HomeMy WebLinkAboutContract 60896STATE OF TEXAS §
COUNTY OF TARRANT §
CSC No. 60896
AMERICAN RESCUE PLAN ACT AGREEMENT BETWEEN THE CITY OF FORT
WORTH, TEXAS AND JOURNEY HOME HOUSING, LLC
This contract ("Contract") is made and entered into by and between the City of Fort Worth
(hereafter "City") and Journey Home Housing, LLC 1 (hereafter "Developer"), a Texas limited
liability company. City and Developer may each be referred to individually as a "Party" and
jointly 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 ("Treasury") through the Coronavirus State and Local Fiscal
Recovery Funds ("SLFRF") Program, a part of the American Rescue Plan Act ("ARPA"), to state,
local, and Tribal governments across the country to support their response to and recovery from
the COVID-19 public health emergency;
WHEREAS, the SLFRF Program provides governments across the country with the
necessary resources address housing needs for impacted populations such as the homeless
population that have been disproportionately impacted by the public health emergency;
WHEREAS, Treasury has determined that affordable housing among individuals who are
homeless, and the development of affordable housing to increase supply of affordable and high -
quality living units are responsive needs of impacted populations;
WHEREAS, "eligible uses" of the SLFRF Program include the development affordable
housing and permanent supportive housing for the homeless under the Department of the Treasury,
31 CFR Part 35, Coronavirus State and Local Fiscal Recovery Funds;
WHEREAS, Developer proposes to use ARPA funds for the development and construction
of Journey Home Housing, an affordable housing development for moderate, low, very low-
income, and homeless residents with a total of 96 one -bedroom units to be located at 7550 Crowley
Road, Fort Worth, TX 76134;
WHEREAS, Developer received the commitment of a forgivable loan in the amount of
$1,350,000.00 from the Fort Worth Housing Finance Corporation for the development of PSH
which is a portion of the development costs of the Project, and has obtained other financial
commitments to match the Corporation funds dollar for dollar in the amount of $1,350,000.00;
OFFICIAL RECORD
' Journey Home Housing, LLC is an affiliate of Presbyterian Night Shelter of Tarrant County CITY SECRETARY
FT. WORTH, TX
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WHEREAS, Developer received the commitment of a forgivable loan in the amount of
$4,928,000.00 in HOME -ARP Funds for the development of PSH which is a portion of the
development costs of the Project;
WHEREAS, Developer also received the commitment of a grant in the amount of
$1,262,801.00 in Directions Home Funds from the City of Fort Worth for the development of PSH
which is a portion of the development costs of the Project;
WHEREAS, Developer received the commitment of a grant in the amount of
$3,984,000.00 in Fiscal Recovery Funds (FRF) from Tarrant County for the development of PSH
which is a portion of the development costs of the Project;
WHEREAS, City residents and the City Council have determined that the development of
quality, accessible, affordable housing is needed for moderate, low, and very low-income City
residents, and the City has funded affordable housing initiatives for over a decade.
NOW, THEREFORE, in consideration of the mutual covenants and 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 terms set forth below shall
have the definitions ascribed to them as follows:
ARPA means American Rescue Plan Act.
ARPA Funds means the ARPA funds granted by City to Developer under the terms of this
Contract.
ARPA Loan means the funds provided to Developer by City under the terms of this SURF
Contract.
ARPA Loan Documents means the Loan Agreement, the Promissory Note and the Deed of Trust
securing the ARPA Loan executed by Developer.
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.
Business Day means any day that the Fort Worth City Hall is officially open to the public for
business.
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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.
Complete Documentation means the following documentation as applicable:
1. Attachments I and II of Exhibit "F", with supporting documentation as follows:
a. Proof of expense: invoices, leases, service contracts, expenses based on work
completed and costs actually incurred or other documentation showing the nature
of the cost and that payment is due or was paid by Developer.
b. Proof of payment: cancelled checks, bank statements, or wire transfer
documentation necessary to demonstrate amounts due from and paid by Developer.
2. Other documentation: (i) final lien releases signed by the general contractor or
subcontractors, if applicable; (ii) copies of all City permits and City -issued "pass"
inspections for such work; (iii) documentation to show compliance with BDE or DBE
bidding process for procurement or Contract activities, as applicable; (iv) proof of
contractor, subcontractor and vendor eligibility as described in Section 6.6; and (v) any
other documents or records reasonably necessary to verify costs spent for the Project.
3. Complete Documentation shall meet the standards described in Exhibit "J" — Standards
for Complete Documentation.
Completion means the substantial completion of the Required Improvements as evidenced by a
Neighborhood Services Department inspection and any other applicable final inspection approvals
from the City showing that the Required Improvements have met City requirements.
Completion Deadline means two years after issuance by the City of Fort Worth of necessary
permits to commence construction.
DBE means disadvantaged business enterprise in accordance with 49 CFR Part 26.
Deed of Trust means the deed of trust from Developer in favor of City covering the Property and
securing the indebtedness evidenced therein as well as Developer's performance of the
requirements of this Contract and of the 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.
Director means the Director of the City's Neighborhood Services Department or any successor
department thereto.
Effective Date means the date of this Contract is fully executed by the Parties as shown by the
date written under their respective signatures.
Loan means the ARPA Funds provided to Developer by City in the form of a forgivable, deferred
payment loan under the terms of this Contract as more particularly described in the Loan
Documents.
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Loan Documents means the Loan Agreement, the Promissory Note and the Deed of Trust, or any
other similar instruments evidencing, securing or guaranteeing City's collateral interest in the
Project and further evidencing, securing, or guaranteeing Developer's performance of the ARPA
Requirements and the City Requirements, as the same may from time to time be extended,
amended, restated, supplemented or otherwise modified.
Neighborhood Services Department means the City's Neighborhood Services Department.
Plans means the plans and specifications related to the Required Improvements prepared by the
Developer's architect which have been delivered to and then reviewed and approved by City on or
before the Effective Date, and any and all amendments thereto approved by City.
Promissory Note means the note in the amount of the ARPA Funds executed by Developer
payable to the order of City as the same may be extended, amended, restated, supplemented or
otherwise modified from time to time. The form of the Promissory Note is in substantially the
same form attached as part of Exhibit "E" — Loan Documents.
Property means the land on which the Required Improvements shall be constructed as more
particularly described in and encumbered by the Deed of Trust.
Reimbursement Request means all reports and other documentation described in Section 9.
Required Improvements or the Project means all the improvements for a 96 one -bedroom unit
rental housing project to be constructed on the Property, together with all fixtures, tenant
improvements and appurtenances now or later to be located on the Property and/or in such
improvements. The Required Improvements are commonly known as the Journey Home Housing
Apartments. The current address for the Project is 7550 Crowley Road, Fort Worth, Texas 76134.
3. TERM.
3.1 Term of Contract and Term of Loan.
The term of this Contract commences on the Effective Date and ends at the earlier of (i)
the completion deadline or (ii) following completion of the Project and submission of items
required by this Contract and all provisions relating to completion of the Required Improvements.
4. DUTIES AND RESPONSIBILITIES OF CITY.
4.1 Requirements Prior to Commitment of ARPA SLFRF Funds.
4.1.1 Pro iect Assessment
Prior to commitment of the ARPA Funds to the specific local Project described herein,
Lender has (i) identified the address of the Project; (ii) assessed the current market
demand for Low Income Households to be served; (iii) reviewed and approved all
necessary commitments of financing, secured or otherwise including grants; (iv)
established a complete budget for the Project in sufficient detail to determine total Project
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development costs and effectively monitor performance, including proposed sources and
uses; (v) determined that Project costs are reasonable; (vi)completed underwriting and
subsidy layering requirements and determined that ARPA funds are needed to fill a
funding gap; (vii) assessed the feasibility of Project construction commencing within 12
months of the commitment date; and (viii) established a completion schedule with
deadlines that meet all ARPA requirements.
4.1.2 Developer Assessment.
Prior to commitment of the ARPA SLFRF Funds to the specific local Project described
herein, Lender has determined that Developer has the financial capacity and experience to
undertake the specific local Project.
4.2 Commitment of ARPA Funds.
This Contract serves as the ARPA written agreement described in the ARPA Regulations.
The ARPA Funds will be committed by Lender to the Project when this Contract is fully executed
and becomes legally binding.
4.3 Provide HOME -ARP Funds.
Lender shall provide up to $421,999.00 of ARPA Funds to Developer in the form of a
forgivable Loan to fund part of the construction of the Required Improvements, under the terms
and conditions of this Contract and the Loan Documents.
4.4 Lender Will Monitor.
Lender will monitor the activities and performance of Developer and any of its contractors,
subcontractors or vendors throughout the Completion of the Required Improvements.
4.5 City Will Monitor.
City will monitor the activities and performance of Developer and any of their contractors,
subcontractors or vendors through the Completion of the Required Improvements. Monitoring
by City will include monitoring whether Developer is complying with the ARPA Regulations and
the City Requirements.
5. DUTIES AND RESPONSIBILITIES OF DEVELOPER
5.1 Construction of Required Improvements.
Developer shall complete the construction of the Required Improvements as described in
Exhibit "A" — Project Summary in accordance with the Plans, the schedule set forth in Exhibit
"C" - Construction and Reimbursement Schedule, and the terms and conditions of this
Contract.
5.2.1 Written Cost Estimates. Construction Contracts and Construction
Documents.
Developer shall submit any written cost estimates, construction contracts and construction
documents (collectively, the "Construction Documents") to Lender to show the work to
be undertaken for the Required Improvements in sufficient detail that Lender can perform
all required inspections. Lender shall review and approve written cost estimates for the
construction of the Required Improvements to determine that such costs are reasonable
prior to the commencement of construction. In the event Lender in its reasonable discretion
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determines that such costs are unreasonable, Developer shall revise said costs estimates to
Lender's satisfaction.
5.3 Use of ARPA Funds.
5.3.1 Costs in Compliance with ARPA Regulations, ARPA Regulations and
Contract.
Developer shall be reimbursed for eligible Project costs with ARPA Funds only if Lender
determines in its sole discretion that:
5.3.1.1 Costs are eligible expenditures in accordance with the ARPA
Regulations.
5.3.1.2 Costs comply with the requirements of the ARPA Regulations and as
otherwise listed in this Contract and are reasonable and consistent with
industry norms.
5.3.1.3 Complete Documentation, as applicable, is submitted by Developer.
5.3.2 Budget.
Developer agrees that the ARPA Funds will be paid on a reimbursement basis in
accordance with Exhibit "B" - Budget and Exhibit "C" - Construction and Reimbursement
Schedule. Developer may increase or decrease line item amounts 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
shall not increase the total amount of ARPA Funds.
5.3.3 Change in Budget.
5.3.3.1 Developer will notify Lender promptly of any additional funds it
receives for construction of the Project, and Lender reserves the right to
amend this Contract in such instances to ensure compliance ARPA
Regulations.
5.3.3.2 Developer agrees to utilize the ARPA Funds to supplement rather than
supplant funds otherwise available for the Project.
5.4 Pavment of ARPA Funds to Developer.
ARPA Funds will be disbursed to Developer within ten (10) days of Lender's approval of
Developer's Reimbursement Requests, including submission of Complete Documentation to
Lender in compliance with Section 10. The Developer may not request disbursement of funds until
the funds are needed for payment of eligible costs. The amount of each request must be limited to
the amount needed. Developer must provide complete documentation as generally required during
a construction project to support the reimbursement request. As more particularly described in the
ARPA SLFRF Funds Budget and in Exhibit "C" - Construction and Reimbursement Schedule.
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It is expressly agreed by the Parties that any HOME -ARP Funds not reimbursed to Developer shall
remain with Lender.
5.5 Identifv Proiect Expenses Paid with ARPA Funds.
Developer agrees to keep accounts and records in such a manner that Lender may readily
identify and account for Project expenses reimbursed with ARPA Funds. These records shall be
made available to Lender for audit purposes and shall be retained as required hereunder.
5.6 Acknowledeement of Lender Pavment of ARPA Funds.
Within 90 days of Completion, Developer shall sign an acknowledgement that Lender has
paid all ARPA SURF Funds due under this Contract, or shall deliver a document executed by an
officer of Developer identifying all or any portion of the ARPA Funds that Lender has not been
paid to Developer. Once Lender has met all of its obligations for payment of ARPA Funds
hereunder, an officer of Developer shall sign an acknowledgement of same.
5.7 Security for Lender's Interest and Developer's Performance.
To secure Lender's interest in the Required Improvements, Developer shall execute the
Deed Restriction and Deed of Trust, which must be recorded in lien priority agreed to by Lender
at the earlier of (i) the acquisition of the Property, or (ii) the closing of Developer's construction
loan. No ARPA SURF Funds will be paid or reimbursed until the Deed of Trust and the Deed
Restriction are recorded.
5.7.1 Loan Terms and Conditions.
5.7.1.1 Developer will be required to:
5.7.1.1.1 Execute and deliver the Deed Restriction, the Promissory Note and Deed
of Trust along with any other Loan Documents required by Lender.
5.7.1.1.2 Provide Lender with a Mortgagee's Policy of title insurance in the
amount of the Loan.
5.7.1.1.3 If applicable, pay all costs associated with closing the Loan.
5.7.1.1.4 If applicable, provide Lender with an estimated settlement statement
from the title company at least 3 Business Days before closing.
5.7.1.1.5 Lender must approve in writing any secured financing for the Project
that is to be subordinate to the Loan.
5.7.1.2 Developer acknowledges that:
5.7.1.2.1 Early repayment of the Loan shall not relieve Developer of its
obligations under this Contract or the ARPA Regulations.
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5.8 Intentionally Deleted.
5.9 ARPA Regulations and City Requirements.
Developer shall comply with the ARPA Regulations and City Requirements.
6. CONSTRUCTION.
6.1. Construction Schedule.
Developer shall construct or cause to be constructed the Required Improvements in
accordance with the schedule set forth in the attached Exhibit "C" — Construction and
Reimbursement Schedule. Developer shall not begin or allow construction to begin by a
subcontractor or subrecipient until City sends a Notice to Proceed. Developer's failure to meet
the Construction Schedule (as it may be modified in accordance with Section 14.19) or the
Completion Deadline shall be an event of default under this Contract. Subject to Section 14.19,
Developer may not change the Construction Schedule without the Director's prior written
approval, which approval shall be in the Director's reasonable discretion.
6.1.1 Construction Inspections.
The construction of the Required Improvements must pass a Neighborhood Services
Department Minimal Acceptable Standard Inspection along with any applicable final inspection
approval from the City building inspectors at the completion of construction of the Required
Improvements.
6.2 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 Regulations,
and (ii) meet all City building codes.
6.5 Approval of Plans by City Not Release of Responsibilitv.
Approval of the Plans by City shall not constitute or be deemed (i) to be a release of the
responsibility or liability of Developer or any of its 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.
6.6 Contractor, Vendor, Subrecipient, and Subcontractor Requirements.
Developer shall use commercially reasonable efforts to ensure that all subcontractors or
subrecipients of the ARPA funds utilized during the construction of the Required Improvements
are appropriately licensed and such licenses are maintained throughout the construction of the
Required Improvements. Developer shall require all subrecipients, subcontractors, or vendors 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
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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.2ov
("SAM"). Developer shall confirm by search of SAM that all contractors, subrecipients,
subcontractors or vendors are not listed as being debarred, both prior to hiring and prior to
submitting a Reimbursement Request which includes invoices from any such contractor,
subrecipients, subcontractor or vendor. Failure to submit such proofs of search shall be an
event of default. In the event that City determines that any contractor, subrecipient, subcontractor
or vendor has been debarred, suspended, or is not properly licensed, Developer or Developer's
general contractor shall immediately cause such contractor, subrecipients, subcontractor or vendor
to stop work on the Required Improvements and shall Developer not be reimbursed for any work
performed by such contractor, subrecipient, 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, subrecipient,
subcontractor or vendor. Developer acknowledges that the provisions of this Section
pertaining to SAM shall survive the termination of this Contract.
6.7 Furnish Complete Set of "As Built" Plans.
Developer acknowledges and agrees to furnish City a complete set of "as built" or marked -
up plans for the Required Improvements at completion of construction after all final approvals
have been obtained.
7. ADDITIONAL REQUIREMENTS.
Developer understands and agrees to comply with all requirements of the ARPA
Regulations, including but not limited to the following:
7.1 Developer Procurement Standards.
Developer shall comply, if applicable, and shall require all recipients of the ARPA Funds
to comply with all applicable federal, state and local laws, regulations, and ordinances for making
procurements under this Contract. In addition to the conflict of interest provisions in Section
14.13.3, 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.
7.7.1 Contracts in excess of $10,000.00 made by Developer or any subrecipient
using ARPA Funds must address termination for cause and convenience including the
manner by which such termination shall be affected and the basis for settlement of the
terminated contract, if any, as required by Appendix II (B), 2 CFR Part 200.
7.2 Cost Principles/Cost Reasonableness.
The eligibility of costs incurred for performance rendered shall be determined in
accordance 2 CFR Part 200.402 through 2 CFR Part 200.405, as applicable, regarding cost
reasonableness and allocability.
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7.3 Financial Management Standards.
Developer agrees to comply with 2 CFR Part 200. Developer also agrees to adhere to the
accounting principles and procedures required therein, 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.
7.4 Uniform Administrative Requirements. Cost Principles, and Audit
Requirements.
Developer shall comply with the Uniform Administrative Requirements, Cost Principles,
and Audit Requirements for Federal Awards in 2 CFR Part 200, as applicable, or any reasonably
equivalent procedures and requirements that City may require.
7.5 Compliance with FFATA and Whistleblower Protections.
Developer shall provide City with all necessary information for City to comply with the
requirements of 2 CFR 300(b), including provisions of the Federal Funding Accountability and
Transparency Act ("FFATA") governing requirements on executive 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.
7.6 Internal Controls. In compliance with the requirements of 2 CFR Part 200.303,
Developer shall:
7.6.1 Establish and maintain effective internal controls that provide reasonable assurance
that Developer is ensuring the work that is being reimbursed using ARPA Funds is being
performed in compliance with federal statutes, regulations, and the terms and conditions of this
Contract. These internal controls shall comply with guidance in "Standards for Internal Control
in the Federal Government" issued by the Comptroller General of the United States or the "Internal
Control Integrated Framework" issued by the Committee of Sponsoring Organizations of the
Treadway Commission ("COSO");
7.6.2 Comply with federal statutes, regulations, and the terms and conditions of this
Contract and the Loan Documents;
7.6.3 Evaluate and monitor any and all subcontractors' or subrecipients' of the ARPA
Funds compliance with statutes, regulations and the terms and conditions of this Contract,
including the Loan Documents;
7.6.4 Take prompt action when instances of noncompliance are identified including
noncompliance identified in audit findings; and
7.6.5 Take reasonable measures to safeguard protected personally identifiable
information and other information that City designates as sensitive or Developer considers
sensitive consistent with applicable federal, state, local and tribal laws regarding privacy and
obligations of confidentiality.
7.7 Copvri2ht and Patent Rizhts.
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 or any subcontractor or
subrecipient of the ARPA Funds. City shall possess all rights to invention or discovery, as well as
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rights in data which may arise as a result of Developer or any subcontractor's or subrecipient's
performance under this Contract.
7.8 Terms Analicable to Contractors. Subcontractors. Subrecivients and
Vendors.
Developer understands and agrees that all terms of this Contract, whether regulatory or
otherwise, shall apply to each contract, loan, or other documents related to the transfer, payment,
or Loan of the ARPA Funds, any and all contractors, subcontractors, subrecipients, and vendors
of Developer which are in any way paid with ARPA Funds or who perform any work in connection
with the Project. 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 its obligations regarding the performance requirements, City requirements
listed herein, and the ARPA Regulations (collectively the "Obligations"). Developer shall
monitor the services and work performed by its contractors, subrecipients, subcontractors and
vendors on a regular basis for compliance with the Obligations. Developer shall be responsible
and obligated to cure all violations of the Obligations committed by its contractors, subcontractors,
subrecipients, or vendors. City maintains the right to insist on Developer's full compliance with
the terms of the Obligations and Developer shall be responsible for such compliance regardless of
whether actions to fulfill the Obligations are taken by Developer or by Developer's contractors,
subcontractors, subrecipients, or vendors. Developer acknowledges that the provisions of this
Section shall survive the earlier termination or expiration of this Contract.
7.9 Payment and Performance Bonds.
Developer shall furnish City with payment and performance bonds in the total amount of
the construction cost in accordance with the requirement of 2 CFR Part 200.325. At City's
discretion other forms of assurance, may be acceptable.
7.10 Conflict of Interest Disclosure.
In accordance with the requirements of Section 14.13.2.1 and 14.13.4, Developer shall
establish conflict of interest policies for federal awards. Developer shall disclose to City in writing
any potential conflict of interest.
8. RECORD KEEPING. REPORTING AND DOCUMENTATION
REOUIREMENTS: AUDIT.
8.1 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 funds spent,
with supporting and back-up documentation. Developer will maintain all records and
documentation related to this Contract for 5 years after the termination or expiration of the Contract
("Access Period"). If any claim, litigation, or audit is initiated related to this Contract or the
Project before the expiration of the Access Period, the records must be retained until all such
claims, litigation or audits have been resolved.
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8.1.2 Access to Records.
City 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 Access
Period. Such access shall be during regular business hours and upon at least 48 hours' prior notice.
8.2 Reports.
Developer shall submit to City or cause to be submitted to City, all reports and
documentation described in this Contract in such form as City may prescribe, which may also
include a final performance and/or final financial report if required by City at the termination of
this Contract in such form and within such times as City may prescribe. Failure to submit or to
cause submission any report or documentation to City required by this Contract shall be an
event of default and City may exercise all of it remedies for default under this Contract. City
shall not exercise its rights hereunder for default until it gives Developer 45 days' notice of such
failure and Developer has failed to cure such default.
8.2.1 Additional Information.
Developer shall provide City with additional information as may be required to substantiate
ARPA activities and/or expenditure eligibility.
8.3 Chan2e in Reportine Requirements and Forms.
City retains the right to change reporting requirements and forms at its reasonable
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.
8.4 City Reserves the Right to Audit.
City reserves the right and Developer agrees for City to perform an audit of the Project
operations and finances at any time during the term of the Access Period, if City determines that
such audit is necessary for City's compliance with the ARPA Regulations or other City policies.
Developer further agrees to allow access to all pertinent materials as described herein. If such
audit reveals a questioned practice or expenditure, Developer shall require that 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. IF AS A RESULT OF ANY AUDIT IT IS DETERMINED
THAT DEVELOPER OR ANY SUBCONTRACTOR, SUBRECIPIENT, OR VENDOR OF
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.
8.4.1 Entities that Expend $750,000 or more in Federal Funds Per Year.
All non-federal entities that expend $750,000 or more in federal funds within 1 year,
regardless of the source of the federal award, must submit to City an annual audit prepared in
accordance with specific reference to 2 CFR Part 200.501 through Part 200.521. If applicable, the
audit shall cover Developer's fiscal years during which this Contract is in force. The audit must
be prepared by an independent certified public accountant, be completed within 6 months
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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.
9. REIMBURSEMENT REOUIREMENTS.
Developer shall provide City with Complete Documentation and the following reports as
shown in Exhibit "F" — Reimbursement Forms with each Reimbursement Request:
9.1 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.
9.2 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:
9.2.1 Invoices for each expense with an explanation as to how the expense pertains
to the Project, if necessary;
9.2.2 Conditional and unconditional lien releases, as appropriate, from I` tier
subcontractors; and
9.2.3 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.
9.3. Deadline for Submittinu Reimbursement Requests.
All Reimbursement Requests along with Complete Documentation shall be submitted by
Developer to City within 60 days from each of the deadlines as shown in Exhibit "C" —
Construction and Reimbursement Schedule.
9.3.1 CITY SHALL HAVE NO OBLIGATION TO PAY ANY
REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 60
CALENDAR DAYS OF THE DEADLINES SHOWN IN EXHIBIT "C" —
CONSTRUCTION AND REIMBURSEMENT SCHEDULE. In addition,
Developer's failure to timely submit Reimbursement Requests and
Complete Documentation along with any required reports shall be an event of
default.
9.3.2 CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT ON
ANY REIMBURSEMENT REQUEST THAT IS NOT RECEIVED
WITHIN 30 CALENDAR DAYS AFTER THE COMPLETION
DEADLINE.
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9.3.3 Final payment will not be made until City has verified that the Required
Improvements are complete at the time of such Reimbursement Request.
9.4 Withholding Pavment.
CITY SHALL WITHHOLD PAYMENT ON ANY REIMBURSEMENT
REQUEST THAT DOES NOT INCLUDE THE REQUIRED COMPLETE
DOCUMENTATION. City shall notify Developer when it is withholding payment due to lack
of required complete documentation within 10 Business Days of making such determination.
9.4.1 FINAL REIMBURSEMENT SHALL NOT BE MADE UNTIL ALL
LIENS ARE RELEASED TO CITY'S REASONABLE SATISFACTION.
9.5 Timing of Pavment.
Provided that Developer submits Complete Documentation in conformance with the
requirements of this Contract, City will reimburse Developer for eligible expenses within 30
calendar days of receipt of the accepted Request for Reimbursement.
10. Intentionally Omitted.
11. DEFAULT AND TERMINATION.
11.1 Failure to Begin or Complete the Required Improvements.
11.1.1 Failure to begin construction on the Required Improvements within 6 months
after receiving its required permits from the City shall result in the Contract automatically
terminating without further warning or opportunity to cure, and with no penalty or liability to City.
11.1.2 If City determines that the Required Improvements were not completed by the
Completion Deadline (as may be modified in accordance with Section 14.19) or have failed to pass
any of the inspections described in Section 6.1.1 (or to promptly correct any noted deficiency and
subsequently pass such inspection), within 45 calendar days following written notice by City (or
such other longer notice period as may be specified herein), or if Developer has diligently and
continuously attempted to cure following receipt of such written notice but reasonably required
more than 45 calendar days to cure, as determined by both Parties mutually and in good faith, City
shall have the right to terminate this Contract with no penalty or liability to City, with such
termination to be effective immediately upon written notice. City shall also be entitled to demand
repayment of the ARPA Funds from Developer to be paid within 30 days' after receiving such
demand and enforce any of the provisions for default.
11.2 Failure to Submit Complete Documentation During Construction.
11.2.1 If Developer fails to submit all applicable Complete Documentation during
construction of the Required Improvements in accordance with Exhibit "C" — Construction and
Reimbursement Schedule, or if any report or documentation submitted as part of Complete
Documentation is not in compliance with this Contract or the ARPA Regulations as determined
by City, City will notify Developer in writing and Developer will have 15 calendar days from the
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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 30 days (a total of 45 days)
City shall have the right to terminate this Contract effective immediately upon written notice
of such intent with no penalty or liability to City and may demand repayment of all ARPA
Funds disbursed to be repaid to City by Developer within 30 days of receipt of such notice.
Developer acknowledges that 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 Regulations.
11.2.2 If any of Developer's Reimbursement Requests are incomplete or otherwise not
in compliance with this Contract or ARPA Regulations as determined by City, Developer shall be
in default of this Contract. City will notify Developer in writing of such default and Developer
will have 15 calendar days from the date of the written notice to resubmit any such Reimbursement
Request to cure the default. If Developer fails to cure the default within such time, Developer shall
forfeit any payments otherwise due under such Reimbursement Request. If such failure to
resubmit such Reimbursement Request continues for an additional 30 days (a total of 45 days), the
City shall have the right to terminate this Contract effective immediately upon written notice
of such intent with no penalty or liability to City and may demand repayment of all ARPA
Funds disbursed to be repaid to City by Developer within 30 days of receipt of such notice.
Notwithstanding anything to the contrary herein, City will not be required to pay any ARPA Funds
to Developer during the period that any such Reimbursement Request is not in compliance with
this Contract or the ARPA Regulations.
11.2.3 Developer acknowledges that in the event of more than 3 instances of uncured
default under Sections 11.2.1 or 11.2.2 which have a material adverse impact on the Project, City
reserves the right at its sole option to terminate this Contract effective immediately upon written
notice of such intent with no penalty or liability to City and may demand repayment of all ARPA
Funds by Developer to the City within 30 days of receipt of such demand.
11.2.4 Developer acknowledges that 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 Regulations, or during any period during which Developer is in default of
this Contract.
11.2.5 Developer acknowledges that in the event of termination under this Section
11.2, 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 to City by Developer within 30 days of receipt of
the notice of termination under this Section. Failure to repay such ARPA Funds will result in
City exercising all legal remedies available to City under or pursuant to this Contract. For
clarification, the defaults and related remedies set out in this Section 11.2 are not intended to arise
from mathematical errors or other minor defects in a Reimbursement Request.
11.3 Failure to Maintain or Submit Required Reports and Documentation
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Durinu Performance Period.
If Developer fails to maintain all records and documentation as required in Section 9, or
fails to submit any report or documentation required by this Contract after the Required
Improvements are completed, or if the maintained or submitted report or documentation is not in
compliance with this Contract or the ARPA Regulations as determined by City, City will notify
Developer in writing and Developer will have 45 calendar days from the date of the written notice
to obtain or recreate the missing records and documentation, or submit or resubmit any such report
or documentation to City. If 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 11.3, any ARPA Funds paid to
Developer must be repaid to City within 30 days of termination under this Section, or at City's
election Developer must repay City in accordance with the provisions of Section 5.3.2. Failure to
repay will result in City exercising all legal remedies available to City under or pursuant to this
Contract.
11.4 In General.
11.4.1 Developer acknowledges that subject to Sections 11.1, 11.2 and 11.3, and
unless specifically provided otherwise in this Contract, Developer shall be in default if Developer
breaches any term or condition of this Contract. In the event that such a breach remains uncured
after 45 calendar days following written notice by City (or such other longer notice period as may
be specified herein), or if Developer has diligently and continuously attempted to cure following
receipt of such written notice but reasonably required more than 45 calendar days to cure, as
determined by both Parties mutually and in good faith, City shall have the right to 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) pursue any other legal
remedies available to City.
11.4.2 Developer acknowledges that City's remedies include but are not limited to:
11.4.2.1 Direct Developer, in City's sole discretion, to prepare and follow a
schedule of actions for carrying out the affected activities, consisting
of schedules, timetables and milestones necessary to implement the
affected activities.
11.4.2.2 Direct Developer, in City's sole discretion, to establish and follow a
management plan that assigns responsibilities for carrying out the
remedial activities.
11.4.2.3 Cancel or revise activities likely to be affected by the performance
deficiency before expending ARPA Funds for the activities.
11.4.2.4 Reprogram ARPA Funds that have not yet been expended from
affected activities to other eligible activities or withhold ARPA
Funds.
11.4.2.5 Direct Developer, in City's sole discretion, to reimburse City in the
amount of ARPA Funds.
11.4.2.6 Suspend reimbursement of ARPA Funds for affected activities.
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11.4.2.7 Any other appropriate action including but not limited to any
remedial action legally available such as declaratory judgment,
specific performance, damages, temporary or permanent
injunctions, termination of this Contract, and any other available
remedies.
11.4.3 Developer acknowledges that in the event of termination under this Section
11.4, all ARPA Funds awarded but unpaid 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. Failure to repay such ARPA Funds will
result in City exercising all legal remedies available to City under or pursuant to this
Contract.
11.5 No Funds Disbursed While in Breach.
Developer acknowledges and agrees that no ARPA Funds will be paid to Developer until
all defaults are cured to City's satisfaction.
11.6 No Compensation After Date of Termination.
Developer acknowledges that in the event of termination, Developer shall not receive any
ARPA Funds in compensation for work undertaken after the date of termination.
11.7 Riuhts of Citv Not Affected.
Developer acknowledges that 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
section shall be in addition to any and all other rights and remedies available to City under the law
and various 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 noted as surviving the term or
termination of this 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.
11.8 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.
11.9 Civil, Criminal and Administrative Penalties.
Developer acknowledges that failure to perform all the Contract terms or terms in the
various loan documents may result in civil, criminal or administrative penalties, including, but not
limited to those set out in this Contract.
11.10 Termination for Cause.
11.10.1 Developer acknowledges that City may terminate this Contract in the event of
default under this Contract, inability or failure to perform, subject to notice, grace and cure periods.
In the event City terminates this Contract for cause, all ARPA Funds awarded but unpaid to
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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 to City
by Developer within 30 calendar days of termination. Failure to repay such ARPA Funds will
result in City exercising all legal remedies available to City under or pursuant to this Contract. IF
CITY TERMINATES THIS CONTRACT FOR CAUSE, NEITHER DEVELOPER NOR
ANY AFFILIATES OF DEVELOPER SHALL BE CONSIDERED FOR ANY OTHER
CITY CONTRACT FOR ARPA FUNDS FOR A MINIMUM OF 5 YEARS FROM THE
DATE OF TERMINATION.
11.10.2 Developer may terminate this Contract if City does not provide the ARPA Funds
substantially in accordance with this Contract. In such event, the termination of the Contract shall
have the effect of returning the Parties to their respective circumstances as existed prior to the
execution of this Contract, and no terms or obligations shall survive the date of termination. For
avoidance of doubt, if any ARPA Funds were provided to Developer prior to the effective date of
termination under this section 11.10.2, Developer shall repay any and all ARPA Funds provided
by City to Developer within 30 days of the date of termination. Failure to repay the ARPA Funds
may result in the City taking legal action against Developer.
11.11 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:
11.11.1 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
11.11.2 By Developer with written notification 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 in its sole discretion that the remaining portion of the Contract to be performed or
ARPA Funds to be spent will not accomplish the purposes for which this Contract was made. For
avoidance of doubt, if any ARPA Funds were provided to Developer prior to the effective date of
termination under this section 11.11.2, Developer shall repay any and all ARPA Funds provided
by City to Developer within 30 days of the date of termination. Failure to repay the ARPA Funds
may result in the City taking legal action against Developer.
11.12 Intentionally Omitted.
11.13 Reversion of Assets.
In the event this Contract is terminated with or without cause by either party, all tangible
personal property owned by 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.
11.14 Intentionally Omitted.
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11.15 Non -Appropriation of Funds.
In the event no funds or insufficient funds are appropriated by City in any fiscal period
for any payments due hereunder, City will notify Developer of such occurrence and this Contract
will terminate on the last day of the fiscal period for which appropriations were received without
penalty or expense to City of any kind whatsoever, except as to the portions of the payments
herein agreed upon for which funds have been appropriated.
11.16 Dissolution of Developer Terminates Contract.
In the event Developer is dissolved or ceases to exist, this Contract shall terminate. In the
event of termination under this Section, all ARPA Funds are subject to repayment and/or City may
exercise all of its remedies under or pursuant to this Contract.
12. REPAYMENT OF FUNDS.
All ARPA Funds are subject to repayment in the event the Project does not meet the
requirements as set out in this Contract or in the ARPA Regulations. If Developer or any
contractor, subcontractor, subrecipient, or vendor takes any action that results in City being
required to repay all or any portion of the ARPA Funds, Developer agrees it will reimburse
City for the full amount of such repayment within 30 days of such notice.
13. MATERIAL OWNERSHIP CHANGE.
Except for Permitted Transfers in accordance with the terms of the Deed of Trust, the Deed
Restriction, and transfers or assignment of this Contract and an assumption of the Loan consented
to by City, if ownership or control of Developer materially changes after the date of this Contract,
City may, but is not obligated to, terminate this Contract. Developer acknowledges that City has
30 days to make such determination after receipt of notice from Developer of a material ownership
change, and failure to make such determination in that time period will constitute a waiver.
Developer acknowledges that in the event of termination under this Section 13, 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, and 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.
14. GENERAL PROVISIONS.
14.1 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, subrecipients, vendors, tenants, licensees or
invitees.
14.2 Doctrine of Respondeat Superior.
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Developer acknowledges that the doctrine of respondeat superior shall not apply as
between City or Developer, any officers, members, agents, servants, employees, contractors,
subrecipients, subcontractors, vendors, tenants, licensees or invitees. Developer agrees that
nothing herein shall be construed as the creation of a partnership or joint enterprise between City
or Developer. It is further understood that City shall in no way be considered a Co -employer or a
Joint employer of Developer or any officers, agents, servants, employees, subrecipients, or
subcontractor of Developer. Neither Developer, nor any officers, agents, servants, employees,
subrecipients, or subcontractor of Developer shall be entitled to any employment benefits from
City. Developer shall be responsible and liable for any and all payment and reporting of taxes on
behalf of itself, and any of its officers, agents, servants, employees, subrecipients, or subcontractor.
City does not have the legal right to control the details of the tasks performed hereunder by
Developer, its officers, members, agents, employees, contractors, subrecipients, subcontractors,
vendors, licensees or invitees.
14.3 Developer's Property.
City shall under no circumstances be responsible for any property belonging to Developer,
its officers, members, agents, employees, contractors, subrecipients, subcontractors, vendors,
tenants, licensees or invitees that may be lost, stolen or destroyed or in any way damaged and
DEVELOPER, TO THE EXTENT PERMITTED BY APPLICABLE LAW, 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, SAVE AND EXCEPT THOSE ARISING OUT
OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE CITY, ITS
OFFICERS, AGENTS OR EMPLOYEES.
14.4 Intentionallv Omitted.
14.5 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 Contract shall lie in
state courts located in Tarrant County, Texas or the United States District Court for the Northern
District of Texas — Fort Worth Division.
14.6 Governing Law.
This Contract shall be governed by and construed in accordance with the laws of the State
of 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.
14.7 Severabilitv.
The provisions of this Contract are severable, and, if for any reason a clause, sentence,
paragraph or other part of this Contract shall be determined to be invalid by a court or Federal or
State agency, board or commission having jurisdiction over the subject matter thereof, such
invalidity shall not affect other provisions which can be given effect without the invalid provision.
However, the Parties agree that provisions relating to the construction and completion of the
Required Improvements, provisions related to securing the affordability of the living units, and all
provisions related to events of default and remedies in the event of a default are essential to this
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Contract and that the Contract cannot be reformed without all requirements and remedies currently
included herein.
14.8 Written Agreement Entire Agreement.
This written instrument and the attachments and exhibits attached hereto along with the
Loan Documents, 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.
14.9 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".
14.10 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 ActTitle 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 of 1970
(42 U.S.C. Sections 4601 et seq. and 49 CFR Part 24)
➢ 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. and the related authorities listed in 24 CFR Part 58.
➢ The Clean Air Act, as amended, (42 U.S.C. Sections 1251 et seq.) and the Clean Water
Act of 1977, as amended (33 U.S.C. Sections 1251 et seq.) and the related Executive
Order 11738 and Environmental Protection Agency Regulations at 40 CFR Part 15. In
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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.
14.12 Prohibition Against Discrimination.
14.12.1 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 laws
and ordinances. 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, subcontractors or Project participants to engage in
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such discrimination.
Developer acknowledges that 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, subcontractors, subrecipients, 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, contractors or vendors.
14.12.2 No Discrimination in Emplovment during the Performance of this
Contract.
Developer acknowledges that during the performance of this Contract, Developer will
require that its contractors, subcontractors, subrecipients, and vendors also comply with such
provision by including it or a substantially similar provision in all contracts with its contractors
and vendors:
(Contractor's. Subcontractor's or Vendor's Namel 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. 1Contractor's,
Subcontractor's or Vendor's Namel 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.
(Contractor's, Subcontractor's or Vendor's Namel agrees to post in conspicuous places,
available to employees and applicants for employment, notices setting forth the provisions
of this nondiscrimination clause.
(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 Namel covenants that neither it nor any of its
officers, members, agents, employees, or contractors, while engaged in performing this
Contract, shall, in connection with the employment, advancement or discharge of
employees or in connection with the terms, conditions or privileges of their employment,
discriminate against persons because of their age or because of any disability or perceived
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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.
14.12.3 Developer's Contractors and the ADA.
In accordance with the provisions of the Americans With Disabilities Act of 1990
("ADA"), Developer warrants that it 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. DEVELOPER
WARRANTS IT WILL FULLY COMPLY WITH ADA'S PROVISIONS AND ANY
OTHER APPLICABLE FEDERAL, STATE AND LOCAL LAWS CONCERNING
DISABILITY AND WILL TO THE EXTENT PERMITTED BY APPLICABLE LAW,
DEFEND, INDEMNIFY AND HOLD CITY HARMLESS AGAINST ANY CLAIMS OR
ALLEGATIONS ASSERTED BY THIRD PARTIES, CONTRACTORS,
SUBCONTRACTORS, SUBRECIPIENTS' OR VENDORS AGAINST CITY ARISING
OUT OF ITS AND/OR ITS CONTRACTORS', SUBCONTRACTORS', VENDORS',
AGENTS' OR EMPLOYEES' ALLEGED FAILURE TO COMPLY WITH THE ABOVE -
REFERENCED LAWS CONCERNING DISABILITY DISCRIMINATION IN THE
PERFORMANCE OF THIS CONTRACT.
14.13 Conflict of Interest and Violations of Criminal Law.
14.13.1 Developer Safeguards.
Developer shall establish safeguards to prohibit its employees, board members, advisors
and agents from using positions for a purpose that is or gives the appearance of being motivated
by a desire for private gain for themselves or others, particularly those with whom they have
family, business or other ties. Developer shall disclose to City any conflict of interest or potential
conflict of interest described above, immediately upon discovery of such.
14.13.2 General Prohibition Against Conflicts of Interest.
Developer acknowledges that no persons who are employees, agents, consultants, officers
or elected officials or appointed officials of City, or Developer who exercise or have exercised any
functions or responsibilities with respect to activities assisted with ARPA funds or who are in a
position to participate in a decision -making process or gain inside information with regard to these
activities may 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.
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14.13.2.1 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.
14.13.3 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.
14.13.4 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.
14.13.5 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.
14.14 Labor Standards.
14.14.1 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.
14.14.2 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 journey 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 inserted the provisions meeting the requirements of
this paragraph in all such contracts subject to such regulations.
14.14.3 If Davis -Bacon is applicable, Developer shall provide City access to
employee payrolls, contractor, subrecipients', and subcontractors' payrolls and other wage
information for persons performing construction of the Development. Payrolls must be submitted
to the Neighborhood Services Department with each Reimbursement Request, and must be
available to Neighborhood Services Department staff upon request. In addition, Developer shall
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Journey Home Housing, LLC — Journey Home Housing Apartments Page 25
ensure that City will have access to employees, contractors, subrecipients, and subcontractors and
their employees in order to conduct onsite interviews with laborers and mechanics. Developer shall
inform its contractors, subrecipients, and subcontractors that City staff and/or Federal agencies
may conduct periodic employee wage interview visits during the construction of the Required
Improvements to ensure compliance.
14.15 Subcontracting with Small and Minoritv Firms, Women's Business
Enterprises and Labor Surplus Areas.
14.15.1 Developer acknowledges that for contracts $100,000.00 or larger,
Developer agrees to abide by City's policy to involve certified Business Equity Firms and to
provide them equal opportunity to compete for contracts for construction, provision of professional
services, purchase of equipment and supplies and provision of other services required for the
completion of the Project, as stated herein. For this Contract, Developer and any subcontractors,
subrecipients, or contractors must make good faith efforts to work with the City of Fort Worth's
Diversity and Inclusion Department to ensure that Business Equity Firms certified with the City
are engaged to the extent possible for any covered contracts procured after the effective date of
this Contract.
14.15.2 Developer acknowledges and agrees that it is national policy to award a fair
share of contracts to disadvantaged business enterprises ("DBEs"), small business enterprises
("SBEs"), minority business enterprises ("MBEs"), and women's business enterprises ("WBEs").
Accordingly, affirmative steps must be taken to assure that DBEs, SBEs, MBEs, and WBEs are
utilized when possible as sources of supplies, equipment, construction and services.
14.15.3 Intentionally Omitted.
14.16 Other Laws.
Failure to list any federal, state or City ordinance, law or regulation that is applicable to
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.
14.17 Assignment.
14.17.1 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 of same
without approval shall be void, and shall constitute a breach of this Contract.
14.18 Right to Inspect Developer Contracts.
City has the right to inspect any agreements in writing that are (i) proposed contracts or
other legally binding documents between regarding the ARPA funds (ii) contracts between
Developer, and a general contractor and subcontractors, including any lower tier subcontractors
engaged in any activity that is funded as part of the construction of the Required Improvements,
(iii) contracts between Developer and any vendor contracts arising out of the operation of the
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Journey Home Housing, LLC — Journey Home Housing Apartments Page 26
Project, and (iv) contracts between Developer and any third party contracts to be paid with ARPA
Funds, prior to any charges being incurred.
14.19 Force Majeure.
If Developer becomes unable, either in whole or part, to fulfill its obligations under this
Contract due to acts of God, state-wide, national, or worldwide pandemics, strikes, lockouts, or
other industrial disturbances, acts of public enemies, wars, blockades, insurrections, riots,
pandemics and epidemics, earthquakes, fires, floods, restraints or prohibitions by any court, board,
department, commission or agency of the United States or of any States, civil disturbances, or
explosions, inclement weather, or some other reason beyond 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 Majeure Event as soon as reasonably possible after the occurrence of the
event. Failure to give notice will result in the continuance of the Developer's obligation regardless
of the extent of any existing Force Majeure Event. Developer will use commercially reasonable
efforts to remedy its inability to perform as soon as possible.
14.20 Survival.
Any provision of this Contract that pertains to the ARPA Regulations, indemnity
obligations, reporting requirements, the City Requirements, auditing, monitoring, record keeping
and reports, City ordinances, the provisions of Section 6.6 pertaining to the Federal System Award
Management, or any other applicable ARPA Project 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 date of this Contract,
or (ii) 5 years after the expiration of the Contract Term, and shall be enforceable by City against
Developer.
14.21 REVIEW OF COUNSEL.
The Parties acknowledge that each Party and its counsel have reviewed and revised this
Contract and that the normal rules of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation of this Contract or
any of the exhibits attached hereto.
15. INDEMNIFICATION AND RE, LEASE.
DEVELOPER, TO THE EXTENT PERMITTED BY APPLICABLE LAW,
COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND, AT
ITS OWN EXPENSE, CITY AND ITS OFFICERS, AGENTS, SERVANTS AND
EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS OF ANY
HIND OR CHARACTER, INCLUDING BUT NOT LIMITED TO CLAIMS FOR
PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH,
TO ANY AND ALL PERSONS, OF WHATSOEVER HIND OR CHARACTER,
WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH
THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR
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NONPERFORMANCE OF THIS CONTRACT AND/OR THE OPERATIONS,
ACTIVITIES AND SERVICES OF THE PROJECT DESCRIBED HEREIN, WHETHER
OR NOT CAUSED IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF
OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS,
SUBRECIPIENTS, OR SUBCONTRACTORS OF CITY, BUT NOT FROM THE CITY'S
OR CITY'S OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR
SUBCONTACTORS ACTUAL GROSS NEGLIGENCE OR WILLFUL MISCONDUCT
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
AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES OF THE
PROJECT DESCRIBED HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN
PART BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS,
EMPLOYEES, CONTRACTORS, SUBRECIPIENTS, OR SUBCONTRACTORS OF
CITY BUT NOT FROM THE CITY'S OR CITY'S OFFICERS, AGENTS, SERVANTS,
EMPLOYEES, CONTRACTORS OR SUBCONTACTORS ACTUAL GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT. DEVELOPER FURTHER
COVENANTS AND AGREES, TO THE EXTENT PERMITTED BY APPLICABLE LAW,
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,
SUBRECIPIENTS, SUBCONTRACTORS, INVITEES, LICENSEES, OR PROJECT
PARTICIPANTS, OR CAUSED, IN WHOLE OR IN PART, BY ALLEGED
NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS, SUBRECIPIENTS OR SUBCONTRACTORS OF CITY BUT NOT
FROM THE CITY'S OR CITY'S OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS OR SUBCONTACTORS ACTUAL GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT.
IT IS THE EXPRESS INTENTION OF THE PARTIES, BOTH DEVELOPER AND
CITY, THAT THE INDEMNITY PROVIDED FOR IN THIS SECTION INCLUDES
INDEMNITY BY DEVELOPER, TO THE EXTENT PERMITTED BY APPLICABLE
LAW, TO INDEMNIFY AND PROTECT CITY FROM THE CONSEQUENCES OF
CITY'S OWN NEGLIGENCE, WHETHER THAT NEGLIGENCE IS ALLEGED TO BE
THE SOLE OR CONCURRING CAUSE OF THE INJURY, DAMAGE OR DEATH, AND
NOT THE CITY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
DEVELOPER, TO THE EXTENT PERMITTED BY APPLICABLE LAW,
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
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WITH OR INCIDENTAL TO PERFORMANCE UNDER THIS CONTRACT, EVEN IF
THE INJURY, DEATH, DAMAGE OR LOSS IS CAUSED BY CITY'S SOLE OR
CONCURRENT NEGLIGNECE, BUT NOT THE CITY'S GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT.
DEVELOPER SHALL INCLUDE AND SHALL REQUIRE ALL OF ITS
CONTRACTORS, SUBRECIPIENTS AND SUBCONTRACTORS TO INCLUDE IN
THEIR CONTRACTS AND SUBCONTRACTS A RELEASE AND INDEMNITY IN
FAVOR OF CITY IN SUBSTANTIALLY THE SAME FORM AS ABOVE.
16. WAIVER OF IMMUNITY BY DEVELOPER.
If Developer is a charitable or nonprofit organization and has or claims an immunity or
exemption (statutory or otherwise) from and against liability for damages or injury, including
death, to persons or property, 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 plead against any
other entity other than the City.
17. INSURANCE AND BONDING.
Developer will maintain blanket fidelity coverage in the form of insurance or bond in the
amount of $11,060,257, which is the total amount of this Loan, the HOME -ARP Contract, the
FWHFC PSH Loan, the Tarrant County FRF award, and the Directions Home Loan, 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 60 days after the
Effective Date, certificates of insurance as proof that it has secured and paid for policies of
commercial insurance as specified herein. Further, if City has not received such certificates as set
forth herein, Developer shall be in default of the Contract.
Such insurance shall cover all insurable risks incident to or in connection with the
execution, performance, attempted performance or nonperformance of this Contract. Developer
shall maintain, or require its general contractor to maintain, the following coverages and limits
thereof:
Commercial General Liability (CGL) Insurance
$1,000,000 each occurrence
$2,000,000 aggregate limit
Non -Profit Organization Liability or Directors & Officers Liability (if applicable)
$1,000,000 Each Occurrence
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$1,000,000 Annual Aggregate Limit
Business Automobile Liability Insurance
$300,000 each accident on a combined single -limit basis
$300,000 Aggregate
Insurance policy shall be endorsed to cover "Any Auto' defined as autos owned, hired and
non -owned. Pending availability of the above coverage and at the discretion of City, the policy
shall be the primary responding insurance policy versus a personal auto insurance policy if or
when in the course of 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
Such insurance amounts shall be revised upward at City's reasonable option and no more
frequently than once every 12 months, and Developer shall revise such amounts within 30 days
following notice to Developer of such requirements.
Developer must submit to City documentation that its general contractor has obtained insurance
coverage and have executed bonds as required in this Contract prior to payment of any monies
provided hereunder.
Developer acknowledges and agrees that where applicable and appropriate, insurance policies
required herein shall be endorsed to include City as an additional insured as its interest may appear.
Additional insured parties shall include employees, officers, agents, and volunteers of City.
The Workers' Compensation Insurance policy shall be endorsed to include a waiver of
subrogation, also referred to as a waiver of rights of recovery, in favor of City.
Any failure on part of City to request certificate(s) of insurance shall not be construed as a waiver
of such requirement or as a waiver of the insurance requirements themselves.
Insurers of 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
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Journey Home Housing, LLC — Journey Home Housing Apartments Page 30
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 the foregoing insurance policies shall be at commercially reasonable levels,
and in no event exceed $100,000 per occurrence.
In the event there are any local, Federal or other regulatory insurance or bonding requirements for
the Project, and such requirements exceed those specified herein, the former shall prevail.
Developer shall require its contractors, subcontractors, vendors, and subrecipients to maintain
applicable insurance coverages, limits, and other requirements as those specified herein and, shall
require each to provide Developer with certificate(s) of insurance documenting such coverage.
Also, Developer shall require its contractors, subcontractors, vendors, and subrecipients to have
City endorsed as additional insureds (as their interest may appear) on their respective insurance
policies where applicable and appropriate.
Developer shall require its builder to maintain builders risk insurance at the value of the
construction.
18. CERTIFICATION REGARDING LOBBYING.
that:
The undersigned for Developer hereby certifies, to the best of its knowledge and belief,
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 agency, 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 agency, member of Congress in connection with this Federal contract, grant,
loan or cooperative agreement, Developer shall complete and submit Standard
Form-LLL, "Disclosure Form to Report Lobbying, " in accordance with its
instructions.
This certification is a material representation of fact upon which reliance was
placed when this Contract was made or entered into. Submission of this certificate
is a prerequisite for making or entering into this Contract imposed by 31 U.S.C.
Section 1352. Any person who fails to file the required certification shall be subject
to a civil penalty of not less than $10,000.00 and not more than $100,000.00 for
each such failure.
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Journey Home Housing, LLC — Journey Home Housing Apartments Page 31
Developer shall require that the language of this certification be included in all subcontracts,
subrecipient agreements, or agreements involving the expenditure of federal funds.
19. RELIGIOUS ORGANIZATION.
No portion of the ARPA Funds shall be used in support of any sectarian or religious
activity. In addition, there must be no religious or membership criteria for clients of an ARPA-
funded activity.
19.1 Separation of Ex0icit1y 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.
19.2 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.
20. LITIGATION AND CLAIMS.
Developer shall give City prompt notice in writing of any action, including any proceeding
before an administrative agency, filed against Developer or any subcontractors, vendors, and
subrecipients in conjunction with this Contract 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.
21. NOTICE.
All notices required or permitted by this Contract must be in writing and shall be effective
upon receipt when (i) sent by U.S. Mail, with proper postage, certified mail return receipt
requested; (ii) by a nationally recognized overnight delivery service; (iii) by electronic mail or
other commercially reasonable manner; and addressed to the other Party at the address set out
below or at such other address as the receiving Party designates by proper notice to the sending
Party.
City:
Neighborhood Services Department
200 Texas Street
Fort Worth, TX 76102
Attention: Chad LaRoque
Telephone: 817-392-2661
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Copy to:
City Attorney's Office
200 Texas Street
Fort Worth, TX 76102
Attention: Leslie L. Hunt
Telephone: 817-3 92-625 9
DEVELOPER:
Journey Home Housing, LLC
2400 Cypress Street
Fort Worth, TX 76102
Attn: Toby Owen
(817) 632-7440
22. DEVELOPER HAS LEGAL AUTHORITY TO ENTER INTO CONTRACT.
Developer represents that it possesses the legal authority, pursuant to any proper,
appropriate and official motion, resolution or action passed or taken, to enter into this Contract and
to perform the responsibilities herein required.
23. COUNTERPARTS.
This Contract may be executed in multiple counterparts, each of which shall be considered
an original, but all of which shall constitute one instrument.
24. Intentionally Omitted.
25. BOYCOTTING ISRAEL PROHIBITED.
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.
26. IMMIGRATION NATIONALITY ACT.
Developer shall verify the identity and employment eligibility of its employees who
perform work under this Contract, including completing the Employment Eligibility Verification
Form (I-9). Upon request by City, Developer shall provide City with copies of all I-9 forms and
supporting eligibility documentation for each employee who performs work under this
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Journey Home Housing, LLC — Journey Home Housing Apartments Page 33
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. TO THE EXTENT PERMITTED BY
APPLICABLE LAW, DEVELOPER 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, SUBRECIPIENTS, 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.
27. PROHIBITION ON BOYCOTTING ENERGY COMPANIES.
Developer acknowledges that in accordance with Chapter 2274 of the Texas Government
Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering
into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly
or partly from public funds of the City with a company with 10 or more full-time employees unless
the contract contains a written verification from the company that it: (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of the contract. The terms
"boycott energy company" and "company" have the meaning ascribed to those terms by Chapter
2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the
extent that Chapter 2274 of the Government Code is applicable to this Contract, by signing this
Contract, 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 Contract.
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 Contract, by signing this Contract, Developert
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.
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29. ELECTRONIC SIGNATURES.
This Contract may be executed by electronic signature, which will be considered as an
original signature for all purposes and have the same force and effect as an original signature. For
these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g.
via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted
via software such as Adobe Sign.
[SIGNATURES APPEAR ON NEXT PAGE]
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Journey Home Housing, LLC — Journey Home Housing Apartments Page 35
IN WITNESS WHEREOF, the Parties have executed 3 duplicate originals of this
Contract to be effective as of the Effective Date.
CITY OF FORT WORTH
JOURNEY HOME HOUSINC, LLC
By: / Gtjt 6. 1----_ By: cien�,Manager
Fernando Costa, Assistant City Manager Toby
Date: /ZIMI,ZCZ3 Date:
Approval Recommended by:
Victor T. Turner, Director
APPROVED AS TO FORM
AND LEG ITY:
Leslie L. Hunt, Senior ssistant City Attorney
City of Fort Worth Contract
Compliance Manager:
By signing I acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including
ensuring all performance and reporting
requirements.
Chad LaRoque,
Housing Development and Grants Manager
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Journey Home Housing, LLC — Journey Home Housing Apartments Page 36
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City Secretary
M&C 22-0456 Dated June 14, 2022
Form 1295: 2022-886452
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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Journey Home Housing, LLC — Journey Home Housing Apartments
EXHIBITS:
Exhibit
"A"
— Project Summary and Scope of Work
Exhibit
"A-1"
— Project Site and Map
Exhibit
"B"
— Budget
Exhibit
"C"
— Construction and Reimbursement Schedule
Exhibit
"D"
— Audit Requirements
Exhibit
"E"
— Loan Documents
Exhibit
"F"
— Reimbursement Forms - Attachments I&II
Exhibit
"G"
— Documentation of ARPA SLFRF Requirements
Exhibit
"H —
Standards for Complete Documentation
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Journey Home Housing, LLC — Journey Home Housing Apartments Page 37
EXHIBIT "A"
PROJECT SUMMARY AND SCOPE OF WORK
JOURNEY HOME HOUSING, LLC
Capitalized terms not defined herein shall have meanings assigned to them in the Contract.
DESCRIPTION:
Developer will use American Rescue Plan Act ("ARPA") funds through the Coronavirus State and
Local Fiscal Recovery Funds ("SLFRF") Program for a portion of the construction costs to develop
the Journey Home Housing Apartments which is a 96 one -bedroom Permanent Supportive Housing
(PSH) development for Qualifying Population or Low -Income Units located at 7550 Crowley
Road, Fort Worth TX 76134. The project consists of 24 single story quadraplexes for a total of 96
one -bedroom units. The complex will also include amenities such as free laundry, community
room, green space, and case management offices. The project will serve chronically homeless
individuals with disabilities who are at or below 30% of AMI as set by HUD.
Developer will be entitled to make Reimbursement Requests until 30 days after the Completion
Deadline.
In consideration for the ARPA Funds, Developer agrees to provide the following information and
meet the following requirements:
• Completion of the Required Improvements by the Completion Deadline.
SPECIFIC PURPOSE:
The specific purpose of this project is to develop affordable housing and permanent supportive
housing for the homeless under the Department of the Treasury, 31 CFR Part 35, Coronavirus State
and Local Fiscal Recovery Funds in Fort Worth.
PROJECT OBJECTIVES:
The project will provide 96 PSH units for Qualifying Population or Low -Income Units.
ARPA SURF CONTRACT — EXH03ITS Page 1
Journey Home Housing, LLC — Journey Home Housing Apartments Rev. 06.29.2023
EXHIBIT "A -I"
PROJECT SITE AND MAP
JOURNEY HOME HOUSING, LLC
I
OPEN SPACE DIAGRAM
not to scale
no
05 C
02
01;9 EMATICH-MAOIS
VICINITY MAP
not to scale
K
F.
.01-14—
F1 Eff-a-m-Am
M
ARPA SLFRF CONTRACT — EXHIBITS Page 2
Journey Home Housing, LLC — Journey Home Housing Apartments Rev. 06.29.2023
EXHIBIT "B"
BUDGET
JOURNEY HOME HOUSING, LLC
SOURCES AND USES
Development Name: I Journey Home Housing Apartments
Source # Funding Description
1
2
3
4
5
6
7
TOTAL
SOURCES
OF
FUNDS
TOTAL
USES OF
FUNDS
FWHFC PSH Loan
City of Fort Worth
HOME -ARP Loan
City of Fort Worth
ARPA SLFRF Loan
Directions Home Funds
from the City of Fort
Worth
Match Funds
Individual Donations
County Government
Grant (Tarrant County
ARPA SLFRF)
Priority
of Lien Construction Financing
1 St
2nd
3rd
4'h
$1,350,000
$4,928,000
$421,999
Permanent Financing Financing Participants
Fort Worth Housing
Finance Corp.
$1,350,000 (FWHFC)
$4,928,00 City of Fort Worth
$421,999 City of Fort Worth
$1,262,801 $1,262,801 City of Fort Worth
Local Foundations
$1,350,000 $1,350,000 (Match)
$353,038 $353,038 Other
$3,984,000 $3,984,000 Tarrant County
$13,649,838
ARPA SLFRF Funds Budget
$13,649,838
Land Acquisition
$ 0
Mobilization Amount and/or
$ 0
Pre -Development Soft Costs
Construction Hard Costs
$421,999*
Holdback**
$ 0
TOTAL
$421,999*
*Developer will only be reimbursed for eligible expenses.
The amounts are estimates and are subject to change.
ARPA SLFRF CONTRACT — EXHIBITS Page 3
Journey Home Housing, LLC — Journey Home Housing Apartments Rev. 06.29.2023
EXHIBIT "B-1"
APPROVED PROJECT BUDGET
JOURNEY HOME HOUSING, LLC
7550 Crowley Road
Fort Worth, TX
PROJECT BUDGET FORM
Total
Budget
Predevelopment Study/Feasibility Studies $
Other $
TotalPredevelopment Costs $
Development Costs
land and/orBuilding Acquisition
$
850,000
Environmental Assessment
$
16,300
Construct Costs Shell+Finish
$
10,360,257
Site Site Work
Shell
Of'site Work
$
700,000
Contingency
$
200,000
A&EFees Architect BOKAPoNNetl
$
89,500
Engineer KimteyHom
$
245,772
Consulting
$
10,000
Permit Fees
$
50,000
Utility (Hook-up & Impact Fees)
Permits
Legal, Title & Recording Fees
$
20,000
Development Fees
$
450,000
Other FF&E -Office
$
50,000
FF&E -Residence
$
416,009
Soft Contingency
$
45,000
Reserves+Start Up
$
147,000
Total Development Costs
$
13,649,838
Total Uses of Funds
I $
13,649,838
Source of Funds
Foundations - City Coordinated
$ 1,350,000
Tarrant ARPA
$ 3,984,000
ARPA SLFRF
$ 421,999
HOMEARPA
S 4,928,000
nk, Directions Home
$ 1,262,801
FR?Housing Fin Corp
$ 1,350,000
Individual Donations
$ 353,038
Total Source of Funds
$ 13,649,838
ARPA SURF CONTRACT — EXHIBITS Page 4
Journey Home Housing, LLC — Journey Home Housing Apartments Rev. 06.29.2023
EXHIBIT "C"
CONSTRUCTION AND REIMBURSEMENT SCHEDULE
JOURNEY HOME HOUSING, LLC
Phase Activity HOME -ARP Funds
PHASE I Mobilization/Predevelopment Soft Costs/ $0
ACTIVITIES: Construction Hard Costs
Contract execution, legal fees, mobilization, materials and supplies,
PHASE I COMPLETE permitting, and construction activities. $0
by: February 1, 2024 Developer must submit the contractor/subcontractor/vendor searches
under the Federal System for Award Management (www.sam.gov).
PHASE II
Construction Hard Costs
$0*
ACTIVIITES:
Prior to Reimbursement in Phase II, Developer must submit the
PHASE II COMPLETED
contractor/subcontractor/vendor searches under the Federal System
$0*
by: August 1.2024
for Award Management (www.sam.gov).
First Payment** (project must be approx. 25% complete)***
PHASE III
Construction Hard Costs
$145,000.00Y
ACTIVHTES:
Prior to Reimbursement in Phase III, Developer must submit the
PHASE III COMPLETED
contractor/subcontractor/vendor searches under the Federal System
$145,000.00*
by: February 1.2025
for Award Management (www.sam.gov).
Second Payment** (project must be 50% complete)***
PHASE IV
Construction Hard Costs
$145,000.00"
ACTIVITIES:
Prior to Reimbursement in Phase IV, Developer must submit the
PHASE IV COMPLETED
contractor/subcontractor/vendor searches under the Federal System
$145,000.00*
by: Aucust 1.2025
for Award Management (www.sam.gov).
Third Payment** (project must be 75% complete)***
PHASE V
Construction Hard Costs
$131,999.00*
ACTIVITIES:
PHASE V COMPLETED
Prior to Reimbursement in Phase V, Developer must submit the
b Second Anniversary of
y
contractor/subcontractor/vendor searches under the Federal System
$131,999.00*
construction
for Award Management (www.sam.gov).
Commencement
Fourth Payment** (project must be 100% complete)***
PHASE VI
Initial Lease -up of HOME -ARP Units
$0*
ACTIVITIES:
PHASE VI COMPLETED
Prior to Reimbursement in Phase VI, the following items must be
by: Second Anniversary of
submitted:
construction
1. Rent Schedule for HOME -ARP Units. See Section 7.5
Commencement
2. Tenant Selection Policy. See Section 7.6
3. Affirmative Marketing Plan. See Section 7.7
$0*
Prior to Reimbursement for Final Payment, Exhibit "G" - Project
Compliance Report: Rental Housing must be submitted to Lender.
Final Payment** (Lease -Up of HOME -ARP Unit)***
TOTAL
$421,999.00
*Developer will only be reimbursed for eligible expenses. The amounts are estimates and are subject to change.
**Developer must submit Complete Documentation ivilh Reimbursement Request to Lender within 60 days from each of the abovementioned
deadlines in order to be reimbursed. Failure to timely submit Reimbursement Requests and Complete Documentation along with any required
reports shall be an event of default.
***If milestone is reached before the Phase completion dale, reimbursement will be made when the milestone percentage is reached and the Lender
is provided all required documentation.
ARPA SLFRF CONTRACT —EXHIBITS Page 5
Journey Home Housing, LLC — Journey Home Housing Apartments Rev. 06.29.2023
EXHIBIT "D"
AUDIT REQUIREMENTS
JOURNEY HOME HOUSING, LLC
NOT APPLICABLE
ARPA SURF CONTRACT —EXHIBITS Page 6
Journey Home Housing, LLC — Journey Home Housing Apartments Rev. 06.29.2023
EXHIBIT "E"
LOAN DOCUMENTS
JOURNEY HOME HOUSING, LLC
ARPA SURF CONTRACT — EXHIBITS Page 7
Journey Home Housing, LLC — Journey Home Housing Apartments Rev. 06.29.2023
EXHIBIT "F"
REIMBURSEMENT FORMS
JOURNEY HOME HOUSING, LLC
ARPA SURF CONTRACT — EXHIBITS Page 8
Journey Home Housing, LLC — Journey Home Housing Apartments Rev. 06.29.2023
Attachment I
INVOICE
Developer: JOURNEY HOME HOUSING, LLC
Address: 2400 Cypress Street
City, State, Zip: Fort Worth, TX 76102
Project: Journey Home Housing Apartments
Tax ID Number 87-4555365
Draw Request:
AMOUNT
This Invoice Cumulative to Date
1 $ $
Developer's Certification: I certify that the costs incurred are valid and consistent with the terms and conditions of
the contract between City and Agency. 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 SURF CONTRACT — EXHIBITS Page 9
Journey Home Housing, LLC — Journey Home Housing Apartments Rev. 06.29.2023
Line No.
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
Total
Attachment II
City of Fort Worth
Neighborhood Services Department
Expenditure Worksheet
Developer: Journey Home Housing, LLC
Project: Journey Home Housing Apartments
Date Check No. Payee or Beneficiary* Description*
Amount
*Payroll must identify employee. Rent must identify tenant. Other payments should identify individuals, if
applicable.
ARPA SURF CONTRACT —EXHIBITS Page 10
Journey Home Housing, LLC — Journey Home Housing Apartments Rev. 06.29.2023
EXHIBIT "G"
DOCUMENTATION OF ARPA SLFRF REQUIREMENTS
JOURNEY HOME HOUSING, LLC
ARPA SLFRF 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 SLFRF Funds will be used to construct public infrastructure improvements in support of the affordable
housing development known as the Journey Home Housing Apartments, which will include, but are not limited
to, construction expenses associated with the development of a 96 one -bedroom unit rental housing project to be
constructed on the Property, together with all fixtures, tenant improvements and appurtenances now or later to be
located on the Property and/or in such improvements for the development of the Journey Home Housing
Apartments.
During Term the Contract:
In consideration of the ARPA SLFRF Funds provided through this Contract, Developer will fulfill the ARPA
SLFRF Regulations, the City Requirements, and will comply with all other terms and conditions of this Contract.
ARPA SURF CONTRACT — EXH03ITS Page 11
Journey Home Housing, LLC — Journey Home Housing Apartments Rev. 06.29.2023
EXHIBIT "H"
FEDERAL LABOR STANDARD PROVISIONS - DAVIS-BACON REQUIREMENTS
JOURNEY HOME HOUSING, LLC
NOT APPLICABLE
ARPA SURF CONTRACT — EXHIBITS Page 12
Journey Home Housing, LLC — Journey Home Housing Apartments Rev. 06.29.2023
EXHIBIT "I"
SECTION 3 REPORTING FORMS
JOURNEY HOME HOUSING, LLC
SECTION 3 BUSINESS CERTIFICATION FOR CONTRACTING
SECTION 3 SUMMARY REPORT (Form HUD-60002)
NOT APPLICABLE
ARPA SURF CONTRACT — EXHIBITS Page 13
Journey Home Housing, LLC — Journey Home Housing Apartments Rev. 06.29.2023
EXHIBIT "I-1"
SECTION 3 PROJECT SERVICE AREA MAP
JOURNEY HOME HOUSING, LLC
NOT APPLICABLE
ARPA SLFRF CONTRACT — EXHIBITS Page 14
Journey Home Housing, LLC — Journey Home Housing Apartments Rev. 06.29.2023
EXHIBIT "J"
STANDARDS FOR COMPLETE DOCUMENTATION
JOURNEY HOME HOUSING, LLC
FORT ORTIL
Standard of Documentation for Reimbursement of Development Costs
Cost Type
Documentation Standard
Acquisition of Real Property
. Notice to Seller (date must be on or before the date of options agreement
or sales contract and signed by the buyer and seller)
• Recorded Deed of Trust
• PurchaseAgreement4v/ Required HUD language
Master Settlement Statement/HUD-1
. Appraisal or other document used to determine purchase price
Proof of Payment (i.e., bank statement/cancelled check)
• Verification of Vacant Status (as applicable)
Pre -Development and Soft
. invoice should include:
Costs (Architect, Engineer,
■ date;
Landscape Design, Surveys,
■ company's letterhead;
Appraisals, Environmental, Legal
■ address for which service is provided;
Fees, Other Consultants, Etc.)
' description of service(s) and item(s);
■ amount for itemized services; and
■ total amount
Proof of Payment (i.e., bank statement or cancelled check)
Fully executed contract/service agreements/letter agreements and
applicable amendments
o Provide printout from www.sam.govverifying
contra ctorfsubcontractor 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 Senrices
FINAL as of 6/21/2017 page 1
ARPA SURF CONTRACT — EXHIBITS Page 15
Journey Home Housing, LLC — Journey Home Housing Apartments Rev. 06.29.2023
o LWO RT 1..,;
Standard of Documentation for Reimbursement of Development Costs
Construction Costs - Invoice should include:
(Contractors & subcontractors) ■ date;
■ company's letterhead;
■ address for ,.which service is provided;
■ description of seR�ice(s) and item(s);
■ amount for itemized services; and
■ total amount
Proof of Payment (i.e., bank statement or cancelled check)
Copy of applicable inspection report(s) conducted by NSD Inspector
Copy of executed agreements
■ Provide printout from+,wvw-sam.sovverifying
contractor/subcontractoris not listed on the debarred and
suspension list
If only a portion is being paid with City funds, then show calculation and
documentation of how costs are allocated_
For payment of final retainage forthe prime contractor, provide lien
waivers for the prime and all subcontractors.
List of subcontractors
Materials Purchased by Developer - Invoice should include:
(if applicable) ■ date;
■ company's letterhead;
■ address for which service is provided;
■ description of service(s) and item(s);
■ amount for itemized services; and
■ total amount
' Proof of Payment (i.e., bank statement or cancelled check)
Verification of delivery
Developer Fee ' Final Invoice Reflecting Total Development Cost
(if paid directly from HOME funds) ' Proof of payment for any other entity/funding source contributing to
development costs
Show calculation of agreed upon developer fee percentage
Copies of final lien releases from contractor/subcontractor
' Complete Documentation income eligibility of buyers/renters (i.e., income
documents for eligible homebuyer/tenants, sales contract between
developer/homebuyer, HAP Deed of Trust with required affordability
period language, etc.)
Lease documents
Final inspections of completed units
Neighborhood Services
FINAL as of 6/ 21,/2017 Page 2
ARPA SURF CONTRACT - EXHIBITS Page 16
Journey Home Housing, LLC - Journey Home Housing Apartments Rev. 06.29.2023
EXHIBIT "K"
CONTRACT AND SUBCONTRACT ACTIVITY REPORT
JOURNEY HOME HOUSING, LLC
NOT APPLICABLE
ARPA SURF CONTRACT — EXHBITS Page 17
Journey Home Housing, LLC — Journey Home Housing Apartments Rev. 06.29.2023
1/18/23, 1:51 PM
M&C Review
CITY COUNCIL AGENDA
Create New From This M&C
DATE: 6/14/2022 REFERENCE
NO..
CODE: G TYPE:
Official site of the City of Fort Worth, Texas
Faro
**M&C 22- 19ARPAAWARDING
0456 LOG NAME: PERMANENT SUPPORTIVE
HOUSING PROJECTS
PUBLIC
CONSENT HEARING: NO
SUBJECT: (CD 3 and CD 8) Authorize Forgivable Loans in the Aggregate Amount of $11,641,276.00
from Federal and City Sources to Three Developers for the Development of 128
Permanent Supportive Housing Units, Authorize Execution of Related Contract and Loan
Documents, Waive or Defer Certain City Fees Related to the Development of Two of the
Projects, and Find a Public Purpose and that Adequate Controls are in Place
RECOMMENDATION:
It is recommended that the City Council:
1. Award $4,028,476.00 of HOME Investment Partnerships American Rescue Plan Program
funds in the form of a forgivable loan to New Leaf Community Services or an affiliate for the
development of 48 units of permanent supportive housing;
2. Award (i) $4,928,000.00 of HOME Investment Partnerships American Rescue Plan
Program funds, (ii) $421,999.00 of American Rescue Plan Act, Subtitle M (State and Local
Fiscal Recovery Funds) funds, and (iii) $1,262,801.00 of Directions Home capital funds to
Presbyterian Night Shelter of Tarrant County or an affiliate in the form of forgivable loans for
the development of 72 units of permanent supportive housing;
3. Award $1,000,000.00 of American Rescue Plan Act, Subtitle M (State and Local Fiscal
Recovery Funds) funds to OPG Clifton Riverside Partners, LLC or an affiliate in the form of a
forgivable loan for the development of 8 units of permanent supportive housing;
4. Authorize execution of related contract and loan documents with New Leaf Community
Services, Presbyterian Night Shelter of Tarrant County and OPG Clifton Riverside Partners,
LLC, or any affiliates of the same;
5. Waive or defer certain City fees related to the New Leaf Community Services and
Presbyterian Night Shelter developments in the approximate amount of $400,000.00;
6. Authorize the City Manager, or his designee, to amend contracts and loan documents as
necessary for completion of the projects provided any amendments are within the scope of
the projects and comply with City policies and all applicable laws and regulations governing
the use of federal grant funds; and
7. Find that the expenditures and waiver or deferral of City fees serves the public purpose of
providing decent, safe, and affordable housing to extremely low-income residents in the City
and that adequate controls are in place through the loan documents to ensure the public
purpose is carried out.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to award three projects forgivable
loans funded from three funding streams: American Rescue Plan Act ("ARPA") State and Local Fiscal
Recovery Funds (SLFRF), HOME Investment Partnerships American Rescue Plan Program (HOME -
ARP) and Directions Home capital funds to provide a total of 128 permanent supportive housing (PSH)
units.
Backaround
The City of Fort Worth is part of the local Continuum of Care (CoC), and one of the priorities of the
CoC is to address the current level of chronic homelessness. Tarrant County Homeless Coalition
apps.cfwnet.org/council_packet/mc_review.asp? I D=30008&cou nciIdate=6/14/2022 1 /6
1/18/23, 1:51 PM
M&C Review
(TCHC) evaluated the homelessness situation in the CoC area, which encompasses Tarrant and
Parker counties, and identified strategies, resources, and the estimated number of new physical units
of PSH needed. In addition to other strategies, TCHC determined one of the greatest needs is for
physical units designated for the chronically homeless.
On December 14, 2021, to help address this need in the City of Fort Worth, Mayor and Council
approved a substantial amendment to the City's 2021-2022 Annual Action Plan for the use of
$10,537,030.00 in HOME -ARP Federal Grant funds to be awarded by the United States Department of
Housing and Urban Development for the purpose of funding the development of PSH (M&C No. 21-
0968) through a competitive Notice of Funding Availability process ("NOFA"). The Fort Worth Housing
Finance Corporation (FWHFC), which had previously set aside $5,000,000.00 for the development of
PSH in the city, allocated $2,550,000.00 of the set -aside funds to be included with the HOME -ARP
funds in the NOFA (Resolution No. FWHFC 2019 07). FWHFC PSH funds require a dollar for dollar
match from private foundations.
These funds were combined with a goal to develop 125 PSH units in the City. On March 8, 2022, the
Neighborhood Services Department (NSD) released the NOFA. However, it was noted that the 125
PSH units was not sufficient to meet the City's need for PSH units.
On April 12, 2022, the City Council allocated an additional $5,000,000.00 of general ARPA funds for
the development of PSH units (M&C 22-0270). This amount was included in the NOFA to be awarded
for PSH development, and the unit goal increased to 165.
Scoring - NSD staff and a philanthropic representative scored the six applications that were
submitted. Based on scores, responsiveness to Minority/Women Business Enterprise (M/WBE)
requirements, and project feasibility, three projects are being recommended by staff for funding. One
project was non -responsive due to failure to meet the M/WBE requirement, and two were found to be
lacking in one or more key areas of evaluation.
Area of Evaluation
Project Description
Agency Experience
Project Delivery/Occupancy
Financial Capacity/Leveraging
Total Score
Agency Name
The Phan Foundation
New Leaf Community
Services
Presbyterian Night
Shelter
OPG Clifton Riverside
Partners, LLC
Atlantic Housing
Foundation Inc.
Tarrant County
Samaritan Housing
Available Points
Project Name
30
15
25
30
100
Doors of Opportunity
8843 Camp Bowie
West
Journey Home
Housing
Clifton Riverside
Quail Ridge
Apartments
Permanent
Supportive Housing
for Chronically
Homeless Individuals
# of
PSH M/WBE Status
Units
32 RESPONSIVE
48 RESPONSIVE
72 RESPONSIVE
8 RESPONSIVE
0 NON -RESPONSIVE
60 RESPONSIVE
Applicant
Score
60
89
88
83
54
82
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1/18/23, 1:51 PM
M&C Review
Accordingly, staff is recommending awarding 3 developments, which will create a total of 128 PSH
units, forgivable loans as listed below. A second NOFA will be issued to develop at least 37 PSH
units with the funds that were not allocated through the first NOFA. The total number of PSH units
from both NOFAs will be at least 165.
Recommended Awards
The following three projects are recommended for funding:
New Leaf Community Services
New Leaf Community Services will create 48 new units of PSH at 8843 Camp Bowie West (CD
3). Partners in the project include 1-21- Development Advisors LLC. In addition to the HOME -ARP
funding recommended through this M&C, staff will be recommending that an allocation of funds also
be made from the FWHFC, as listed below.
HOME -ARP (This M&C)
$4,028,476.00
Requesting from Fort Worth Housing Finance Corporation
$1,200,000.00
Foundation Matching Funds
$1,200,000.00
Total NOFA Funding Allocations
$6,428,476.00
Staff recommends execution of all necessary documents with New Leaf Community Services or an
affiliate for a forgivable loan in the amount of $4,028,476.00 on the following terms and conditions:
Loan Terms:
1. Loan term to commence on execution of loan documents and terminate at the end of the 20-
year Affordability Period defined in the contract. Loan will be forgiven at the end of the
Affordability Period provided that borrower has complied with all of the terms of the contract
and the loan documents;
2. Performance of the HOME -ARP requirements and payment of the HOME -ARP loan, if required,
will be secured by a deed of trust and HOME -ARP Deed Restriction on the real property
through the Affordability Period;
3. Interest rate of zero percent so long as borrower complies with all of the terms of the
contract and loan documents;
4. HOME -ARP loan to be subordinate to any financing provided by Fort Worth Housing Finance
Corporation. HOME -ARP loan may also be subordinated to other financing if such financing
meets appropriate underwriting criteria, City policies and applicable HOME -ARP
requirements; and
5. Designate HOME -ARP assisted units according to the HOME -ARP regulations with a 20-year
Affordability Period.
The expenditure of HOME -ARP funds is conditioned upon the followina:.
1. Satisfactory underwriting in accordance with federal guidance for use of funds and City
policies for funding of PSH units;
2. All financing including any grants to be acceptable to City to show long term viability of the
project;
3. Satisfactory completion of an environmental review pursuant to 24 CFR Part 58;
4. Receipt of authorization to use grant funds from HUD; and
5. Closing on all other financing for the project
Presbyterian Night Shelter
Presbyterian Night Shelter of Tarrant County will create 72 new units of PSH at 7600 Crowley Road
(CD 8). Partners in the project include 1-21- Development Advisors LLC and Construction Advisory
Specialists. In addition to the funding recommended through this M&C, staff will be recommending that
an allocation of funds also be made from the FWHFC, as listed below.
HOME -ARP (This M&C) $4,928,000.00
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1/18/23, 1:51 PM M&C Review
ARPA SLFRF (This M&C)
$421,999.00
Directions Home Capital Funds (This M&C)
$1,262,801.00
Requesting from Fort Worth Housing Finance Corporation
$1,350,000.00
Foundation Matching Funds
$1,350,000.00
Total NOFA Funding Allocations
$9,312,800.00
Staff recommends execution of all necessary documents with Presbyterian Night Shelter of Tarrant
County or an affiliate for a forgivable loan in the amount of $6,612,800.00 on the following terms and
conditions:
Loan Terms:
1. Loan term to commence on execution of loan documents and terminate at the end of the 20-
year Affordability Period defined in the contract. Loan will be forgiven at the end of the
Affordability Period provided that borrower has complied with all of the terms of the contract
and the loan documents;
2. Performance of the HOME -ARP, ARPA SLFRF and Directions Home requirements and payment
of the HOME -ARP, general ARPA and Directions Home loans, if required, will be secured by a
deed of trust and HOME -ARP, ARPA SLFRF and Directions Home Deed Restrictions on the real
property through the Affordability Period;
3. Interest rate of zero percent so long as borrower complies with all of the terms of the
contract and loan documents;
4. HOME -ARP, ARPA SLFRF and Directions Home loans to be subordinate to any financing
provided by Fort Worth Housing Finance Corporation. HOME -ARP, ARPA SLFRF and Directions
Home loans may also be subordinated to other financing if such financing meets appropriate
underwriting criteria, City policies and applicable HOME -ARP, ARPA SLFRF and Directions
Home requirements; and
5. Designate HOME -ARP assisted units according to the HOME -ARP regulations with a 20-year
Affordability Period.
The expenditure of Directions Home, qeneral ARPA and HOME -ARP funds is conditioned upon the
following_
1. Satisfactory underwriting in accordance with federal guidance for use of funds and City
policies for funding of PSH units;
2. All financing including any grants to be acceptable to City to show long term viability of the
project;
3. Satisfactory completion of an environmental review pursuant to 24 CFR Part 58;
4. Receipt of authorization to use grant funds from HUD; and
5. Closing on all other financing for the project
There is a business equity goal of 25\% for this project because part of the funding is City general
funds.
OPG Clifton Riverside Partners
OPG Clifton Riverside Partners, LLC will create 8 units new units of PSH within a larger project at
2406 E. Belknap (CD 8). Partners in the project are Overland Property Group and Across, LLC.
ARPA SLFRF (This M&C)
$1,000,000.00
Staff recommends execution of all necessary documents with OPG Clifton Riverside Partners, LLC or
an affiliate for a forgivable loan in the amount of $1,000,000.00 on the following terms and conditions:
Loan Terms:
Loan term to commence on execution of loan documents and terminate at the end of the 20-
year Affordability Period defined in the contract. Loan will be forgiven at the end of the
Affordability Period provided that borrower has complied with all of the all the terms of the
contract and the loan documents;
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M&C Review
2. Performance of the ARPA and any City requirements and payment of the ARPA loan, if
required, will be secured by a deed of trust and deed restrictions on the real property
through the Affordability Period;
3. Interest rate of zero percent so long as borrower complies with all of the terms of the
contract and loan documents; and
4. ARPA loan to be subordinate to any financing provided by Fort Worth Housing Finance
Corporation and any permanent financing. ARPA loan may also be subordinated to other
financing if such financing meets appropriate underwriting criteria, City policies and
applicable ARPA requirements.
The expenditure of ARPA funds is conditioned upon the following:
1. Satisfactory underwriting in accordance with federal guidance for use of ARPA funds and City
policies for funding of PSH units;
2. All financing including any grants to be acceptable to City to show long term viability of the
project;
3. Satisfactory completion of an environmental review pursuant to 24 CFR Part 58; and
4. Closing on all other financing for the project.
By approval of this M&C, the City Council finds that the following actions are necessary to achieve the
vital public purpose of providing decent, safe, and affordable housing to extremely -low-income
residents: (i) providing forgivable loans to the three developments listed above for the development of
PSH units in the City, and (ii) the waiver or deferral of certain related City fees for the New Leaf
Community Services and Presbyterian Night Shelter developments, including all fees charged by the
Development Services Department (waived), park dedication fees (conditionally deferred), and
transportation impact fees, for which a variance was granted by Development Services Department, in
the collective approximate amount of $400,000.00; however the actual amount could vary.
New Leaf Community Presbyterian Night
Services PSH Project Shelter PSH Project
Park Fees (Deferred) $58,824.00 $71,543.00
Transportation Impact Fees $50,832.00 $76,248.00
(Waived)
Estimate of Other Development $54,064.00 $73,929.00
Services Department fees (Waived)
Total Fees Waived or Deferred $163,720.00 $221,720.00
Staff has reviewed and verified, and Council by approval of this M&C finds, that the waiver or deferral
of the fees is necessary for the financial feasibility of the two identified developments. The City Council
further finds that adequate controls are in place through the loan documents to ensure the public
purpose is carried out. Park fees will be payable in the event the property is transferred to a for -profit
entity and will no longer be operated solely as a PSH housing development. The conditional imposition
of the Park fees will be secured by liens on the properties.
Because of the high priority the City Council has placed on the development as PSH and the fact that
the New Leaf Community Services and Presbyterian Night Shelter of Tarrant County developments will
be operated on a not -for -profit basis, Development Services and Park & Recreation departments
support the deferring or waiving of fees so these projects may be developed. NSD thanks and
recognizes the Development Services and Park & Recreation departments for their commitment to
PSH.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendations, funds are
available in the current operating and capital budgets, as appropriated, of the Grants Operating
Federal Fund HOME -ARP and American Rescue Plan Act projects and the General Capital Projects
Fund Development of PSH project. Prior to an expenditure being incurred, the Neighborhood
Services Department has the responsibility of verifying the availability of funds and to ensure that only
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expenditures allowed under the ARPA SLFRF, HOME -ARP and Directions Home programs are
charged to these funding sources.
TO
Fund Department 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)
Submitted for Citv Manager's Office by_ Fernando Costa (6122)
Originating Department Head: Victor Turner (8187)
Additional Information Contact: Tara Perez (2235)
ATTACHMENTS
New Leaf Form 1295.pdf (CFW Internal)
OPG Clifton Riverside Form 1295.pdf (CFW Internal)
Perm Supp Housing Funding availability.docx (CFW Internal)
Presbvterian Niaht Shelter Form 1295.pdf (CFW Internal)
PSH FID table.xlsx (CFW Internal)
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FORT WORTH
Routing and Transmittal Slip
Neighborhood Services
Department
DOCUMENT TITLE: ARPA Journev Home Housina LLC
SLFRF Contract
M&C 22-0456 CPN
Im7_AI=i
TO
1. Allison Tidwell
CSO #
DOC#
INITIALS DATE OUT
DOCUMENTS FOR CITY MANAGER'S SIGNTURE: All documents received from any and all City
Departments requesting City Manager's signature for approval MUST BE ROUTED TO THE
APPROPRIATE ACM for approval first. Once the ACM has signed the routing slip, David will review
and take the next steps.
NEEDS TO BE NOTARIZED: ❑ Yes ❑ No
RUSH: ❑ Yes ❑ No SAME DAY: ❑ Yes ❑ No NEXT DAY: El Yes ❑ No
ROUTING TO CSO: X Yes ❑ No
Action Required:
❑ As Requested
❑ For Your Information
x Signature/Routing and or Recording
❑ Comment
❑ File
❑ Attach Signature, Initial and Notary Tabs
X Attach Signature
Return to: Please call Virginia Villalobos at ext. 7744 for pick up when completed. Thank you.