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HomeMy WebLinkAboutContract 61001Received Date: Feb 23, 2024 Received Time: 8:32 a.m. Developer and Project Information Cover Sheet: Developer Company Name Address, State, Zip Code: Phone & Email: Authorized Signatory, Title: Project Name: Brief Description: Project Location: Plat Case Number: Not Given Mapsco: 73P CFA Number: 23-0124 New Leaf Community Services PO Box 100103 Fort Worth, Texas 76185 (817) 994-8978 1 rschristian@gmail.com Steve Christian, President New Leaf Camp Bowie Water, Sewer and Drainage Improvements Western Hill Addition Block 26, Lots B-R2-lR Plat Name: Not Given Council District: City Project Number: 3 104970 1 IPRC23-0099 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City of Fort Worth, Texas Page 1 of 16 Standard Community Facilities Agreement Rev. 9/21 City Contract Number: 61001 STANDARD COMMUNITY FACILITIES AGREEMENT This STANDARD COMMUNITY FACILITIES AGREEMENT ("Agreement') is made and entered into by and between the City of Fort Worth ("City"), a home -rule municipal corporation of the State of Texas, acting by and through its duly authorized Assistant City Manager, and New Leaf Community Services ("Developer"), a Texas non-profit corporation, acting by and through its duly authorized representative. City and Developer are referred to herein individually as a "party" and collectively as the "parties." WHEREAS, Developer is constructing private improvements or subdividing land within the corporate limits of Fort Worth, Texas or its extraterritorial jurisdiction, for a project known as New Leaf Camp Bowie ("Project'); and WHEREAS, the City desires to ensure that all developments are adequately served by public infrastructure and that the public infrastructure is constructed according to City standards; and WHEREAS, as a condition of approval of the Project, Developer is required to bear a portion of the costs of municipal infrastructure by constructing the public infrastructure necessary for the Project as described in this Agreement ("Community Facilities" or "Improvements"); and WHEREAS, as a condition of approval of the Project, Developer is required to meet the additional obligations contained in this Agreement, and Developer may be required to make dedications of land, pay fees or construction costs, or meet other obligations that are not a part of this Agreement; and WHEREAS, the City and the Fort Worth Housing Finance Corporation ("HFC") entered into agreements with Developer to develop the New Leaf — Camp Bowie Apartments, an approximately 48-unit multifamily, permanent supportive housing project whereby Developer will receive funds from the City and the HFC in the form of forgivable loans for the construction of the multifamily units; and WHEREAS, the Improvements in this CFA will not be funded or reimbursed by funds from the City or the HFC, but will be wholly paid for by Developer; and WHEREAS, the City Council, through the approval of M&C 22-0456 on June 14, 2022, authorized a waiver or deferral of certain Development Services Department fees for the Project, which City staff have determined includes a waiver of the construction inspection service fees, administrative material testing service fees and the water lab testing fees for the Project; however, Developer shall be responsible for hiring and paying a third -party material testing laboratory for the Project; and WHEREAS, City is not participating in the cost of the Improvements for the Project pursuant to this Agreement; and City of Fort Worth, Texas OFFICIAL RECORD Page 2 of 16 Standard Community Facilities Agreement CITY SECRETARY Rev. 9/21 FT. WORTH, TX WHEREAS, the Developer and the City desire to enter into this Agreement in connection with the collective Improvements for the Project. NOW, THEREFORE, for and in consideration of the covenants and conditions contained herein, the City and the Developer do hereby agree as follows: 1. CFA Ordinance The Community Facilities Agreements Ordinance ("CFA Ordinance"), as amended, is incorporated into this Agreement by reference, as if it was fully set out herein. Developer agrees to comply with all provisions of the CFA Ordinance in the performance of Developer's duties and obligations pursuant to this Agreement and to cause all contractors hired by Developer to comply with the CFA Ordinance in connection with the work performed by the contractors. If a conflict exists between the terms and conditions of this Agreement and the CFA Ordinance, the CFA Ordinance shall control. 2. Incorporation of Engineering Plans The engineering plans for the Improvements that have been approved by the City ("Engineering Plans") are incorporated into this Agreement by reference as if fully set out herein. Developer shall provide at its expense, unless otherwise agreed to by City, all engineering drawings and documents necessary to construct the Improvements required by this Agreement. 3. Description of Improvements; Exhibits and Attachments The following exhibits describe the general location, nature and extent of the Improvements that are the subject of this Agreement and are attached hereto and incorporated herein by reference: ® Exhibit A: Water ® Exhibit A-1: Sewer ❑ Exhibit B: Paving ® Exhibit B-1: Storm Drain ❑ Exhibit C: Street Lights & Signs The Location Map and Cost Estimates are also attached hereto and incorporated herein by reference. To the extent that Exhibits A, A-1, B, B-1, C, the Location Map, or the Cost Estimates conflict with the Engineering Plans, the Engineering Plans shall control. If applicable, Attachment 1 — Changes to Standard Community Facilities Agreement, Attachment 2 — Phased CFA Provisions, and Attachment 3 — Concurrent CFA Provisions, are attached hereto and incorporated herein for all purposes. 4. Construction of Improvements Developer agrees to cause the construction of the Improvements contemplated by this Agreement and that said construction shall be completed in a good and workmanlike manner and in accordance with all City standards and specifications, the Engineering Plans, the Cost Estimates provided for the City of Fort Worth, Texas Page 3 of 16 Standard Community Facilities Agreement Rev. 9/21 Improvements, and this Agreement. Developer acknowledges that City will not accept the Improvements until the City receives affidavits and lien releases signed by Developer's contractors verifying that the contractors, and all subcontractors and material suppliers, have been paid in full for constructing the Improvements, and consent of the surety on payment and performance bonds provided for the Improvements. 5. Financial Guarantee Developer has provided the City with a financial guarantee in the form and amounts set forth in this Agreement which guarantees the construction of the Improvements and payment by Developer of all contractors, subcontractors, and material suppliers for the Improvements ("Financial Guarantee"). Developer shall keep the Financial Guarantee in full force and effect until released by the City and shall not reduce the amount of the Financial Guarantee unless authorized by the City in accordance with the CFA Ordinance. 6. Completion Deadline; Extension Periods This Agreement shall be effective on the date this Agreement is executed by the City's Assistant City Manager ("Effective Date"). Developer shall complete construction of the Improvements and obtain the City's acceptance of the Improvements within two (2) years of the Effective Date ("Term"). If construction of the Improvements has started during the Term, the Developer may request that this Agreement be extended for an additional period of time ("Extension Period"). All Extension Periods shall be agreed to in writing by the City and the Developer as set forth in a written amendment to this Agreement. In no event shall the Term of this Agreement plus any Extension Periods be for more than three years. 7. Failure to Construct the Improvements (a) The City may utilize the Developer's Financial Guarantee to cause the completion of the construction of the Improvements if at the end of the Term, and any Extension Periods, the Improvements have not been completed and accepted by the City. (b) The City may utilize the Developer's Financial Guarantee to cause the completion of the construction of the Improvements or to cause the payment of costs for construction of the Improvements before the expiration of the Term, and any Extension Period, if the Developer breaches this Agreement, becomes insolvent, or fails to pay costs of construction. (c) If the Financial Guarantee is a Completion Agreement and the Developer's contractors or suppliers are not paid for construction costs or materials supplied for the Improvements the contractors and suppliers may place a lien upon any property which the City does not have an ownership interest that is the subject of the Completion Agreement. (d) Nothing contained herein is intended to limit the Developer's obligations under the CFA Ordinance, this Agreement, the Financial Guarantee, Developer's agreements with Developer's contractors, or other related agreements. 8. Termination City of Fort Worth, Texas Page 4 of 16 Standard Community Facilities Agreement Rev. 9/21 If Developer desires to terminate this Agreement before Developer's contractors begin constructing the Improvements, Developer agrees to the following: (a) that Developer and City must execute a termination of this Agreement in writing; (b) that Developer will vacate any final plats that have been filed with the county where the Project is located; and (c) to pay to the City all costs incurred by the City in connection with this Agreement, including time spent by the City's inspectors at preconstruction meetings. 9. Award of Construction Contracts (a) Developer will award all contracts for the construction of the Improvements and cause the Improvements to be constructed in accordance with the CFA Ordinance. (b) Developer will employ construction contractors who meet the requirements of the City to construct the Improvements including, but not limited, to being prequalified, insured, licensed and bonded to construct the Improvements in the City. (c) Developer will require Developer's contractors to provide the City with payment and performance bonds naming the City and the Developer as dual obligees, in the amount of one hundred percent (100%) of the cost of the Improvements as required by the CFA Ordinance. The payment and performance bonds shall guarantee construction of the Improvements and payment of all subcontractors and material suppliers. Developer agrees to require Developer's contractors to provide the City with a maintenance bond naming the City as an obligee, in the amount of one hundred percent (100%) of the cost of the Improvements, that guarantees correction of defects in materials and workmanship for the Improvements by the contractor and surety for a period of two (2) years after completion and final acceptance of the Improvements by the City. All bonds must be provided to the City before construction begins and must meet the requirements of the City's Standard Conditions, Chapter 2253 of the Texas Government Code, and the Texas Insurance Code. (d) Developer will require Developer's contractors to provide the City with insurance equal to or in excess of the amounts required by the City's standard specifications and contract documents for developer -awarded infrastructure construction contracts. The City must be named as an additional insured on all insurance policies. The Developer must provide the City with a Certificate of Insurance (ACORD or form approved by the State of Texas), supplied by each contractor's insurance provider, which shall be made a part of the Project Manual. (e) Developer will require the Developer's contractors to give forty-eight (48) hours' advance notice of their intent to commence construction of the Improvements to the City's Construction Services Division so that City inspection personnel will be available. Developer will require Developer's contractors to allow construction of the Improvements to be subject to inspection at any and all times by the City's inspectors. Developer will require Developer's contractors to not install or relocate any sanitary sewer, storm drain, or water pipe unless a City inspector is present and gives consent to proceed, and to allow such laboratory tests as may be required by the City. City of Fort Worth, Texas Page 5 of 16 Standard Community Facilities Agreement Rev. 9/21 (f) Developer will not allow Developer's contractors to begin construction of the Improvements until a notice to proceed to construction is issued by the City. (g) Developer will not allow Developer's contractors to connect buildings to service lines of sewer and water mains constructed pursuant to this Agreement, if any, until said sewer, water mains and service lines have been completed to the satisfaction of the City. 10. Utilities Developer shall cause the installation or adjustment of utilities required to: (1) serve the Project; and (2) to construct the Improvements required herein. City shall not be responsible for payment of any costs that may be incurred by Developer in the relocation of any utilities that are or may be in conflict with any of the Improvements to be constructed pursuant to this Agreement. 11. Easements and Rights -of -Way Developer agrees to provide, at its expense, all necessary rights -of -way and easements required for the construction and dedication to the City of the Improvements provided for by this Agreement. 12. Liability and Indemnification (a) DEVELOPER HEREBY RELEASES AND AGREES TO INDEMNIFY, DEFEND AND HOLD THE CITY HARMLESS FOR ANY INADEQUACIES IN THE PRELIMINARY PLANS, SPECIFICATIONS, ENGINEERING PLANS, AND COST ESTIMATES SUPPLIED BY THE DEVELOPER FOR THIS AGREEMENT. (b) THE DEVELOPER COVENANTS AND AGREES TO, AND BY THESE PRESENTS DOES HEREBY FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS AND EMPLOYEES FROM ALL SUITS, ACTIONS OR CLAIMS OF ANY CHARACTER, WHETHER REAL OR ASSERTED, BROUGHT FOR OR ONACCOUNT OFANYINJURIES OR DAMAGES SUSTAINED BYANYPERSONS, INCLUDING DEATH, OR TO ANY PROPERTY, RESULTING FROM OR IN CONNECTION WITH THE CONSTRUCTION, DESIGN, PERFORMANCE OR COMPLETION OF ANY WORK TO BE PERFORMED BY SAID DEVELOPER, ITS CONTRACTORS, SUBCONTRACTORS, OFFICERS, AGENTS OR EMPLOYEES, OR IN CONSEQUENCE OF ANY FAILURE TO PROPERLY SAFEGUARD THE WORK, OR ONACCOUNT OFANYACT, INTENTIONAL OR OTHERWISE, NEGLECT OR MISCONDUCT OF SAID DEVELOPER, ITS CONTRACTORS, SUB -CONTRACTORS, OFFICERS, AGENTS OR EMPLOYEES, WHETHER OR NOT SUCH INJURIES, DEATH OR DAMAGES ARE CAUSED, IN WHOLE OR IN PART, BY THE ALLEGED NEGLIGENCE OF THE CITY OF FORT WORTH, ITS OFFICERS, SERVANTS, OR EMPLOYEES. (c) DEVELOPER WILL REQUIRE ITS CONTRACTORS TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, SUITS OR CAUSES OF ACTION OF ANY NATURE WHATSOEVER, WHETHER REAL OR ASSERTED, BROUGHT FOR OR ON ACCOUNT OF ANY INJURIES OR DAMAGES TO PERSONS OR PROPERTY, City of Fort Worth, Texas Page 6 of 16 Standard Community Facilities Agreement Rev. 9/21 INCLUDING DEATH, RESULTING FROM, OR INANY WAY CONNECTED WITH, THE CONSTRUCTION OF THE IMPROVEMENTS CONTEMPLATED HEREIN, WHETHER OR NOT SUCH INJURIES, DEATH OR DAMAGES ARE CAUSED, IN WHOLE OR IN PART, BY THE ALLEGED NEGLIGENCE OF THE CITY OF FORT WORTH, ITS OFFICERS, SERVANTS, OR EMPLOYEES. FURTHER, DEVELOPER WILL REQUIRE ITS CONTRACTORS TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE CITY FOR ANY LOSSES, DAMAGES, COSTS OR EXPENSES SUFFERED BY THE CITY OR CAUSED AS A RESULT OF SAID CONTRACTORS' FAILURE TO COMPLETE THE WORK AND CONSTRUCT THE IMPROVEMENTS IN A GOOD AND WORKMANLIKE MANNER, FREE FROM DEFECTS, IN CONFORMANCE WITH THE CFA ORDINANCE, AND INACCORDANCE WITH ALL PLANS AND SPECIFICATIONS. 13. Right to Enforce Contracts Upon completion of all work associated with the construction of the Improvements, Developer will assign to the City a non-exclusive right to enforce the contracts entered into by Developer with its contractors, along with an assignment of all warranties given by the contractors, whether express or implied. Further, Developer agrees that all contracts with any contractor shall include provisions granting to the City the right to enforce such contracts as an express intended third -party beneficiary of such contracts. 14. [Intentionally Deleted] 15. Material Testing The City maintains a list of pre -approved material testing laboratories. The Developer must contract with material testing laboratories on the City's list. Material testing laboratories will provide copies of all test results directly to the City and the Developer. If the Improvements being constructed fail a test, the Developer must correct or replace the Improvements until the Improvements pass all retests. The Developer must pay the material testing laboratories directly for all material testing and retesting. The City will obtain proof from the material testing laboratories that the material testing laboratories have been paid in full by the Developer before the City will accept the Improvements. 16. Notices All notices required or permitted under this Agreement may be given to a party by hand - delivery or by mail, addressed to such party at the address stated below. Any notice so given shall be deemed to have been received when deposited in the United States mail so addressed with postage prepaid: CITY: Development Coordination Office City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 City of Fort Worth, Texas Standard Community Facilities Agreement Rev. 9/21 DEVELOPER: New Leaf Community Services PO Box 100103 Fort Worth, Texas 76185 Page 7 of 16 With copies to: City Attorney's Office City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 and City Manager's Office City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 Or to such other address one party may hereafter designate by notice in writing addressed and mailed or delivered to the other party hereto. 17. Right to Audit Developer agrees that, until the expiration of three (3) years after acceptance by the City of the Improvements constructed pursuant to this Agreement, that the City shall have access to and the right to examine any directly pertinent books, documents, papers and records of the Developer involving transactions relating to this Agreement. Developer agrees that the City shall have access during normal working hours to all necessary Developer facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. The City shall give Developer reasonable advance notice of intended audits. Developer further agrees to include in all contracts with Developer's contractors for the Improvements a provision to the effect that the contractor agrees that the City shall, until the expiration of three (3) years after final payment under the contract, have access to and the right to examine any directly pertinent books, documents, papers and records of such contractor, involving transactions to the contract, and further, that City shall have access during normal working hours to all of the contractor's facilities, and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Developer's contractors reasonable advance notice of intended audits. 18. Independent Contractor It is expressly understood and agreed that Developer and its employees, representative, agents, servants, officers, contractors, subcontractors, and volunteers shall operate as independent contractors as to all rights and privileges and work performed under this Agreement, and not as agents, representatives or employees of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Developer shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers. Developer acknowledges that the doctrine of respondeat superior shall not apply as between the City and its officers, representatives, agents, servants and employees, and Developer and its employees, representatives, agents, servants, officers, contractors, City of Fort Worth, Texas Page 8 of 16 Standard Community Facilities Agreement Rev. 9/21 subcontractors, and volunteers. Developer further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Developer. It is further understood that the City shall in no way be considered a co -employer or a joint employer of Developer or any employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers of Developer. Neither Developer, nor any officers, agents, servants, employees or subcontractors of Developer shall be entitled to any employment benefits from the City. Developer shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of employees, representatives, agents, servants, officers, contractors, subcontractors, and volunteers. The City, through its authorized representatives and employees, shall have the sole and exclusive right to exercise jurisdiction and control over City employees. 19. Applicable Law; Venue This Agreement shall be construed under and in accordance with Texas law. Venue shall be in the state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 20. Non -Waiver The failure of the City to insist upon the performance of any term or provision of this Agreement or to exercise any right herein conferred shall not be construed as a waiver or relinquishment to any extent of City's right to assert or rely on any such term or right on any fixture occasion. 21. Governmental Powers and Immunities. It is understood that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or immunities. 22. Headings The paragraph headings contained herein are for the convenience in reference and are not intended to define or limit the scope of any provision of this Agreement. 23. Severability In the event that any clause or provision of this Agreement shall be held to be invalid by any court of competent jurisdiction, the invalidity of such clause or provision shall not affect any of the remaining provisions hereof. 24. Review of Counsel City and Developer, and if they so choose, their attorneys, have had the opportunity to review City of Fort Worth, Texas Page 9 of 16 Standard Community Facilities Agreement Rev. 9/21 and comment on this document; therefore any rule of contract construction or interpretation that would normally call for the document to be interpreted as against the drafting party shall not apply in interpretation of this Agreement, and each section, portion, and provision of this Agreement shall be construed solely on the basis of the language contained therein, regardless of who authored such language. 25. Prohibition on Boycotting Israel Developer acknowledges that in accordance with Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company with 10 or more full-time employees that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" have the meanings ascribed to those terms by Chapter 2271 of the Texas Government Code. To the extent that Chapter 2271 of the Government Code is applicable to this Agreement, by signing this Agreement, Developer certifies that Developer's signature provides written verification to the City that Developer: (1) does not boycott Israel; and (2) will not boycott Israel during the term of this Agreement. 26. Prohibition on Boycotting Energy Companies Developer acknowledges that in accordance with Chapter 2276 of the Texas Government Code, 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. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Developer certifies that Developer's signature provides written verification to the City that Developer: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 27. Prohibition on Discrimination Against Firearm and Ammunition Industries Developer acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, 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. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Developer certifies that Developer's signature provides written verification to the City that Developer: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 28. Immigration and Nationality Act City of Fort Worth, Texas Page 10 of 16 Standard Community Facilities Agreement Rev. 9/21 Developer shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Developer shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Developer shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Developer employee who is not legally eligible to perform such services. DEVELOPER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY DEVELOPER, DEVELOPER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Developer, shall have the right to immediately terminate this Agreement for violations of this provision by Developer. 29. Amendment No amendment, modification, or alteration of the terms of this Agreement shall be binding unless the same is in writing, dated subsequent to the date hereof, and duly executed by the City and Developer. 30. Assignment and Successors Developer shall not assign or subcontract all or any part of its rights, privileges, or duties under this Agreement without the prior written consent of City. Any attempted assignment or subcontract without the City's prior written approval shall be void and constitute a breach of this Agreement. 31. No Third -Party Beneficiaries The provisions and conditions of this Agreement are solely for the benefit of the City and Developer, and any lawful assign or successor of Developer, and are not intended to create any rights, contractual or otherwise, to any other person or entity. 32. Compliance with Laws, Ordinances, Rules and Regulations Developer, its officers, agents, servants, employees, and contractors, shall abide by and comply with all laws, federal, state and local, including all ordinances, rules and regulations of City. It is agreed and understood that, if City calls to the attention of Developer any such violation on the part of Developer or any of its officers, agents, servants, employees, or subcontractors, then Developer shall immediately desist from and correct such violation. 33. Signature Authority The person signing this Agreement on behalf of Developer warrants that he or she has the legal authority to execute this Agreement on behalf of the Developer, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The City is fully entitled to rely on this warranty and representation in entering into this Agreement. City of Fort Worth, Texas Page 11 of 16 Standard Community Facilities Agreement Rev. 9/21 34. Counterparts This Agreement may be executed in multiple counterparts, each of which will be deemed an original, but which together will constitute one instrument. 35. Entire Agreement This written instrument, together with any attachments, exhibits, and appendices, constitutes the entire understanding between the City and Developer concerning the work to be performed hereunder, and any prior or contemporaneous, oral or written agreement that purports to vary from the terms hereof shall be void. 36. No Reimbursement by the City Neither the City nor HFC shall reimburse Developer for the cost of any of the Improvements in this Agreement. 37. Special Provisions (a) Developer shall observe and comply with all applicable local, state, and federal laws, rules, regulations, ordinances, and requirements, including, without limitation, workers' compensation laws, minimum and maximum salary and wage statues and regulations, non-discrimination laws and regulations, and those set forth in 31 CFR Part 35. Developer shall be responsible for ensuring its compliance with any laws and regulations applicable to its business, including maintaining any necessary licenses and permits. (b) Davis -Bacon prevailing wage requirements shall apply to the Project. Developer shall comply with the Davis -Bacon prevailing wage requirement and certify that they comply during quarterly reporting. Additionally, pursuant to 2 CFR 200.322, Developer should provide a preference for the purchase, acquisition, or use of goods, products or materials produced in the United States, including but not limited to, iron, aluminum, steel, cement, and other manufactured products. (c) In compliance with Section 2252.152 of the Texas Government Code, Developer warrants and represents that: neither Developer, nor any of its Affiliates, engages in scrutinized business operations in Sudan, Iran, or with designated foreign terrorist organizations. "Scrutinized business operations in Sudan" is defined in Section 2270.0052 of the Texas Government Code. "Scrutinized business operations in Iran" is defined in Section 2270.0102 of the Texas Government Code. "Scrutinized business operations with designated foreign terrorist organizations" is defined in Section 2270.0152 of the Texas Government Code. Developer further represents and warrants that neither Developer, nor any of its affiliates, appears on any of the Texas Comptroller's Scrutinized Companies Lists. [REMAINDER OF PAGE INTENTIONALLY BLANK] City of Fort Worth, Texas Page 12 of 16 Standard Community Facilities Agreement Rev. 9/21 Project Name: New Leaf Camp Bowie CFA No.: 23-0124 Items A. Water and Sewer Construction 1. Water Construction 2. Sewer Construction Water and Sewer Construction Total 36. Cost Summary Sheet City Project No.: 104970 Developer's Cost $ 130,280.74 $ 31,225.00 $ 161,505.74 B. TPW Construction 1. Street $ - 2. Storm Drain $ 279,936.50 3. Street Lights Installed by Developer $ - 4. Signals $ - TPW Construction Cost Total $ 279,936.50 Total Construction Cost (excluding the fees): $ 441,442.24 Estimated Construction Fees: C. Construction Inspection Service Fee waived D. Administrative Material Testing Service Fee waived E. Water Testing Lab Fee waived Total Estimated Construction Fees: $ - Financial Guarantee Options, choose one Amount Escrow Agreement executed by Developer in connection with $ 441,442.24 City Secretary Contract No. 59854 IPRC No.: 23-0099 City of Fort Worth, Texas Page 13 of 16 Standard Community Facilities Agreement Rev. 9/21 IN WITNESS WHEREOF, the City and Developer have each executed this Agreement by their duly authorized signatories to be effective on the date executed by the City's Assistant City Manager. CITY OF FORT WORTH DEVELOPER Pang QLr_gHdOff Dana Burghdoff (Feb 2 ,'2024 19:46 CST) New Leaf Community Services R. Ifteve Nristian (Feb 21, 2024 11:05 CST) Dana Burghdoff Steve Christian Assistant City Manager President Date: Feb 22, 2024 Date: Feb 21, 2024 Recommended by: Dwayne Hollars (Feb 21, 202411:06 CST) Dwayne Hollars Contract Compliance Specialist Development Services Approved as to Form & Legality: Contract Compliance Manager: its Thomas Royce Hansen By signing, I acknowledge that I am the person Assistant City Attorney responsible for the monitoring and administration of this contract, including M&C No. 22-0456 ensuring all performance and reporting Date: 6/ 14/22 requirements. Form 1295: —a,l^ 4� oonn FORT �G Rebecca Owen (Feb 21, 2024 11:55 CST) ATTEST: a o °.Vo Rebecca Diane Owen *=0 �a° Development Manager aa4 TEXASoa nnnnua'd�' Jannette S. Goodall City Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City of Fort Worth, Texas Page 14 of 16 Standard Community Facilities Agreement Rev. 9/21 The following attachments are incorporated into this Agreement. To the extent a conflict exists between the main body of this Agreement and the following attachments, the language in the main body of this Agreement shall be controlling. Included Attachment © Attachment 1 - Changes to Standard Community Facilities Agreement ❑ Attachment 2 — Phased CFA Provisions ❑ Attachment 3 — Concurrent CFA Provisions ® Location Map ® Exhibit A: Water Improvements ® Exhibit A-1: Sewer Improvements ❑ Exhibit B: Paving Improvements ® Exhibit B-1: Storm Drain Improvements ❑ Exhibit C: Street Lights and Signs Improvements ® Cost Estimates (Remainder of Page Intentionally Left Blank) City of Fort Worth, Texas Page 15 of 16 Standard Community Facilities Agreement Rev. 9/21 ATTACHMENT "I" Changes to Standard Community Facilities Agreement City Project No. 104970 Negotiated changes are contained in the body of the Agreement. City of Fort Worth, Texas Page 16 of 16 Standard Community Facilities Agreement Rev. 9/21 1 OWNER/DEVELOPER: NEW LEAF COMMUNITY SERVICES PO BOX 100103 FORT WORTH, TEXAS 76185 CONTACT: STEVE CHRISTIAN PHONE: 817-994-8978 THE CITY OF FORT WORTH CFA VICINITY EXHIBIT VICINITY MAP 'MIT 0 T, TI TE m CAMP BOWIE W BLVD If_ of 58 / o GU D LU E c� S w -- o z L'i Z q�0� Q z z a o CHAPIN -/// Tr'' i MAPSCO#73P COUNCIL DISTRICT #3 N.T.S. SNMOUTH CARRICK LLIFFORC ILC GFORD I I I WATER, DRAINAGE, AND SEWER IMPROVEMENTS TO SERVE NEW LEAF CAMP BOWIE CPN:104970 FoRTWORTH ENGINEER: KIMLEY-HORN AND ASSOCIATES INC. TX. REGISTRATION NO. F-928 801 CHERRY ST. UNIT 11, SUITE 1300 FORT WORTH, TEXAS 76102 CONTACT: JOHN AINSWORTH, P.E. PHONE: (817)-339-2253 CAMP BOWIE WEST BOULEVARD (A 162-FOOT WIDE RIGHT-OF-WAY) — PROPOSED 2" IRRIGATION WATER LINE PROPOSED 3" DOMESTIC WATER LINE CONNECT TO EXISTING WATER LINE _ PPROPOSED 3" DOMESTIC WATER LINE EX. 8" WATER PROPOSED 6" PUBLIC FIRELINE (X-16030) PROPOSED WATER EASEMENT- 6 W PROPOSED 8" WATtNE lIIIIIIIIIIIIIW PROPOSED WATER EASEMENT LOT B-R1-1 R BLOCK 26 PROPOSED FIRE HYDRANT �;; rrWESTERN HILLS ADDITION� SECTION NO. 4 f PROPERTY LINE PROPOSED 2" IRRIGATION METER (VOL. 388-206, PG.82) l PROPOSED 2" WATER METER PROPOSED 8" WATER LINE PROPOSED 2" WATER METER GRAPHIC SCALE IN FEET 0 30 60 120 I I I LEGEND w PROPERTY LINE EXISTING WATER LINE PROPOSED WATER LINE OWNER/DEVELOPER: NEW LEAF COMMUNITY SERVICES PO BOX 100103 FORT WORTH, TEXAS 76185 CONTACT: STEVE CHRISTIAN PHONE: 817-994-8978 PROPERTY LINE L PART OF TRACT B, BLOCK 26 WESTERN HILL ADDITION _ I _ 20' UTILITY EASEMENT (VOL. 388-51, PG. 20) I — (VOL. 388-126, PG. 84) N =W LEAF COMMUNITY SERVICES -I_ EX. 8" WATER LINE i CONNECT TO EXISTING WTER LINE (X-10371) r WATER, DRAINAGE, AND SEWER IMPROVEMENTS TO SERVE NEW LEAF CAMP BOWIE CPN:104970 EXHIBIT A - WATER IMPROVEMENTS ENGINEER: KIMLEY-HORN AND ASSOCIATES INC. TX. REGISTRATION NO. F-928 801 CHERRY ST. UNIT 11, SUITE 1300 FORT WORTH, TEXAS 76102 CONTACT: JOHN AINSWORTH, P.E. PHONE: (817)-339-2253 CONNECTTO EXISTING MANHOLE EXISTING 6" SSWR (X-10371) PART OF TRACT B, BLOCK 26 WESTERN HILL ADDITION (VOL. 388-51, PG. 20) NEW LEAF COMMUNITY SERVICES PROPOSED 8" PUBLIC SEWER ss ss ss 4 PROPERTY LINE BLOCK 26 WESTERN HILLS ADDITION SECTION NO. 4 (VOL388-13, PG.75) LEGEND PROPERTY LINE OPROPOSED SEWER MANHOLE 3s PROPOSED SANITARY SEWEF EXISTING SANITARY SEWER SANITARY SEWER EASMENT OWNER/DEVELOPER: NEW LEAF COMMUNITY SERVICES PO BOX 100103 FORT WORTH, TEXAS 76185 CONTACT: STEVE CHRISTIAN PHONE: 817-994-8978 PROPOSED 6" PRIVATE / SANITARY SEWER LINE TRANSITION FROM PUBLIC TO PRIVATE SEWER 15' SANITARY SEWER EASEMENT (VOL. 7912, PG. 1662) — ss ss ss PROPOSED MANHOLE EXISTING 6" SSWR (X-10371) GRAPHIC SCALE IN FEET !0 10 20 40 I WATER, DRAINAGE, AND SEWER IMPROVEMENTS TO SERVE NEW LEAF CAMP BOWIE CPN:104970 EXHIBIT Al -SEWER IMPROVEMENTS ENGINEER: KIMLEY-HORN AND ASSOCIATES INC. TX. REGISTRATION NO. F-928 801 CHERRY ST. UNIT 11, SUITE 1300 FORT WORTH, TEXAS 76102 CONTACT: JOHN AINSWORTH, P.E. PHONE: (817)-339-2253 �lj LOT A - 3B BLOCK 26 WESTERN HILLS ADDITION SECTION NO. 4 (VOL. 388-206, PG.82) I EX. 2'X3' RCB PROPERTY LINE (W-0449) SO°22!'L8'E 377.74' CAMP BOWIE / WEST BLVD i PROPOSED CONCRETE FLUME / / — — — — — — — — — — — — ' STORM LINE B / PROPOSED 42" STORM I / / PROPOSED 5' I / DROP INLET - LEGEND CONCRETE CHANNEL CONCRETE CHANNEL WITH BAFFLE BLOCKS RIPRAP (INSTALL RIPRAP OVER 6" BEDDING & FILTER FABRIC) GRASS/NATURAL CHANNEL PROPERTY LINE — — — — — — — PROPOSED EASEMENT EXISTING EASEMENT C PROPOSED HEADWALL PROPOSED STORM SEWER OWNER/DEVELOPER: NEW LEAF COMMUNITY SERVICES PO BOX 100103 FORT WORTH, TEXAS 76185 CONTACT: STEVE CHRISTIAN PHONE: 817-994-8978 LOT A - 3A BLOCK 26 WESTERN HILLS ADDITION SECTION NO. 4 (VOL. 388-206, PG.82) SO°22'15"E 377.7 25' PUBLIC DRAINAGE EASEMENT N i 2 — — — — — — — — — — — — W J STORM LINE B U Q g PROPOSED 48" STORM PART OF TRACT B, BLOCK 26 WESTERN HILL ADDITION (VOL. 388-51, PG. 20) GRAPHIC SCALE IN FEET 0 20 40 ��80 I WATER, DRAINAGE, AND SEWER IMPROVEMENTS TO SERVE NEW LEAF CAMP BOWIE CPN:104970 EXHIBIT B1 - STORM DRAINAGE IMPROVEMENTS ENGINEER: KIMLEY-HORN AND ASSOCIATES INC. TX. REGISTRATION NO. F-928 801 CHERRY ST. UNIT 11, SUITE 1300 FORT WORTH, TEXAS 76102 CONTACT: JOHN AINSWORTH, P.E. PHONE: (817)-339-2253 MATCH LINE SHEET 1 5 45' DRAINAGE EASEMENT (CAB. A, SL. 9653) — LOT B-R1-1 R, BLOCK 26 WESTERN HILLS ADDITION, SECTION 4 PROPOSED RIPRAP (INST.NO. D208330719) PROPOSED MAINTENANCE ACCESS RAMP PROPOSED CONCRETE CHANNEL PROPOSED PROPOSED BAFFLE BLOCKS GRASS/NATURAL — 15' UTILITY EASEMENT CHANNEL (CAB. B, SL. 1387) — 5' UTILITY EASEMENT (VOL. 388-51, PG. 20) LEGEND 0 CONCRETE CHANNEL CONCRETE CHANNEL WITH BAFFLE BLOCKS RIPRAP (INSTALL RIPRAP OVER 6" BEDDING & FILTER FABRIC) GRASS/NATURAL CHANNEL PROPERTY LINE — — — — — — — PROPOSED EASEMENT EXISTING EASEMENT C PROPOSED HEADWALL PROPOSED STORM SEWER OWNER/DEVELOPER: NEW LEAF COMMUNITY SERVICES PO BOX 100103 FORT WORTH, TEXAS 76185 CONTACT: STEVE CHRISTIAN PHONE: 817-994-8978 STORM LINE B PROP.48'STORM — PROPOSED 36' PUBLIC `I I DRAINAGE EASEMENT I LOT A - 3A — — — — -- ' BLOCK 26 STORM LINE A WESTERN PROP. 48" STORM ' HILLS ADDITION SECTION NO. 4 0 (VOL. 388-206, PG.82) / PROPOSED CONCRETE STORM LINE CHANNEL PROP. HEADWALL48" 304.03' N89°58'23"W PROPERTY LINE BLOCK 26 — STORM LINE A WESTERN HILLS ADDITION PROP. HEADWALL 30" SECTION NO. 4 — EXISTING 15' SANITARY (VOL. 388-13, PG.75) SEWER EASEMENT (PART OF TRACT B, BLOCK 26 WESTERN HILL ADDITION (VOL. 388-51, PG. 20) NE' LEAF COMMUNITY SERVICES \I GRAPHIC SCALE IN FEET 0 20 40 80 WATER, DRAINAGE, AND SEWER IMPROVEMENTS TO SERVE NEW LEAF CAMP BOWIE CPN:104970 EXHIBIT B1 - STORM DRAINAGE IMPROVEMENTS ENGINEER: KIMLEY—HORN AND ASSOCIATES INC. TX. REGISTRATION NO. F-928 801 CHERRY ST. UNIT 11, SUITE 1300 FORT WORTH, TEXAS 76102 CONTACT: JOHN AINSWORTH, P.E. PHONE: (817)-339-2253 Bid Tab DAP -PROPOSAL 1 OF 4 SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM Water, Drainage, and Sewer Improvements to Serve New Leaf Camp Bowie CPN: 104970 UNIT PRICE BID Bidder's Application Project Item Infomnation Bidder's Proposal Bidlist Item Description Specification Section No. Unit of Bid Unit Price Bid Value No. Measure Quantity UNIT I: WATER IMPROVEMENTS 1 0241.1000 Remove Conc Pvmt 0241 13 SY 135 $108.00 $14,580.00 2 3305.0109 Trench Safety 33 05 10 LF 467 $1.00 $467.00 3 3311.0001 Ductile Iron Water Fittings w/ Restraint 3311 11 TON 0.86 $8,559.00 $7,360.74 4 3311.0161 6" PVC Water Pipe 3311 12 LF 10 $80.00 $800.00 5 3311.0254 8" DIP Water, CLSM Backfill 3311 10 LF 20 $691.00 $13,820.00 6 3311.0261 8" PVC Water Pipe 3311 12 LF 447 $87.00 $38,889.00 7 3312.0001 Fire Hydrant 33 12 40 EA 1 $7,898.00 $7,898.00 8 3312.0002 Water Sampling Station 33 12 50 EA 2 $2,145.00 $4,290.00 9 3312.0117 Connection to Existing 4"-12" Water Main 33 12 25 EA 2 $3,254.00 $6,508.00 10 3312.2203 2" Water Service 33 12 10 EA 3 $1,994.00 $5,982.00 11 3312.3002 6" Gate Valve 33 12 20 EA 1 $2,440.00 $2,440.00 12 3312.3003 8" Gate Valve 33 12 20 EA 1 $3,254.00 $3,254.00 13 3471.0001 Traffic Control 3471 13 MO 1 $5,000.00 $5,000.00 14 9999.0001 8" X 2" Tapping Sleeve 99 99 99 EA 1 $4,234.00 $4,234.00 15 9999.0002 8" X 3" Tapping Sleeve 99 99 99 EA 2 $5,909.00 $11,818.00 16 9999.0003 3" PVC Domestic Service Line 99 99 99 LF 15 $132.00 $1,980.00 17 9999.0009 2" PVC Irrigation Service Line 99 99 99 LF 8 $120.00 $960.00 TOTAL UNIT I: WATER IMPROJEMENTS $130,280.74 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECT FROM VERSION MAY 22, 2019 00 42 43_Bid Proposal Bid Tab DAP -PROPOSAL 20F4 SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM Water, Drainage, and Sewer Improvements to Serve New Leaf Camp Bowie CPN: 104970 UNIT PRICE BID Bidder's Application Project Item Infomuation Bidder's Proposal Bidlist Item Description Specification Section No. Unit of Bid Unit Price Bid Value No. Measure Quantity UNIT II: SEWER IMPROVEMENTS 1 0241.2012 Remove 6" Sewer Line 0241 14 LF 126 $25.00 $3,150.00 2 3301.0002 Post -CCTV Inspection 3301 31 LF 126 $1.00 $126.00 3 3301.0101 Manhole Vacuum Testing 3301 30 EA 1 $300.00 $300.00 4 3305.0107 Manhole Adjustment, Minor 33 05 14 EA 1 $394.00 $394.00 5 3305.0109 Trench Safety 33 05 10 LF 126 $1.00 $126.00 6 3331.3201 6" Sewer Service 3331 50 EA 1 $201.00 $201.00 7 3331.3312 6" Sewer Service, Reconnection 3331 50 EA 1 $3,990.00 $3,990.00 8 3331.4115 8" Sewer Pipe 3311 10,3331 12,33 LF 126 $71.00 $8,946.00 9 3339.1001 4' Manhole 3331 50 EA 1 $13,992.00 $13,992.00 TOTAL UNIT II: SEWER IMPROVEMENTS $31,225.00 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECT FROM VERSION MAY 22, 2019 00 42 43_Bid Proposal Bid Tab DAP -PROPOSAL 30F4 SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM Water, Drainage, and Sewer Improvements to Serve New Leaf Camp Bowie CPN: 104970 UNIT PRICE BID Bidder's Application Project Item Infomuation Bidder's Proposal Bidlist Item Description Specification Section No. Unit of Bid Unit Price Bid Value No. Measure Quantity UNIT III: DRAINAGE IMPROVEMENTS 1 3137.0104 Medium Stone Riprap, dry 31 3700 SY 94 $35.00 $3,290.00 2 3292.0100 Block Sod Placement 32 92 13 SY 130 $6.00 $780.00 3 3305.0109 Trench Safety 33 05 10 LF 470 $1.00 $470.00 4 3341.3501 30" PP Pipe 3341 13 LF 11 $226.00 $2,486.00 5 3341.3501 42" PP Pipe 3341 13 LF 210 $241.00 $50,610.00 6 3341.3501 48" PP Pipe 3341 13 LF 246 $313.00 $76,998.00 7 3349.0002 5' Storm Junction Box 33 49 10 EA 2 $12,337.00 $24,674.00 8 3349.1005 30" Flared Headwall, 1 pipe 33 49 40 EA 1 $10,536.00 $10,536.00 9 3349.1011 48" Flared Headwall, 1 pipe 33 49 40 EA 1 $16,229.00 $16,229.00 10 3349.7002 5'Drop Inlet 334920 EA 1 $14,601.00 $14,601.00 11 9999.0004 Remove Conc Flume 99 99 99 SY 10 $50.00 $500.00 12 9999.0005 Conc. Flume 99 99 99 SY 15 $405.00 $6,075.00 13 9999.0006 Conc. Baffle Blocks 99 99 99 EA 6 $750.00 $4,500.00 14 9999.0007 6' Chainlink Fence 99 99 99 LF 750 $81.00 $60,750.00 15 9999.0008 TxDOT Concrete Channel Lining 99 99 99 SY 595 $12.50 $7,437.50 TOTAL UNIT III: DRAINAGE IMPROJEMENTS $279,936.50 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECT FROM VERSION MAY 22, 2019 00 42 43_Bid Proposal Bid Tab DAP -PROPOSAL 40F4 SECTION 00 42 43 Developer Awarded Projects - PROPOSAL FORM Water, Drainage, and Sewer Improvements to Serve New Leaf Camp Bowie CPN: 104970 UNIT PRICE BID Bidlist Item No. Bidder's Application Project Item Information Bidder's Proposal Description Specification Section No. Unit of Bid Unit Price Bid Value Measure Quantity Bid Summary UNIT I: WATER IMPROVEMENTS UNIT It: SEWER IMPROVEMENTS UNIT III: DRAINAGE IMPROVEMENTS This Bid is submitted by the entity named below BIDDER: Company Name: RJM Contractors, Inc. Address: 7616 Benbrook Parkway Benbrook, Texas 76126 Contractor agrees to complete WORK for FINAL ACCEPTANCE within CONTRACT commences to run as provided in the General Conditions. Total Construction Bid BY: Jared Hamm ,I^ -A' '^^ � / / a TITI. :. Assistant DAT „W2024 $130,280.74 $31,225.00 $279,936.50 $441,442.24 100 working days after the date when the CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - DEVELOPER AWARDED PROJECT FROM VERSION MAY 22, 2019 00 42 43_Bid Proposal City of Fort Worth, Texas Mayor and Council Communication DATE: 06/14/22 M&C FILE NUMBER: M&C 22-0456 LOG NAME: 19ARPA AWARDING PERMANENT SUPPORTIVE HOUSING PROJECTS SUBJECT (CD 3 and CD 8) Authorize Forgivable Loans in the Aggregate Amount of $11,641,276.00 from Federal and City Sources to Three Developers for the Development of 128 Permanent Supportive Housing Units, Authorize Execution of Related Contract and Loan Documents, Waive or Defer Certain City Fees Related to the Development of Two of the Projects, and Find a Public Purpose and that Adequate Controls are in Place RECOMMENDATION: It is recommended that the City Council: 1. Award $4,028,476.00 of HOME Investment Partnerships American Rescue Plan Program funds in the form of a forgivable loan to New Leaf Community Services or an affiliate for the development of 48 units of permanent supportive housing; 2. Award (i) $4,928,000.00 of HOME Investment Partnerships American Rescue Plan Program funds, (ii) $421,999.00 of American Rescue Plan Act, Subtitle M (State and Local Fiscal Recovery Funds) funds, and (iii) $1,262,801.00 of Directions Home capital funds to Presbyterian Night Shelter of Tarrant County or an affiliate in the form of forgivable loans for the development of 72 units of permanent supportive housing; 3. Award $1,000,000.00 of American Rescue Plan Act, Subtitle M (State and Local Fiscal Recovery Funds) funds to OPG Clifton Riverside Partners, LLC or an affiliate in the form of a forgivable loan for the development of 8 units of permanent supportive housing; 4. Authorize execution of related contract and loan documents with New Leaf Community Services, Presbyterian Night Shelter of Tarrant County and OPG Clifton Riverside Partners, LLC, or any affiliates of the same; 5. Waive or defer certain City fees related to the New Leaf Community Services and Presbyterian Night Shelter developments in the approximate amount of $400,000.00; 6. Authorize the City Manager, or his designee, to amend contracts and loan documents as necessary for completion of the projects provided any amendments are within the scope of the projects and comply with City policies and all applicable laws and regulations governing the use of federal grant funds; and 7. Find that the expenditures and waiver or deferral of City fees serves the public purpose of providing decent, safe, and affordable housing to extremely low-income residents in the City and that adequate controls are in place through the loan documents to ensure the public purpose is carried out. DISCUSSION: The purpose of this Mayor and Council Communication (M&C) is to award three projects forgivable loans funded from three funding streams: American Rescue Plan Act ("ARPA") State and Local Fiscal Recovery Funds (SLFRF), HOME Investment Partnerships American Rescue Plan Program (HOME -ARP) and Directions Home capital funds to provide a total of 128 permanent supportive housing (PSH) units. Backaround The City of Fort Worth is part of the local Continuum of Care (CoC), and one of the priorities of the CoC is to address the current level of chronic homelessness. Tarrant County Homeless Coalition (TCHC) evaluated the homelessness situation in the CoC area, which encompasses Tarrant and Parker counties, and identified strategies, resources, and the estimated number of new physical units of PSH needed. In addition to other strategies, TCHC determined one of the greatest needs is for physical units designated for the chronically homeless. On December 14, 2021, to help address this need in the City of Fort Worth, Mayor and Council approved a substantial amendment to the City's 2021-2022 Annual Action Plan for the use of $10,537,030.00 in HOME -ARP Federal Grant funds to be awarded by the United States Department of Housing and Urban Development for the purpose of funding the development of PSH (M&C No. 21-0968) through a competitive Notice of Funding Availability process ("NOFA"). The Fort Worth Housing Finance Corporation (FWHFC), which had previously set aside $5,000,000.00 for the development of PSH in the city, allocated $2,550,000.00 of the set -aside funds to be included with the HOME -ARP funds in the NOFA (Resolution No. FWHFC 2019 07). FWHFC PSH funds require a dollar for dollar match from private foundations. These funds were combined with a goal to develop 125 PSH units in the City. On March 8, 2022, the Neighborhood Services Department (NSD) released the NOFA. However, it was noted that the 125 PSH units was not sufficient to meet the City's need for PSH units. On April 12, 2022, the City Council allocated an additional $5,000,000.00 of general ARPA funds for the development of PSH units (M&C 22- 0270). This amount was included in the NOFA to be awarded for PSH development, and the unit goal increased to 165. Scoring - NSD staff and a philanthropic representative scored the six applications that were submitted. Based on scores, responsiveness to Minority/Women Business Enterprise (M/WBE) requirements, and project feasibility, three projects are being recommended by staff for funding. One project was non -responsive due to failure to meet the M/WBE requirement, and two were found to be lacking in one or more key areas of evaluation. Area of Evaluation Available Points Project Description 30 Agency Experience 15 Project Delivery/Occupancy 25 Financial 30 Capacity/Leveraging Total Score 100 # of Applicant Agency Name Project Name PSH M/WBE Status Score Units The Phan Foundation Doors of Opportunity 32 RESPONSIVE 60 New Leaf Community 8843 Camp Bowie 48 RESPONSIVE 89 Services West Presbyterian Night Journey Home 72 RESPONSIVE 88 Shelter Housing OPG Clifton Riverside Clifton Riverside 8 RESPONSIVE 83 Partners, LLC Atlantic Housing Quail Ridge 0 NON -RESPONSIVE 54 Foundation Inc. Apartments Tarrant County Permanent 60 RESPONSIVE 82 Samaritan Housing Supportive Housing for Chronically Homeless Individuals Accordingly, staff is recommending awarding 3 developments, which will create a total of 128 PSH units, forgivable loans as listed below. A second NOFA will be issued to develop at least 37 PSH units with the funds that were not allocated through the first NOFA. The total number of PSH units from both NOFAs will be at least 165. Recommended Awards The following three projects are recommended for funding: New Leaf Community Services New Leaf Community Services will create 48 new units of PSH at 8843 Camp Bowie West (CD 3). Partners in the project include L2L Development Advisors LLC. In addition to the HOME- ARP funding recommended through this M&C, staff will be recommending that an allocation of funds also be made from the FWHFC, as listed below. HOME -ARP (This M&C) $4,028,476.00 Requesting from Fort Worth Housing Finance Corporation $1,200,000.00 Foundation Matching Funds $1,200,000.00 Total NOFA Funding Allocations $6,428,476.00 Staff recommends execution of all necessary documents with New Leaf Community Services or an affiliate for a forgivable loan in the amount of $4,028,476.00 on the following terms and conditions: Loan Terms 1. Loan term to commence on execution of loan documents and terminate at the end of the 20-year Affordability Period defined in the contract. Loan will be forgiven at the end of the Affordability Period provided that borrower has complied with all of the terms of the contract and the loan documents; 2. Performance of the HOME -ARP requirements and payment of the HOME -ARP loan, if required, will be secured by a deed of trust and HOME -ARP Deed Restriction on the real property through the Affordability Period; 3. Interest rate of zero percent so long as borrower complies with all of the terms of the contract and loan documents; 4. HOME -ARP loan to be subordinate to any financing provided by Fort Worth Housing Finance Corporation. HOME -ARP loan may also be subordinated to other financing if such financing meets appropriate underwriting criteria, City policies and applicable HOME -ARP requirements; and 5. Designate HOME -ARP assisted units according to the HOME -ARP regulations with a 20-year Affordability Period. The exaenditure of HOME -ARP funds is conditioned upon the followina: 1. Satisfactory underwriting in accordance with federal guidance for use of funds and City policies for funding of PSH units; 2. All financing including any grants to be acceptable to City to show long term viability of the project; 3. Satisfactory completion of an environmental review pursuant to 24 CFR Part 58; 4. Receipt of authorization to use grant funds from HUD; and 5. Closing on all other financing for the project Presbyterian Night Shelter Presbyterian Night Shelter of Tarrant County will create 72 new units of PSH at 7600 Crowley Road (CD 8). Partners in the project include 1-21- Development Advisors LLC and Construction Advisory Specialists. In addition to the funding recommended through this M&C, staff will be recommending that an allocation of funds also be made from the FWHFC, as listed below. HOME -ARP (This M&C) $4,928,000.00 ARPA SLFRF (This M&C) $421,999.00 Directions Home Capital Funds (This M&C) $1,262,801.00 Requesting from Fort Worth Housing Finance Corporation $1,350,000.00 Foundation Matching Funds $1,350,000.00 Total NOFA Funding Allocations $9,312,800.00 Staff recommends execution of all necessary documents with Presbyterian Night Shelter of Tarrant County or an affiliate for a forgivable loan in the amount of $6,612,800.00 on the following terms and conditions: Loan Terms 1. Loan term to commence on execution of loan documents and terminate at the end of the 20-year Affordability Period defined in the contract. Loan will be forgiven at the end of the Affordability Period provided that borrower has complied with all of the terms of the contract and the loan documents; 2. Performance of the HOME -ARP, ARPA SLFRF and Directions Home requirements and payment of the HOME -ARP, general ARPA and Directions Home loans, if required, will be secured by a deed of trust and HOME -ARP, ARPA SLFRF and Directions Home Deed Restrictions on the real property through the Affordability Period; 3. Interest rate of zero percent so long as borrower complies with all of the terms of the contract and loan documents; 4. HOME -ARP, ARPA SLFRF and Directions Home loans to be subordinate to any financing provided by Fort Worth Housing Finance Corporation. HOME -ARP, ARPA SLFRF and Directions Home loans may also be subordinated to other financing if such financing meets appropriate underwriting criteria, City policies and applicable HOME -ARP, ARPA SLFRF and Directions Home requirements; and 5. Designate HOME -ARP assisted units according to the HOME -ARP regulations with a 20-year Affordability Period. The expenditure of Directions Home. aeneral ARPA and HOME -ARP funds is conditioned upon the followina: 1. Satisfactory underwriting in accordance with federal guidance for use of funds and City policies for funding of PSH units; 2. All financing including any grants to be acceptable to City to show long term viability of the project; 3. Satisfactory completion of an environmental review pursuant to 24 CFR Part 58; 4. Receipt of authorization to use grant funds from HUD; and 5. Closing on all other financing for the project There is a business equity goal of 25% for this project because part of the funding is City general funds. OPG Clifton Riverside Partners OPG Clifton Riverside Partners, LLC will create 8 units new units of PSH within a larger project at 2406 E. Belknap (CD 8). Partners in the project are Overland Property Group and Across, LLC. ARPA SLFRF (This M&C) $1,000,000.00 Staff recommends execution of all necessary documents with OPG Clifton Riverside Partners, LLC or an affiliate for a forgivable loan in the amount of $1,000,000.00 on the following terms and conditions: Loan Terms 1. Loan term to commence on execution of loan documents and terminate at the end of the 20-year Affordability Period defined in the contract. Loan will be forgiven at the end of the Affordability Period provided that borrower has complied with all of the all the terms of the contract and the loan documents; 2. Performance of the ARPA and any City requirements and payment of the ARPA loan, if required, will be secured by a deed of trust and deed restrictions on the real property through the Affordability Period; 3. Interest rate of zero percent so long as borrower complies with all of the terms of the contract and loan documents; and 4. ARPA loan to be subordinate to any financing provided by Fort Worth Housing Finance Corporation and any permanent financing. ARPA loan may also be subordinated to other financing if such financing meets appropriate underwriting criteria, City policies and applicable ARPA requirements. The expenditure of ARPA funds is conditioned upon the followina: 1. Satisfactory underwriting in accordance with federal guidance for use of ARPA funds and City policies for funding of PSH units; 2. All financing including any grants to be acceptable to City to show long term viability of the project; 3. Satisfactory completion of an environmental review pursuant to 24 CFR Part 58; and 4. Closing on all other financing for the project. By approval of this M&C, the City Council finds that the following actions are necessary to achieve the vital public purpose of providing decent, safe, and affordable housing to extremely -low-income residents: (i) providing forgivable loans to the three developments listed above for the development of PSH units in the City, and (ii) the waiver or deferral of certain related City fees for the New Leaf Community Services and Presbyterian Night Shelter developments, including all fees charged by the Development Services Department (waived), park dedication fees (conditionally deferred), and transportation impact fees, for which a variance was granted by Development Services Department, in the collective approximate amount of $400,000.00; however the actual amount could vary. New Leaf Community Presbyterian Night Services PSH Project Shelter PSH Project Park Fees (Deferred) $58,824.00 $71,543.00 Transportation Impact Fees $50,832.00 $76,248.00 (Waived) Estimate of Other Development $54,064.00 $73,929.00 Services Department fees (Waived) Total Fees Waived or Deferred $163,720.00 $221,720.00 Staff has reviewed and verified, and Council by approval of this M&C finds, that the waiver or deferral of the fees is necessary for the financial feasibility of the two identified developments. The City Council further finds that adequate controls are in place through the loan documents to ensure the public purpose is carried out. Park fees will be payable in the event the property is transferred to a for -profit entity and will no longer be operated solely as a PSH housing development. The conditional imposition of the Park fees will be secured by liens on the properties. Because of the high priority the City Council has placed on the development as PSH and the fact that the New Leaf Community Services and Presbyterian Night Shelter of Tarrant County developments will be operated on a not -for -profit basis, Development Services and Park & Recreation departments support the deferring or waiving of fees so these projects may be developed. NSD thanks and recognizes the Development Services and Park & Recreation departments for their commitment to PSH. The Director of Finance certifies that upon approval of the above recommendations, funds are available in the current operating and capital budgets, as appropriated, of the Grants Operating Federal Fund HOME -ARP and American Rescue Plan Act projects and the General Capital Projects Fund Development of PSH project. Prior to an expenditure being incurred, the Neighborhood Services Department has the responsibility of verifying the availability of funds and to ensure that only expenditures allowed under the ARPA SLFRF, HOME -ARP and Directions Home programs are charged to these funding sources. Submitted for Citv Manaaer's Office bv: Fernando Costa 6122 Oriainatina Business Unit Head: Victor Turner 8187 Additional Information Contact: Tara Perez 2235 Expedited