payrolls: and basic records. {i] Maintaining Payroll Records. Payrolls and basic records relating thereto shall be maintained by the contractor during the course of the work and preserved for a period of three years thereafter for al I laborers and mechanics working at the site of the work. Such records shall contain the name, address, and social security number of each such worker, his or her correct dassification(s), hourly rates of wages paid {including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in Section 1(b)(2)(B) of the Davis -Bacon Act], daily and weekly number of hours worked, deductions made, and actual wages paid. Whenever the Secretary of Labor has found, under 24 CFR 5.5(a)(1)(or), that the wages of any laborer or mechanic induce the amount of any costs reasonably anticipated in providing benefits under a plan or program described in Section 1(b)(2)(B) of the Davis -Bacon Act, the contractor shall maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program isfinancially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affectedr and records which show the costs anticipated or the actual cast incurred in providi ng such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs. (Approved by the Office of Management and Budget under OMB Control Numbers 1235-0423 and 2215-0019) {ii) Certified payroll Reports. [A] The contractor shall submit weekly, for each week in which any contract work is performedr a copy crf all payrolls to HUD or its designee if the agency is a party to the contract, but if the agency is not such a party, the contractor will submit the payrolls to the applicant sponsor, or owner, as the case may be, for transmission to HUD or its designee. The payrolls submitted shall set out accurately and completely all of the information required to be maintained under 29 CFR 5.5(aH3](i], except that ful I social security numbers and home addresses shall not be included on weekly transmittals. Instead, the payrolls only need to include an individually identifying number for each employee (e.g., the last four digits of the employee's social security number). The required weekly payroll information may be submitted in any form desired. Optional Form WH-347 is available for this purpose from the Wage and Hour Division Web site at https:}}www.dol.gcw/agendes/whd/forms or its successor site. The prime rnntrartor is resoorssiblp fr3r tha a ihmirrintrArtnrs HUD-4010 (0612022) Previous editions are obsolete. Page 2 of 5 ref. Handbook 1344.1 ARPA CONSTRUCTION CONTRACT — EXHIBITS Tobias Place, LP — ARPA Drainage and Infrastructure Improvements Contractors and subcontractors shall maintain the full social security number and current address of each cowered workerr and shall provide them upon request to HUD or its designee if the agency is a parry to the contract, but if the agency is not such a partyr the contractor will submit the payrolls to the applicant sponsor, or ownerr as the case may be, for transmissi an to HUD or its designee, the contractor, or the Wage and Hour Division of the U_S_ Department of Labor for pu rposes of an investigation or audit of compliance with prevailing wage requirements_ lit is not a violation of this subparagraph for a prime contractor to require a subcontractor to provide addresses and social security numbers to the prime contractor for its our records, without weekly submission to HUD or its designee_ (Approved by the Office of Management and Budget under OMB Control Number 123S-0008_) [9 j Each payroll submitted shall be accompanied by a 'Statement of Compliance," signed by the contractor or subcontractor or his or her agent who pays or supervises the payment of the persons employed under the contract and shall certify the fol lowing: (1) That the payroll for the payroll period contains the information required to be provided under 29 CFR 55(a)(3){ii ), the appropriate information is being maintained under 29 CFR S_5(a)(3)(i), and that such information is correct and complete, (2) That each laborer or rn edhanic (including each hel per, apprentice, and trainee) employed on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectlyr and that no deductions have been made either directly orindirectlyfrom the full wages earned, other than permi ssi ble deductions as set forth in 29 CFR Part 3; (3] That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the class"�tion of work performedr as specified in the applicable wage determination incorporated into the contract; and [C] The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH-347 shall satisfy the requirernent for submission of the "Statement of Compliance" required by subparagraph (a)(3)(i)(b). [D) The falsification of any ofthe above certifications may subject the contractor or subcontractor to civil or criminal prosecution under Section 1001 of Title 18 and Section 3729 of Title 31 of the United States Code_ {iii) The contractor or subcontractor shall make the records required under subparagraph (a)(3)(ij available for inspection, copying, or transcription by authorized representatives of HUD or its designee or the U_5_ Department of Labor, and shall permit such representatives to interview employees duri ng working hours on the job. If the contractor or subcontractor fails to submit the required records or to make them available, HUD or its designee may, after written notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds_ Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CM S.12_ (d) Apprentices and Trainees. Apprentices. Apprentices will be permitted to work at I ess than the predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S_ Department of Labor, Employment and Training Administration, Office of Apprenticeship Trainingr Employer and Labor Services, or with a State Apprenticeship Agency recognized by the Office, or if a person is employed in his or her first 90 days of probationary employment as an apprentice in such an apprenticeship program, who is not individually registered in the program, but who has been certified by the Office of Apprenticeship Training, Employer anal Labor Services, or a State Apprenticeship Agency (where appropriate)r to be eligible for probationary empk?ymher t as _n apprerhtire. The allowable ratio of apprentices to journeymen an the jab site in any craft dassifi€ation shall not be greater than the ratio permitted to the contractor as to the entire work fore under the registered program. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be paid not less than the applicable wage rate on the wage determination for the dassification of work actually performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. Where a contractor is performing construction on a project in a localityotherthan that in which its program is registered, the ratios and wage rates (expressed in percentages of the journeyman's hou dy rate) specified in the contractor's or subcontractor's registered program shall be observed. Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice's level of progress, expressed as a percentage of the journeymen hourly, rate specified in the applicable wage determination. Anarentioes shall be ruirl fringe benefits in accordance with the provisions of the apprenticeship or mr T HUD44110 (0612022) Previous editions are obsolete_ Page 3 of 5 ref_ Handbook 1344_1 ARPA CONSTRUCTION CONTRACT — EXHIBITS Tobias Place, LP — ARPA Drainage and Infrastructure Improvements If the apprenticeship program does not spedfy fringe benefits, apprentices must be paid the full amount of fringe benefits listed an the wage determination for the applicable classification_ If the Administrator determines that a different practice prevails for the applicable apprentice classification, fringe benefits shall be paid in accordance with that determination. In the event the Mice of Apprenticeship Training, Employer and Labor Services, ora State Apprenticeship Agency recognized by the Office, withdraws approval of an apprenticeship program, the contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved_ (ii) Trainees, Except as provided in 29 CFR 5.16, trainees wi II not be permitted to work at less than the predetermined rate for the work performed, unless they are employed pursuant to and individually registered in a program which has received prior approval, evidenced by formal certification by the U.S_ Department of Labor, Employment and Training Admi nistration. The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan approved by the Employment and Training Admi nistration. Every trainee must be paid at not less than the rate specnied i n the approved program for the trainee's leM of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. Trainees shall be paid fri nge benefits in accordance with the provisions of the trainee program. If the trainee program does not nrerrdon fringe benefits, trainees stealI be paid the full amount of fringe benefits lislad an the wage determination unless the Administrator of the Wage and Hour Division determines that there is an apprenticeship program associated with the corresponding journeyman wage rate on the wage determination which provides for less than full fringe benefits for apprentices_ Any employee listed on the payroll at a trainee rate who is not registered and participating in a training plan approved by the Employment and Training Administration shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. In addition, any trainee performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. In the evert the Employment and Training Administration withdraws approval of a training program, the contractor will no longer be permitted to utilize trainees at less tha n the applicable predetermined rate for the work performed until an acceptable program is approved. (i`a) Equal employment opportunity. The utilization of apprentices, trainees, and journeymen under 29 CFR Part 5 shall be inconformity with the eR,-al employment opportunity requirements of Executive Order 11246, as amended, and 29 CFR Part 30. 01 Compliance with Copeland Act requirements. The contractor shall compty with the requirements of 29 CFR Part 3, which are incorporated by reference in this Contract. (li j Subcontracts. The contractor or subcontractor will insert in arry subcontracts the clauses contained in subparagraphs (1) through (11) in this paragraph (a) and such other clauses as HUD or its designee may, by appropriate instructions, require, and a copy of the applicable prevailing wage decision, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses in this paragraph_ (7 j Contract termination; debarment. A breach of the contract clauses in 29 CFR 5.S may be grounds for termination of the contract and for debarment as a contractor and a subcontracbor as provided in 29 CFR 5.12. III Compliance with Davis$acon and Related Act Requirements. All rulings and interpretations ofthe Davis -Bacon and Related Acts contained in 29 CFR Parts 1, 3, and 5 are herein incorporated by reference in this Contract. 191 Disputes can€erning labor standards. Disputes arising out of the labor standards provisions of this Contract shall not be subject to the general; clause ofthis Contract. Such disputes shall be resolved in accordance writhe the procedures of the U-S. Department of Labor set forth in 29 CFR Parts 5, 6, and i- Disputes within the meaning of this clause include disputes between the contractor (or any of its subcontractors) and HUD or its designee, the U.S. Department of Labor, or the employees or their representatives_ (10) Certification of Eligibility. (i) By enters ng into this Contractr the contractor certifies that neither it {nor he or she) nor any person or firm who has an interest i n the €ontractces firm is a person or firm ineligible to be awarded Government contracts by virtue of Section 3{a) of the DavisrBamn Act or 29 CFR 5.12(a)(1) or to be awarded HU D contracts or participate in HUD programs pursuant to 24 CFR Part 24_ HUD-KU (0612D22) Previous editions are 01350lete_ Page 4 of S ref_ Handbook 1344-1 ARPA CONSTRUCTION CONTRACT — EXHIBITS Tobias Place, LP — ARPA Drainage and Infrastructure Improvements (ii) No part of this Contract shall be subcontracted to any person or firm ineligible for award of a Government contract by virtue of Section 3(a) of the Davis -Bacon Act or 29 CFR 5.12(a)(11 or to be awarded HUD contracts or participate in HUD programs pursuant to 24 CFR Part 24_ (aii) Anyone who knowingly makes, presents, or submits a false, fiCt tfousr or fraudulent statement* representation or certification is subject to criminal, civil and/or administrative sanctions, including fines, penalties, and imprisonment 18 U S.C_ §§ 227, 1001, 1010,1012; 31 U S.C_ §§ 3729, 3302. (11) Complaints, Praoeedingr, or Testimony by Employees. No laborer or mechanic, to whom the wage, salary, or other labor s andards provisions of this Contract are appicabler shall be discharged or in any other manner discriminated against by the contractor or any subcontractor bemuse such employee has filed any complaint or instituted or caused to be instituted any proceeding or has testified or is about to testify in any proceeding under or relating to the labor standards applicable under this Contract to his employer. 9. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT The provisions of this paragraph (b) are applicable where the amount of the prime contract exceeds S100,000. As used in this paragraphs the terms "laborers" and "mechanics" include watchmen and guards. III Overtime requirements. No contractor or subcontractor contracting for any part of the contract work, which may require or involve the employment of laborers or mechanics, shall require or permit any such laborer or mechanic in any workweek in which the individual is employed on such work to work in excess of 40 hours in such workweek, unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for al I hours worked in excess of 40 hours in such workweek. 121 Violation; liability for unpaid wages; liquidated damages. In the event of arty violation of the clause set forth in subparagraph 13(1 of this paragraph, the contractor, and any subcontractor responsible therefor, shall be liable for the unpaid wages_ In add ition, such contractor and subcontractor shall he liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory) for liquidated damages. Such liquidated damages steal I be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in subparagraph 13(1) of this paragraph, in the sum set by the U.S. Department of Labor at 29 CFR 5.5(bl(21 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of 40 hours without payment of the overtime wages required by the clause set forth in subparagraph B(1) of this paragraph. In accordance with the Federal Civil Penalties Inflation Adjustment Act of 1990 (28 U_S_C_ § 2461 Note), the DOL adjusts this civil monetary penalty for inflation no later than January 15 each year. 131 Whhhotding for unpaid wages and liquidated damages. HUD or its designee shall, upon its own action or upon written request of an authorized representative of the U-S_ Department of Labor, withhold or cause to be withheld from any moneys payable on account of work performed by the contractor or subcontractor under any such contract, or any other Federal contract with the same prime contract, or any other federally assisted contract subject to the Contract Work Hours and Safety Standards Act which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any lliabilities of such contractor or subcontractor for unpaid wages and liquidated damages, as provided in the clause set forth in subparagraph B(2) of this paragraph_ j4j Subcontracts. The contractor arsubeontractorshall insert in any subcontracts the clauses set forth in subparagraph B(1) through (4) of this paragraph and also a clause requin ng the subcontractors to include these clauses in any lower tier subcontracts_ The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in subparagraphs 13(1) through (4) of this paragraph- C. HEALTHANDSMETy The provisions ofthis paragraph (c) are a pplicable where the amount of the prime contract exceeds $100,000_ (1 j No laborer or mechanic shall be required to work in surroundings or under working conditions which are unsanitary, hazardous, or dangerous to his or her health and safety, as determined under construction safety and health standards promulgated by the Secretary of Labor by regulation_ j2j The contractor shall comply with all regulations issued by the Secretary of Labor pursuant to 29 CFR Part 1926 and failure to comply may result in imposition of sanctions pursuant to the Contract Work Hours and Safety Standards Act, (Public Law 91-54, 83 Stat 96(, 40 U.S-C. § 3701 et seq. 131 The contractor shall include the provisions of this paragraph in every suboontractr so that such provisions will be banding on each subcontractor. The contractor shall take such action with respect to any subcontractor as the Secretary of Housing and Urban Development or the Secretary of Labor shall direct as a means of enforcing such provisions. HUD-4010 (OG12022} Previous editions are obsolete_ Page 5 of 5 ref_ Handbook 1344_1 ARPA CONSTRUCTION CONTRACT — EXHIBITS Tobias Place, LP — ARPA Drainage and Infrastructure Improvements EXHIBIT "I" STANDARDS FOR COMPLETE DOCUMENTATION TOBIAS PLACE FORTWORTHO Standard of Documentation for Reimbursement of Development Costs Cost Type Documentation Standard A,ca."s"tior odeal Pro;uerty - Notice to Seller (date must be on or before the date of options agreement or sales contract and signed by the buyer and seller) Recorded Deed of Trust Purchase Agreement w/ Required HUD language Master Settlement Statement/HUD-1 Appraisal or other document used to determine purchase price Proof of Payment(i_e., bank state me nt/ca ncelled check) Verification of Vacant Status (as applicable) Pre-DeueIopmentandSoft - Invoioeshouldinclude: Ccsts (Architect, Engineer, ■ date; Landscape Design, Surveys, ■ company's letterhead; Aapraisals, Environmental, Legal ■ addressforwhich service is provided; Fees, D-her Consultants, Etc.) ■ description of services) and item(s); ■ amount for itemized services; and ■ total amount - Proof ofPayment(i._e.,bankstatementorcancelled che€k) - Fully executed contract/service agreements/letter agreements and applicable amendments o Provide printout from www_sarn_eouverifying contractor/subcontractor is not listed on the debarred and suspension list If only a portion is being paid with City funds, then show calculation and documentation of how costs are allocated_ [Neighborhood SLrvices FIKAL as of 6/21/2017 Page 1 ARPA CONSTRUCTION CONTRACT — EXHIBITS Tobias Place, LP — ARPA Drainage and Infrastructure Improvements F RTWORTH Standard of Documentation for Reimbursement of Dave loprnent Costs Construction Costs Invoice should include: (Contractors & Subcontractors) ■ date; ■ company's letterhead; ■ address for which service is provided; ■ description of service(s) and item(s); ■ amount for itemized services; and ■ total amount • proof of Payment {i_e_, hank statement or cancelled chec <'I • Copy of applicable inspection report(s) conducted by NSD InJpEctor • Copy of executed agreements ■ Provide printout from wr ww_sam_eovverifying contractorjsubcontractor 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 haw costs are allocated_ • For payment of final rrainage for the prime contractor, provide lien waivers for the prime and all subcontractors_ • List of subcontractors Frlaterials 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); ■ amountfor itemized services;ard ■ total amount • proof of Payment (i_e_, bank statement or cancelled ch:ec<) • Verification of delivery Developer Fee • Final Invoice ReifectingTotal Devel op m e nt Cost (if paid directly from HOME funds) • Proof of payment far any other en#ityffunding source contributing to development costs Show calculation of agreed upon developer fee percentage • Copies of final lien releases from contractor/subcontractor • Complete Documentation income eligibility of buyers/renters (i.ee, income documents for eligible homebuyeritenants, 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 Neighbod-ioad 5ervires FINAL as of 6/2 1f 2017 Page 2 ARPA CONSTRUCTION CONTRACT — EXHIBITS Tobias Place, LP — ARPA Drainage and Infrastructure Improvements 10/19/23, 1:39 PM M&C Review Official site of the City of Fort Worth, Texas CITY COUNCIL AGENDA FOR H Create New From This M&C REFERENCE M&C 22- 13ARPAAMERICAN RESCUE DATE: 9/27/2022 NO.: 0789 LOG NAME: PLAN ACT PROJECT ALLOCATIONS CODE: G TYPE: NOW PUBLIC NO CONSENT HEARING: SUBJECT. (ALL) Authorize the Allocation of American Rescue Plan Act State and Local Fiscal Recovery Funds for Eligible Projects as Listed, Adopt Appropriation Ordinance, and Amend Capital Improvement Program RECOMMENDATION: It is recommended that the City Council: 1. Approve the allocation of $12,019,452.00 from American Rescue Plan Act State and Local Fiscal Recovery Funds, Subtitle M (Coronavirus State and Local Fiscal Recovery Funds) for the purpose of supporting the City's Health Insurance and Worker's Compensation plan expenditures for Public Safety employees and funding the United Way One Second Collaborative, Tarrant Area Food Bank Expansion, Visit Fort Worth, and Texas Wesleyan University utility relocation ARPA initiatives; 2. Approve the allocation of $27,875,000.00 from the American Rescue Plan Act State and Local Fiscal Recovery Funds, Subtitle M (Coronavirus State and Local Fiscal Recovery Funds) for transfer to the Grants Cap Projects Federal Fund for the purpose of eligible capital streetlight and pedestrian safety projects, capital improvements for Cobb and Highland Hills Parks and the Fort Worth Zoo, and capital improvements for Will Rogers Memorial Coliseum; 3. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the Grants Cap Projects Federal Fund, transferred from the Grants Operating Federal Fund in the amount of $27,875,000, allocated as follows: (1) $16,000,000.00 for the purpose of funding the Streetlight and Pedestrian Safety Improvement project, (2) $1,500,000.00, for the purpose of funding the Cobb Park Road and Parking Reconstruction project, (3) $1,000,000.00 for the Highland Hills and Parking Reconstruction project, (4) $1,500,000.00 for the Fort Worth Zoo ARPA project, (5) $5,950,000.00 for the Will Rogers MC Air Handler project, and (6) $1,925,000.00 for the Will Rogers MC Renovation project; 4. Amend the Fiscal Year 2022 Adopted Budget and Fiscal Year 2022-2026 Capital Improvement Program. DISCUSSION: The purpose of this Mayor & Council Communication is to allocate $39,894,452.00 of American Rescue Plan Act (ARPA) Subtitle M State and Local Fiscal Recovery Funds (SLFRF) to eligible projects and to approve the appropriations necessary for the transfer of SLFRF funding to capital projects for the Transportation & Public Works and Park & Recreation Departments. The City of Fort Worth received a total ARPA SLFRF allocation of $173,745,090.00, consisting of $86,874,408.00 to be spent in the areas of Public Health and Negative Economic Impacts (Non -Revenue Recovery), and $86,870,682.00 to assist the City of Fort Worth (City) with the provision of governmental services (Revenue Recovery). On June 21, 2021, Mayor & Council Communication (M&C) 21-0445 adopted a framework of the City's priorities for ARPA funding. To -date City Council has approved projects totaling $120,366,580.00. $72,130 000.00 has been allocated in the Revenue Recovery category, leaving $14,740,682.00 available for allocation, and $48,236,580.00 has been allocated in the Non - Revenue Recovery category, leaving $38,637,828.00 available for allocation. Projects previously recommended by City Administration but not yet approved by Council include: Category Amount Project Lead Description Non -Revenue Transportation Majority Minority Area Infrastructure Recovery $16,000,000.00 & Public projects - Streetlights & Pedestrian Works Safety Non -Revenue Park & Majority Minority Area Infrastructure Recovery 2,500,000.00 Recreation projects - Cobb and Highland Hills Parks apps.cfwnet.org/counci I_packet/mc_review.asp? I D=30342&counci (date=9/27/2022 1 /5 10/19/23, 1:39 PM M&C Review Revenue 1,500,000.00 Park & Majority Minority Area Infrastructure Recovery Recreation projects - Fort Worth Zoo Revenue 200,000.00 Economic Texas Wesleyan University on -campus Recovery Development public utility relocation $20,200,000.00 Total In addition to the recommended projects above, $5,000,000.00 has been set aside from Revenue Recovery ARPA funds for a Texas A&M University project yet to be determined. In order to identify additional eligible projects to allocate remaining ARPA SLFRF funding towards, City Administration initiated a Request for Proposal process to solicit proposals. After an internal review of submissions, City Administration made recommendations for additional projects for ARPA allocations in both the Revenue Recovery category and the Non - Revenue Recovery category, as shown below. Revenue Recovery Category Project Name Amount Project Lead Will Rogers MC —Air Handlers $5,950,000.00 Public Events Will Rogers MC — Renovation Remaining Funds Total Allocation 1,925,000.00 Public Events 165,682.00 $8,040,682.00 Non -Revenue Recovery Category Description Replace facility air handlers 20+ years past life Update concourse and restrooms, ensure Americans with Disability Act compliance Held in Contingency Project Name Amount Project Lead Description Tarrant Area Food Bank 3,200,000.00 Economic Purchase of 80,000 sf facility to double Development the Food Bank's capacity Public Safety Worker's Comp 2,000,000.00 Human Resources COVID claims for Police and Fire Police Health Expenditures 1,458,372.00 Human Resources Health claims for COVID treatment Visit Fort Worth 750,000.00 Public Events Additional funding for special events United Way One Second 4,411,080.00 Police Gun violence prevention Collaborative Remaining Funds 318,375.58 Held in Contingency Total $12,137,827.58 There is an additional project in the Non -Revenue Recovery category for Deeply Affordable Housing that is anticipated to utilize $8,000,000.00 for drainage and infrastructure work necessary for the development of Tobias Place, an affordable housing development that includes over 50 deeply affordable housing units and over 200 other affordable units. This project is currently on hold pending certain decisions regarding financing, but Staff will bring forwarded an M&C on this project in early 2023 once a determination is made regarding the financing structure for the project. Not all of the identified capital projects were included in the 2022-2026 Capital Improvement Project (CIP), and some were listed in the CIP but with funding from a source other than ARPA. Adoption of this M&C will amend the CIP to add projects that were not previously listed and to revise the funding source for projects that were originally identified to be paid for from a source other than ARPA. The following chart reflects the current status for allocation of the City's ARPA funding under Subtitle M, including all M&Cs on the September 27, 2022 Council Agenda: Amount M&C Total CFW ARPA Subtitle M $173,745,090.00 21-0445 362021 AMERICAN RESCUE PLAN Funding apps.cfwnet.org/counci I_packet/mc_review.asp? I D=30342&counci (date=9/27/2022 2/5 10/19/23, 1:39 PM M&C Review Amount M&C Allocations Approved to- 1,000,000.00 21-0805 13ARPA-ADMINISTRATION Date Allocations Approved to- 21-0810 17ARPAALLOCATIONS EVANS & ROSEDALE Date 4,245,533.42 REDEVELOPMENT Allocations Approved to- 3,000,000.00 21-0809 17ARPAALLOCATION CDFI FRIENDLYAMERICA Date Allocations Approved to- 2,400,000.00 21-0811 17ARPAALLOCATIONS TO UNTHSC TECHSTARS Date Allocations Approved to- 10,100,000.00 21-0814 19ARPAALLOCATIONS TO HOUSING AND HUMAN Date SERVICES PROJECTS Allocations Approved to- 3,000,000.00 22-0268 19ARPA CENTER FOR TRANSFORMING LIVES Date Allocations Approved to- 5,000,000.00 22-0270 19ARPAALLOCATION FOR PERMANENT Date SUPPORTIVE HOUSING Allocations Approved to- 52,000,000.00 22-0934 21ARPA-FWCC EXPANSION FUNDING & PROJECT Date MANAGMENT Allocations Approved to- 6,400,000.00 21-0935 21ARPAAND PEG FUNDING -FUTURE CITY HALL Date Allocations Approved to- 8,000,000.00 21-0908 23ARPA-VACCINATIONS AND TESTING Date Allocations Approved to- 300,000.00 21-0820 25ARPA-WRMC MURAL PLAQUES Date Allocations Approved to- 6,000,000.00 21-0794 25ARPA-VFW-TDG Date Allocations Approved to- Date 4,560,000.00 21-0913 25ARPA-PED\ CAPITAL RESTORE — Allocations Approved to- 7,091,047.00 22-0368 04ARPANEIGHBORHOOD WIFI CARES Date RATI FICATION/ARPA ALLOCATION Allocations Approved to- Date 3,595,000.00 22-0366 04ARPA INFRASTRUCTURE PROGRAM Allocations Approved to- Date 3,675,000.00 22-0367 04ARPA CYBERSECURITY PROGRAM Pending Allocation (This M&C) 20,200,000.00 PREVIOUSLY RECOMMENDED PROJECTS AS LISTED Pending Allocation (This M&C) 7,875,000.00 REVENUE RECOVERY CATEGORY PROJECTS AS LISTED Pending Allocation (This 11,819,452.00 NON -REVENUE RECOVERY CATEGORY PROJECTS AS M&C) LISTED Remaining Unallocated $13,484,057.58 Balance apps.cfwnet.org/cou nci I_packet/mc_review. asp? I D=30342&counci Idate=9/27/2022 3/5 10/19/23, 1:39 PM M&C Review The remaining unallocated balance of ARPA funding consists of the following: $5,000,000.00 Texas A&M University project - to be determined 8,000,000.00 Deeply Affordable Housing project - on hold 165,682.00 Revenue Recovery category - held in contingency 318,375.58 Non -Revenue Recovery category - held in contingency $13,484,057.58 Total Remaining Unallocated Balance Funding is budgeted in the American Rescue Plan Act project within the Grants Operating Federal Fund for the purpose of funding various projects for the management and support of the ARPA initiatives approved by City Council. These projects are located in All Council Districts. NOTE ON APPROPRIATIONS - All of the ARPA dollars were previously appropriated in the Grants Projects Federal (Operating) Fund (M&Cs 21-0445 and 22-0490). Because some of the projects being recommended for approval by this M&C would constitute capital expenditures by the City, a transfer and appropriation is needed for those funds (Recommendations 2 and 3). For the recommendations that involve expenditure directly out to the Grants operating fund, no further action regarding appropriations is needed. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are available in the Grants Operating Federal Fund American Rescue Plan Act project, and that, upon approval of the above recommendations, funds will be available in the Grants Caps Projects Federal Fund in various projects for the management and support of the ARPA initiatives approved by City Council. Prior to any expenditures being incurred, the participating departments and Financial Management Services have the responsibility of verifying the availability of funds. TO Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) apps.cfwnet.org/counci I_packet/mc_review.asp? I D=30342&counci (date=9/27/2022 4/5 10/19/23, 1:39 PM M&C Review FROM Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) Submitted for City Manaqer's Office bit: Reginald Zeno (8517) Originating Department Head: Reginald Zeno (8517) Additional Information Contact: Anthony Rousseau (8338) ATTACHMENTS ARPA fundina availability at 9-14-22.ipg (CFW Internal) Ord-ARPAALLOCATIONS -Grants Cap Project Fund 21001 A022(r3).docx (Public) apps.cfwnet.org/counci I_packet/mc_review.asp? I D=30342&counci ddate=9/27/2022 5/5 10/19/23, 1:45 PM M&C Review CITY COUNCIL AGENDA Create New From This M&C DATE: 6/27/2023 REFERENCE NO.: **M&C 23-0591 LOG NAME: CODE: C TYPE: CONSENT PUBLIC HEARING: Official site of the City of Fort Worth, Texas F(D 1111 RT H 19TOBIAS PLACE - ARPA FUNDS NO SUBJECT: (CD 9) Authorize Execution of a Forgivable Subordinate Loan in the Amount of $8,000,000.00 using American Rescue Plan Act Funds and Related Agreements for Construction of Stormwater Drainage and Other Infrastructure Improvements Relating to the Tobias Place, an Affordable Housing Development at 505 West Biddison Street and 3500 South Jennings Avenue; and Find that the Loan Serves a Public Purpose and that Adequate Controls are in Place RECOMMENDATION: It is recommended that the City Council take the following actions associated with support of Tobias Place, an affordable housing development, located at 505 West Biddison Street and 3500 South Jennings Avenue (Project): 1. Authorize execution of a forgivable, subordinate loan in the amount of $8,000,000.00 using American Rescue Plan Act funds for the benefit of Tobias Place, LP, and other entities involved in the Project, for construction costs associated with stormwater drainage and other infrastructure improvements in support of the development of the Project; 2. Authorize the City Manager, or his designee, to execute all related contracts, loan documents, and other documents necessary for lending activities with specified terms; 3. Authorize the City Manager or his designee to extend the contract if such an extension is necessary for completion of the Project, and to extend all other required documents for lending activities as necessary for the development of the Project; 4. Authorize the City Manager, or his designee, to amend the contract and other required documents if necessary to achieve Project goals, provided that the amendments are within the scope of the Project and in compliance with City policies and applicable laws and regulations governing the use of federal funds; and 5. Find that providing a forgivable loan for construction costs associated with infrastructure improvements in support of the development of Tobias Place achieves the public purpose of increasing quality, affordable, accessible housing to low- to moderate -income households in the City and that adequate controls through the contract and related loan documents are in place to ensure that the public purpose is carried out. DISCUSSION: The purpose of this Mayor and Council Communication (M&C) is to seek City Council authority to execute contracts and related loan documents in order to provide $8,000,000.00 in previously set - aside American Rescue Plan Act (ARPA) funds to support development of an affordable multifamily housing development in the Worth Heights neighborhood. On September 27, 2022, City Council committed $8,000,000.00 from the Coronavirus State and Local Fiscal Recovery Funds (SLRF) Program — a part of ARPA — in support of the development of Tobias Place (through M&C 22-0789, as amended and adopted). Tobias Place will be a new, affordable multifamily housing development consisting of approximately 288 units. There will be approximately 235 units set aside for households earning 60 percent or less of Area Median Income (AMI) with another 53 units set aside for households earning 0-30 percent of AMI. The development will consist of one -bedroom, two -bedroom, and three -bedroom units with apps.cfwnet.org/counci I_packet/mc_review.asp? I D=31218&counci ddate=6/27/2023 1 /3 10/19/23. 1:45 PM M&C Review community and activity space including a children's play area, dog run, pool, and co -working and meeting rooms. This M&C seeks City Council authority to execute contracts and related loan documents for the approved ARPA funds in the amount of $8,000,000.00. The funds will be provided to benefit the Project in the form of a forgivable, subordinate loan based on the terms listed below. Staff recommends the followina ARPA loan terms: 1. Loan term commences on the date of execution by all parties and ends as set forth in the loan documents; 2. First lien commercial construction loan terms must be acceptable to the City of Fort Worth (City); 3. Borrower's performance of contractual obligations will be secured by a deed of trust; and 4. Payment of ARPA fund loans will only be required if borrower fails to comply with a contractual obligation(s). In order for the Project financing to work while still meeting all regulatory requirements, it is anticipated that an intermediate borrower will be involved. If that structure is utilized, the City would loan funds to the intermediate borrower (currently anticipated to be a partially owned affiliate of the Fort Worth Housing Finance Corporation (FWHFC)) which would then loan the funds to Tobias Place, LP or a related entity. NOTE: A similar structure is anticipated to be used for the $2,000,000.00 in County ARPA dollars, which may also be loaned to the intermediate borrower by the FWHFC. Staff recommends approving the execution of contracts and related loan documents and expenditure of $8,000,000.00 in ARPA funds for the benefit of Tobias Place, LP and the development of the Project. By approving this M&C, the City Council also finds that the public purpose served by this Project is to benefit and further the City's goals to provide quality, accessible, affordable housing for low- to moderate -income residents and supporting economic development and revitalization, and that the forgivable ARPA Loan is vital to the financial feasibility of the development of Tobias Place, an affordable multifamily housing development. The City Council further finds that adequate controls are in place through the various contracts and loan documents to ensure that the public purpose is carried out. In addition to the City ARPA funds that will be used for infrastructure improvements required for the development of Tobias Place, it is also being supported by activities of the FWHFC. On November 30, 2021, the FWHFC board approved a partnership with Ojala Partner, LP, to develop Tobias Place wherein an affiliate of the FWHFC (Tobias Place GP, LLC) will become the general partner of the partnership known as Tobias Place, LP (Partnership) (Resolution No. FWHFC-2021-18). On the same date, the FWHFC also approved a forgivable subordinate loan of $1,750,000.00 for the purchase of the land to be used for the development of Tobias Place and certain pre -development costs (Resolution No. FWHFC-2021-20). On February 28, 2023, the FWHFC agreed to be the fiduciary agent for the Partnership, which applied for and received an award of Tarrant County ARPA funds in the amount of up to $2,000,000.00 for gap financing for the development of Tobias Place. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are available in the current operating budget, as appropriated, in the Grants Operating Federal Fund to support the approval of the above recommendations and execution of the loan. Prior to an expenditure being incurred, the Neighborhood Services Department has the responsibility to validate the availability of funds. TO Fund Department I Account Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) FROM Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) apps.cfwnet.org/counci I_packet/mc_review.asp? I D=31218&counci (date=6/27/2023 2/3 10/19/23. 1:45 PM M&C Review Submitted for Citv Manaqer's Office by: Originating Department Head: Additional Information Contact: ATTACHMENTS 103165 Fundina 6.5.23.ipg (CFW Internal) TobiasPlaceLP Form1295.pdf (CFW Internal) TobiasPlaceMCMap.pdf (Public) Fernando Costa (6122) Victor Turner (8187) Amy Connolly (7556) Chad LaRoque (2661) Leah Brown (8638) apps.cfwnet.org/counci I_packet/mc_review.asp? I D=31218&counci (date=6/27/2023 3/3