HomeMy WebLinkAboutContract 60950STATE OF TEXAS § CSC No. 60950
COUNTY OF TARRANT §
AMERICAN RESCUE PLAN ACT AGREEMENT BETWEEN THE CITY OF FORT
WORTH, TEXAS AND JUSTIN'S PLACE
This contract ("Contract") is made and entered into by and between the City of Fort Worth
(hereafter "City") and Justin's Place, a Texas nonprofit corporation (hereafter "Developer"). City
and Justin's Place may each be referred to individually as a "Party" and jointly as "the Parties".
The Parties state as follows:
WHEREAS, City received funds for allowable expenses from the United States
Department of the 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 funds allow governments across the country to combat the effects
of the pandemic and support impacted families and businesses to maintain vital public services —
even amid declines in revenue resulting from the crisis — and to build a strong, resilient, and
equitable recovery by making investments that support long-term growth and opportunity;
WHEREAS, Treasury Department guidance specifically notes that these SLFRF can be
deployed for a broad range of uses to address "the disproportionate.... economic impacts of the
crisis on the hardest -hit communities, populations, and households" and to provide services and
additional investments in Qualified Census Tracts;
WHEREAS, Developer proposes to use ARPA funds to build 24 deeply affordable housing
units referred to as `The Nest' (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;
WHEREAS, the City earmarked a total of $1,500,000.00 of the SLFRF to fund the Project;
and
WHEREAS, the City found that the expenditures serve the public purpose of providing
decent, safe, and affordable housing to moderate -to -low-income City residents and that the
contract and loan documents will provide adequate controls to ensure the public purpose is fulfilled
(M&C 23-0801).
OFFICIAL RECORD
ARPA SUBRECIPIENT CONTRACT CITY SECRETARY
Justin's Place -The Nest Page I FT. WORTH, Tx
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 SURF ARPA funds granted by City to Justin's Place under the terms
of this Contract.
ARPA Regulations means regulations found or referenced in 31 CFR Part 35 and Social Security
Act, Title VI-Coronavirus Relief, Fiscal Recovery, and Critical Capital Projects Funds.
Business Diversity Enterprise Ordinance or BDE means the City's Business Diversity
Ordinance, Ordinance No. 25165-10-2021, as may be amended from time to time.
Complete Documentation means the following documentation as applicable:
Attachments I and II of Exhibit "F", with supporting documentation as follows:
a. Proof of expense: invoices, service contracts, expenses based on work completed
and costs actually incurred or other documentation showing the nature of the cost
and that payment was due and paid by Justin's Place.
b. Proof of payment: cancelled checks, bank statements, or wire transfer
documentation necessary to demonstrate amounts due from and paid by Justin's
Place.
2. Other documentation: (i) final lien releases signed by the general contractor,
subrecipients, or subcontractors, if applicable; (ii) copies of all City permits and City -
issued "pass" inspections for such work; (iii) proof of contractor, subrecipients,
subcontractor and vendor eligibility as described in Section 6.7; 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.
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Completion Deadline means September 7, 2025.
Deed of Trust means the deed of trust from Justin's Place in favor of City covering the Property
and securing the indebtedness evidenced therein as well as Justin's Place'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:
Developer means Justin's Place.
Director means the Director of the Neighborhood Services Department or their designee.
Effective Date means the date of the last of the Parties to sign as indicated on the signature page.
Loan Documents means security instruments, including without limitation the Promissory Note
and Deed of Trust, or any other similar instruments evidencing, securing or guaranteeing City's
interest in the project and further evidencing, securing, or guaranteeing Justin's Place'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.
Loan means the ARPA Funds provided to Justin's Place 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.
Neighborhood Services Department means the City's Neighborhood Services Department, or
any successor department that oversees this Contract.
Plans means the plans and specifications for the Required Improvements prepared by Developer's
architect which have been delivered to and reviewed and approved by City on or before the
Effective Date, and any amendments and change orders thereto approved by City.
Promissory Note means the note in the amount of the ARPA Funds executed by Justin's Place
payable to the order of City as the same may be extended, amended, restated, supplemented or
otherwise modified from time to time. The form of the Promissory Note is attached as part of
Exhibit "E" — Loan Documents.
Property means the lot or lots 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 means all of the construction necessary to provide
deeply affordable housing units, as described in the attached Exhibit "A" - Project Summary
and Scope of Work.
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Justin's Place -The Nest Page 3
3. TERM.
3.1 Term of Contract.
The term of this Contract is 2 years beginning on the Effective Date unless earlier
terminated as provided in this Contract and subject to all provisions that survive expiration or
termination as provided in this Contract.
3.1.1 Extension of Contract.
This Contract may be extended upon Developer submitting a request for an extension in
writing at least 60 days prior to the end of the Contract term. The request for an extension shall
include the reasons for the extension and Developer's anticipated budget, construction schedule
and goals for the extended term. It is specifically understood that it is within City's sole discretion
whether to approve or deny Developer's request for an additional term. Any such extension shall
be in the form of an amendment to this Contract.
3.2 Term of Loan.
The term of the Loan shall commence on the date of the Promissory Note and terminates
at the expiration of the Access Period so long as the terms and conditions of this Contract and the
Loan Documents have been met.
4. DUTIES AND RESPONSIBILITIES OF CITY.
4.1. Provide ARPA Funds.
City shall provide up to $1,500,000.00 of ARPA Funds to Justin's Place in the form of a
deferred payment, forgivable loan under the terms and conditions of this Contract and the Loan
Documents.
4.2 City Monitor.
City will periodically monitor the activities and performance of Justin's Place and any of
their contractors, subrecipients, subcontractors or vendors throughout the term of the Contract and
the Loan. Monitoring by City will include monitoring whether Justin's Place is complying with
the ARPA Regulations and the City Requirements.
5. DEVELOPER OBLIGATIONS
5.1 Construction of Required Improvements.
Justin's Place will complete or caused to be completed the Required Improvements as
described in Exhibit "A" — Project Summary and Scope of Work in accordance with the
Plans, the schedule set forth in Exhibit "C" — Construction and Reimbursement Schedule,
and the terms and conditions of this Contract.
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5.2 Use of ARPA Funds.
5.2.1. Compliance with ARPA Regulations and Contract.
Justin's Place shall be reimbursed for eligible Project costs with ARPA Funds only if City
determines in its sole discretion that:
5.2.1.1 Costs are eligible expenditures in accordance with ARPA Regulations.
5.2.1.2 Costs are in compliance with this Contract and the Loan Documents and
are reasonable and consistent with industry norms.
5.2.1.3 Complete Documentation, as applicable, is submitted to City by Justin's
Place.
5.2.2 Budget.
Justin's Place agrees that ARPA Funds will be paid on a reimbursement basis in accordance
with Exhibit `B" — Budget and Exhibit "C" — Construction and Reimbursement Schedule.
Justin's Place may increase or decrease line item amounts in the Budget with the Director's prior
written approval, which approval shall be in the Director's sole discretion. Any such increase or
decrease in line items in the Budget shall comply with Section 5.2.1, Exhibit "A" — Project
Summary and Scope of Work, and shall not increase the total amount of ARPA Funds.
5.2.3 Change in Proiect Budget.
5.2.3.1 Justin's Place will notify City promptly of any additional funds it or any
of its subcontractors or subrecipients receive for the development or
operation of the Project, and City reserves the right to amend this
Contract in such instances to ensure compliance ARPA regulations
governing cost allocation.
5.2.3.2 Justin's Place agrees to utilize the ARPA Funds to supplement rather
than supplant funds otherwise available for the Project.
5.3 Pavment of ARPA Funds to Justin's Place and Repavment.
5.3.1 ARPA Funds will be reimbursed to Justin's Place within thirty (30) days of the
City's approval of Reimbursement Requests including submission of Complete Documentation to
City in compliance with Section 9. It is expressly agreed by the Parties that any ARPA Funds not
reimbursed to Justin's Place shall remain with City.
5.3.2 The ARPA Funds shall bear no interest and are not subject to repayment so long as
Justin's Place has complied with all City requirements, state and federal laws, all federal
regulations, including ARPA Regulations, all local ordinances, this Contract, and the Loan
Documents.
5.4 Intentionall Omitted.
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5.5 Identifv Proiect Expenses Paid with ARPA Funds.
Justin's Place agrees to keep accounts and records in such a manner that City may readily
identify and account for project expenses reimbursed with ARPA Funds. These records shall be
made available to City for audit purposes and shall be retained as required hereunder.
5.6 Acknowledgement of Citv Pavment of ARPA Funds.
Within 90 days of Completion, Justin's Place shall sign an acknowledgement that City has
paid all ARPA Funds due under this Contract, or shall deliver a document executed by an officer
of Justin's Place identifying all or any portion of the ARPA Funds that City has not been paid to
JUSTIN'S PLACE. Once City has met all of its obligations for payment of ARPA Funds
hereunder, an officer of Justin's Place shall sign an acknowledgement of same.
5.7 Security for City's Interest and Developer's Performance.
To secure City's interest in the Required Improvements and the performance of Justin's
Place's obligations hereunder, Justin's Place shall execute the Loan Documents and record the
Deed of Trust. No ARPA Funds will be paid or reimbursed until the Loan Documents are
executed and the Deed of Trust is recorded.
5.7.1 ARPA Loan Terms and Conditions.
Justin's Place will be required to:
5.7.1.1 Execute and deliver the Promissory Note and Deed of Trust along with any
other Loan Documents required by City.
5.7.1.2 Provide City with a Mortgagee's or Lender's policy of title insurance in the
amount of the Loan.
5.7.1.3 Pay all costs associated with closing the Loan.
5.7.1.4 Provide City with a copy of an estimated settlement statement from the title
company at least 1 business day before closing of the Loan.
5.7.1.5 Intentionally deleted.
5.7.1.6 The term of the Loan shall be as specified in Section 3.1
5.7.1.7 No interest shall accrue on the Loan prior to the maturity date and so long
as there is no default under this Contract or the Loan Documents.
5.7.1.8 The Loan is a forgivable, deferred payment loan. The Loan will be forgiven
provided that (i) Justin's Place provides the City with annual reports during
the Access Period (Section 8.1)and (ii) Justin's Place is not otherwise in
default of the Loan Documents.
5.7.1.9 Early repayment of the ARPA Loan shall not relieve Justin's Place of its
obligations under this Contract, the Loan Documents or the ARPA
Regulations. The Deed of Trust shall secure both repayment of the ARPA
Funds, if required, and performance by Justin's Place of its obligations
under this Contract and the Loan Documents.
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5.7.1.10 Refinancing of any senior loan, or any subordinate financing other than that
approved herein or otherwise by City, shall require the review and City's
prior written approval, which approval shall not be unreasonably
conditioned or withheld.
5.7.1.11 Default under any senior loan shall be considered a default of the Loan.
5.7.1.12 Each townhome must be sold to an Affordable Buyer.
5.7.1.13 Failure by Justin's Place to comply with this Section 5.7.1 will be an
event of default under this Contract and the Loan Documents.
5.8 ARPA Requirements Survive Transfer.
Any sale or transfer of the Property by Justin's Place during the Access Period, excluding a transfer
due to condemnation or to obtain utility services, will require City's written consent and that the
new owner or transferee assume in writing Developer's obligations under this Contract to comply
with the ARPA Requirements and the City Requirements. Failure of the new owner or transferee
to assume all of Developer's obligations under this Contract will result in termination of the
Contract and Developer must repay City in accordance with the provisions of Section 5.7.1.8
within 30 days of termination under this Section. If such sale or transfer takes place after the
termination of this Contract but before the end of the Access Period, the new owner or transferee
must assume all of Developer's obligations under this Contract that survive its termination as set
forth herein including but not limited to complying with the ARPA Requirements and City
Requirements. If the new owner or transferee does not assume Developer's surviving obligations
hereunder, then Developer must repay City in accordance with the provisions of Section 5.7.1.8
within 30 days of written notice by City or City may pursue any of its remedies under this Contract
or the Loan Documents.
6. CONSTRUCTION.
6.1. Construction Schedule.
Justin's Place 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. Justin's Place '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, Justin's Place may not change the
Construction Schedule without the Director's prior written approval, which approval shall be in
the Director's sole, 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 City final
inspection approval at the completion of construction of the Required Improvements.
6.2 Applicable Laws, Building Codes and Ordinances.
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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.
6.3 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; (ii) meet all City building codes, and
(iii) cannot deviate from the items approved more particularly described in Section 8.1 and in
Exhibit "A" — Project Summary and Scope of Work.
6.4 Property Standards During Construction.
Developer shall comply with the requirements as relates to City's property standards as
well as all applicable accessibility standards for the Required Improvements. Developer shall
comply with Section 504 requirements prescribing standards for the design, construction or
alteration of any building or facility intended to be accessible to the public or which may result in
the employment of handicapped persons therein. If applicable, Developer must submit Texas
Department of Licensing and Regulation ("TDLR") certificates for compliance with TDLR's
accessibility standards at Completion.
6.5 Lead -Based Paint Requirements.
If applicable, Developer will comply with Federal lead -based paint requirements including
lead screening in housing built prior to 1978 in accordance with 24 CFR Part 570.608 and 24 CFR
Part 35, subparts A, B, J, K, M, and R, and the Lead: Renovation, Repair and Painting Program
Final Rule, 40 CFR Part 745, in any construction and/or rehabilitation of the Required
Improvements.
6.6 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 Justin's Place or any of its subrecipients, architects, contractors,
subrecipients, 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 Justin's Place or any of their architects,
contractors, subrecipients, or subcontractors, and their respective officers, agents, employees and
lower tier subcontractors.
6.7 Contractor, Vendor, Subrecipient, and Subcontractor Requirements.
Justin's Place shall use commercially reasonable efforts to ensure that all subcontractors or
subrecipients of the ARPA funds utilized for the construction of the Required Improvements are
appropriately licensed and such licenses are maintained throughout the construction of the
Required Improvements. Justin's Place 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
government. Justin's Place understands and acknowledges that 24 CFR Part 85.35 forbids
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Justin's Place from hiring or continuing to employ any contractor, subcontractor or vendor
that is listed on the Federal Excluded Parties List System for Award Management,
www.sam.gov ("SAM"). Justin's Place 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, Justin's Place shall
immediately cause such contractor, subrecipients, subcontractor or vendor to stop work on the
Required Improvements and shall 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. Justin's
Place acknowledges that the provisions of this section pertaining to SAM shall survive the
termination of this Contract.
6.8 Furnish Complete Set of "As Built" Plans.
Justin's Place acknowledges and agrees to furnish City a complete set of "as built" plans
for the Required Improvements at completion of construction after all final approvals have been
obtained.
7. ADDITIONAL REQUIREMENTS.
Justin's Place understands and agrees to comply with all requirements of the ARPA
Regulations, including but not limited to the following:
7.7 JUSTIN'S PLACE Procurement Standards.
Justin's Place 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, Justin's Place 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, Justin's Place 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 Justin's Place 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.
7.7.2 Justin's Place shall not make any contract with parties listed on the government
wide System for Award Management, www.sam.gov ("SAM"). Justin's Place shall require by
search of SAM that all contractors paid with ARPA Funds are not listed by SAM as being
debarred, both prior to hiring and prior to submitting a Reimbursement Request which includes
invoices from any such contractor. Failure to submit such proofs of search shall be an event
of default.
7.8 Cost Principles/Cost Reasonableness.
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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.
7.9 Financial Management Standards.
Justin's Place agrees to comply with 2 CFR Part 200. Justin's Place 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.
7.10 Uniform Administrative Requirements, Cost Principles, and Audit
Requirements.
Justin's Place 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.
7.11 Compliance with FFATA and Whistleblower Protections.
Justin's Place 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.
7.12 Internal Controls.
In compliance with the requirements of 2 CFR Part 200.303, Justin's Place shall:
7.12.1 Establish and maintain effective internal controls that provide reasonable assurance
that Justin's Place 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");
7.12.2 Comply with federal statutes, regulations, and the terms and conditions of this
Contract and the Loan Documents;
7.12.3 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;
7.12.4 Take prompt action when instances of noncompliance are identified including
noncompliance identified in audit findings; and
7.12.5 Take reasonable measures to safeguard protected personally identifiable
information and other information that City designates as sensitive or Justin's Place considers
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sensitive consistent with applicable federal, state, local and tribal laws regarding privacy and
obligations of confidentiality.
7.13 Covvright and Patent Rights.
No reports, maps, or other documents produced in whole or in part under this Contract shall
be the subject of an application for copyright by or on behalf of Justin's Place or any subcontractor
or subrecipient of the ARPA Funds. City shall possess all rights to invention or discovery, as well
as rights in data which may arise as a result of Justin's Place or any subcontractor's or
subrecipient's performance under this Contract.
7.14 Terms Applicable to Contractors, Subcontractors, Subrecipients and
Vendors.
Justin's Place 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 Justin's Place which are in any way paid with ARPA Funds or who perform any work in
connection with the Project. Justin's Place 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"). Justin's
Place shall monitor the services and work performed by its contractors, subrecipients,
subcontractors and vendors on a regular basis for compliance with the Obligations. Justin's Place
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 Justin's
Place's full compliance with the terms of the Obligations and Justin's Place shall be responsible
for such compliance regardless of whether actions to fulfill the Obligations are taken by Justin's
Place or by Justin's Place's contractors, subcontractors, subrecipients, or vendors. Justin's Place
acknowledges that the provisions of this Section shall survive the earlier termination or
expiration of this Contract.
7.15 Pavment and Performance Bonds.
Justin's Place 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.
7.16 Conflict of Interest Disclosure.
In accordance with the requirements of Section 14.13.2.1 and 14.13.4, Justin's Place shall
establish conflict of interest policies for federal awards. Justin's Place shall disclose to City in
writing any potential conflict of interest.
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8. RECORD KEEPING, REPORTING AND DOCUMENTATION
REOUIREMENTS. AUDIT.
8.1 Record Keeping.
Justin's Place 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, Justin's
Place will keep or cause to be kept an accurate record of all actions taken and all funds spent, with
supporting and back-up documentation. Justin's Place will maintain all records and documentation
related to this Contract for 5 years after the termination or expiration of the Contract, whichever is
later ("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.
8.1.2 Access to Records.
City will have full access to, and the right to examine, audit, excerpt and/or transcribe any
of Justin's Place'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.
Justin's Place 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 its gives Justin's Place 45 days' notice of
such failure and Justin's Place has failed to cure such default.
8.2.1 Additional Information.
Justin's Place shall provide City with additional information as may be required to
substantiate ARPA activities and/or expenditure eligibility.
8.3 Change in Reporting Requirements and Forms.
City retains the right to change reporting requirements and forms at its reasonable
discretion. City will notify Justin's Place 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 Justin's Place 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.
Justin's Place further agrees to allow access to all pertinent materials as described herein. If such
audit reveals a questioned practice or expenditure, Justin's Place shall require that such questions
must be resolved within 15 Business Days after notice to Justin's Place of such questioned practice
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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 JUSTIN'S PLACE OR ANY SUBCONTRACTOR, SUBRECIPIENT, OR VENDOR
OF JUSTIN'S PLACE HAS FALSIFIED ANY DOCUMENTATION OR MISUSED,
MISAPPLIED OR MISAPPROPRIATED ARPA FUNDS OR SPENT ARPA FUNDS ON
ANY INELIGIBLE ACTIVITIES, JUSTIN'S PLACE AGREES TO REIMBURSE CITY
THE AMOUNT OF SUCH MONIES.
9. REIMBURSEMENT REQUIREMENTS.
Justin's Place 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 Justin's Place. By signing Attachment I, Justin's
Place 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 Justin's Place. 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 Justin's Place, which proof can be
satisfied by cancelled checks, wire transfer documentation, paid receipts or
other appropriate banking documentation.
9.3. Deadline for Submitting Reimbursement Requests.
All Reimbursement Requests along with Complete Documentation shall be submitted by
Justin's Place 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,
Justin's Place'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 OF THE COMPLETION DEADLINE.
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Justin's Place -The Nest Page 13
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 Justin's Place 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 Justin's Place submits Complete Documentation in conformance with the
requirements of this Contract, City will reimburse Justin's Place 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 90
calendar days of the execution of this Contract 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 Justin's Place 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 Justin's Place 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 Justin's Place 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
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Justin's Place -The Nest Page 14
by City, City will notify Justin's Place in writing and Justin's Place will have 15 calendar days
from the date of the written notice to submit or resubmit any such report or documentation. If
Justin's Place 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 Justin's Place within 30 days
of receipt of such notice. Justin's Place acknowledges that notwithstanding anything to the
contrary herein, City will not be required to pay any ARPA Funds to Justin's Place 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 Justin's Place's Reimbursement Requests are incomplete or otherwise
not in compliance with this Contract or ARPA Regulations as determined by City, Justin's Place
shall be in default of this Contract. City will notify Justin's Place in writing of such default and
the Justin's Place will have 15 calendar days from the date of the written notice to resubmit any
such Reimbursement Request to cure the default. If the Justin's Place fails to cure the default
within such time, Justin's Place 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 Justin's
Place 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 Justin's Place during the period that any such
Reimbursement Request is not in compliance with this Contract or the ARPA Regulations.
11.2.3 Justin's Place 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 Justin's Place to the City within 30 days of receipt of such demand.
11.2.4 Justin's Place acknowledges that notwithstanding anything to the contrary
herein, City will not be required to pay any ARPA Funds to Justin's Place 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 Justin's Place is in
default of this Contract.
11.2.5 Justin's Place acknowledges that in the event of termination under this Section
11.2, all ARPA Funds awarded but unpaid to Justin's Place pursuant to this Contract shall be
immediately forfeited and Justin's Place shall have no further right to such funds, and any ARPA
Funds already paid to Justin's Place must be repaid to City by Justin's Place 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.
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Justin's Place -The Nest Page 15
11.3 Failure to Maintain or Submit Required Reports and Documentation
During Access Period.
If Justin's Place 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
Justin's Place in writing and Justin's Place 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 Justin's Place 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 Justin's Place must be repaid to City within 30 days of termination under this
Section, or at City's election Justin's Place 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 Justin's Place acknowledges that subject to Sections 11.1, 11.2 and 11.3, and
unless specifically provided otherwise in this Contract, Justin's Place shall be in default if Justin's
Place 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 Justin's Place 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 Justin's Place's, time to cure, (ii) terminate this Contract
effective immediately upon written notice of such intent to Justin's Place , or (iii) pursue any other
legal remedies available to City.
11.4.2 Justin's Place acknowledges that City's remedies include but are not limited to:
11.4.2.1 Direct Justin's Place, 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 Justin's Place, 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 Justin's Place, in City's sole discretion to reimburse City in
the amount of ARPA Funds.
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Justin's Place -The Nest Page 16
11.4.2.6 Suspend reimbursement of ARPA Funds for affected activities.
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 Justin's Place acknowledges that in the event of termination under this Section
11.4, all ARPA Funds awarded but unpaid shall be immediately rescinded and Justin's Place shall
have no further right to such funds and any ARPA Funds already paid to Justin's Place must be
repaid by Justin's Place 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.
Justin's Place acknowledges and agrees that no ARPA Funds will be paid to Justin's Place
until all defaults are cured to City's satisfaction.
11.6 No Compensation After Date of Termination.
Justin's Place acknowledges that in the event of termination, Justin's Place shall not receive
any ARPA Funds in compensation for work undertaken after the date of termination.
11.7 Rights of Citv Not Affected.
Justin's Place acknowledges that termination shall not affect or terminate any of the
existing rights of City against Justin's Place, 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 Justin's
Place 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 Justin's Place 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.
Justin's Place 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 Justin's Place 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
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Justin's Place -The Nest Page 17
periods. In the event City terminates this Contract for cause, all ARPA Funds awarded but unpaid
to Justin's Place pursuant to this Contract shall be immediately rescinded and Justin's Place shall
have no further right to such funds and any ARPA Funds already paid to Justin's Place must be
repaid to City by Justin's Place 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
JUSTIN'S PLACE NOR ANY AFFILIATES OF JUSTIN'S PLACE 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 Justin's Place 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 Justin's Place prior to the effective
date of termination under this section 11.10.2, Justin's Place shall repay any and all ARPA Funds
provided by City to Justin's Place within 30 days of the date of termination. Failure to repay the
ARPA Funds may result in the City taking legal action against Justin's Place.
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 Justin's Place 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 Justin's Place 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 Justin's Place prior to the effective date
of termination under this section 11.11.2, Justin's Place shall repay any and all ARPA Funds
provided by City to Justin's Place within 30 days of the date of termination. Failure to repay the
ARPA Funds may result in the City taking legal action against Justin's Place.
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 Justin's Place 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.
ARPA SUBRECIPIENT CONTRACT
Justin's Place -The Nest Page 18
11.14 Intentionally Omitted.
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 Justin's Place 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 JUSTIN'S PLACE Terminates Contract.
In the event Justin's Place 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 JUSTIN'S PLACE 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, Justin's Place agrees it will
reimburse City for the full amount of such repayment within thirty days of such notice.
13. MATERIAL OWNERSHIP CHANGE.
Justin's Place acknowledges that if Justin's Place materially changes after the date of this
Contract, City may, but is not obligated to, terminate this Contract. Justin's Place acknowledges
that City has 30 days to make such determination after receipt of notice from Justin's Place, and
failure to make such determination in that time period will constitute a waiver. Justin's Place
acknowledges that in the event of termination under this Section 13, all ARPA Funds awarded but
not yet paid to Justin's Place pursuant to this Contract shall be immediately rescinded and Justin's
Place shall have no further right to such funds, and any ARPA Funds already paid to Justin's Place
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 Justin's Place an Independent Contractor.
Justin's Place shall operate hereunder as an independent contractor and not as an officer,
agent, servant or employee of City. Justin's Place 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, clients, licensees or invitees.
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Justin's Place -The Nest Page 19
14.2 Doctrine of Resvondeat Superior.
Justin's Place acknowledges that the doctrine of respondeat superior shall not apply as
between City or Justin's Place, any officers, members, agents, servants, employees, contractors,
subrecipients, subcontractors, vendors, tenants, licensees or invitees. Justin's Place agrees that
nothing herein shall be construed as the creation of a partnership or joint enterprise between City
or Justin's Place. It is further understood that City shall in no way be considered a Co -employer
or a Joint employer of Justin's Place or any officers, agents, servants, employees, subrecipients, or
subcontractor of Justin's Place. Neither Justin's Place, nor any officers, agents, servants,
employees, subrecipients, or subcontractor of Justin's Place shall be entitled to any employment
benefits from City. Justin's Place 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 Justin's Place, its officers, members, agents, employees, contractors,
subrecipients, subcontractors, vendors, licensees or invitees.
14.3 Justin's Place's Property.
City shall under no circumstances be responsible for any property belonging to Justin's
Place , its officers, members, agents, employees, contractors, subrecipients, subcontractors,
vendors, tenants, clients, licensees or invitees that may be lost, stolen or destroyed or in any way
damaged and JUSTIN'S PLACE 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 Intentionally 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
Project and all provisions related to events of default and remedies in the event of a default are
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Justin's Place -The Nest Page 20
essential to this 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 Only, No Legal Significance; Number
and Gender.
The paragraph headings contained herein are for convenience in reference to this Contract
and are not intended to define or to limit the scope of any provision of this Contract. When context
requires, singular nouns and pronouns include the plural and the masculine gender shall be deemed
to include the feminine or neuter and the neuter gender to include the masculine and feminine.
The words "include" and "including" whenever used herein shall be deemed to be followed by the
words "without limitation".
14.10 Compliance With All Applicable Laws and Regulations.
Justin's Place 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 Access 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 US 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) ("URA")
➢ Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. Sections 794 et seq.) and 24
CFR Part 8 where applicable
➢ National Environmental Policy Act of 1969, as amended, 42 U.S.C. sections 4321 et
seq. ("NEPA") and the related authorities listed in 24 CFR Part 58.
➢ The Clean Air Act, as amended, (42 U.S.C. Sections 1251 et seq.) and the Clean Water
Act of 1977, as amended (33 U.S.C. Sections 1251 et seq.) and the related Executive
Order 11738 and Environmental Protection Agency Regulations at 40 CFR Part 15. In
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Justin's Place -The Nest Page 21
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.
Justin's Place, 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. Justin's Place 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 Justin's Place permit its
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Justin's Place -The Nest Page 22
officers, members, agents, employees, vendors, subcontractors or subrecipients, or project
participants to engage in such discrimination.
Justin's Place 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 Justin's Place hereby covenants and agrees that Justin's Place 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.
Justin's Place acknowledges that during the performance of this Contract Justin's Place
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:
f 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. f Contractor'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.
f Contractor's, Subcontractor's or Vendor's Name] agrees to post in conspicuous places,
available to employees and applicants for employment, notices setting forth the provisions
of this nondiscrimination clause.
f Contractor's, Subcontractor's or Vendor's Name] will, in all solicitations or
advertisements for employees placed by or on behalf of f Contractor's, Subcontractor's or
Vendor's Name], state that all qualified applicants will receive consideration for
employment without regard to race, color, sex, gender, religion, national origin, familial
status, disability or perceived disability, sexual orientation, gender identity, gender
expression or transgender.
f Contractor's, Subcontractor's or Vendor's 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,
ARPA SUBRECIPIENT CONTRACT
Justin's Place -The Nest Page 23
discriminate against persons because of their age or because of any disability or perceived
disability, except on the basis of a bona fide occupational qualification, retirement plan or
statutory requirement.
f Contractor's. Subcontractor's or Vendor's Name] further covenants that neither it nor its
officers, members, agents, employees, contractors, or persons acting on their behalf, shall
specify, in solicitations or advertisements for employees to work on this Contract, a
maximum age limit for such employment unless the specified maximum age limit is based
upon a bona fide occupational qualification, retirement plan or statutory requirement.
14.12.3 JUSTIN'S PLACE IS Contractors and the ADA.
In accordance with the provisions of the Americans With Disabilities Act of 1990
("ADA"), Justin's Place 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 Justin's Place. JUSTIN'S
PLACE 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 Justin's Place Safeguards.
Justin's Place 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. JUSTIN'S PLACE 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.
JUSTIN'S PLACE acknowledges that no persons who is an employee, agent, consultant,
officer or elected official or appointed officials of City, or Justin's Place 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.
ARPA SUBRECIPIENT CONTRACT
Justin's Place -The Nest Page 24
14.13.3 Disclosure of Conflicts of Interest.
In compliance with 2 CFR Part 200.112, Justin's Place 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.
Justin's Place 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, Justin's Place 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, Justin's Place 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. Justin's Place 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. Justin's Place 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 Justin's Place 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 Justin's Place of its obligation, if any, to require payment of the
higher wage. Justin's Place 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, Justin's Place 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, Justin's Place
shall 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. Justin's
Place shall inform its contractors, subrecipients, and subcontractors that City staff and/or Federal
ARPA SUBRECIPIENT CONTRACT
Justin's Place -The Nest Page 25
agencies may conduct periodic employee wage interview visits during the construction of the
Required Improvements to ensure compliance.
14.15 Other Laws.
Failure to list any federal, state or City ordinance, law or regulation that is applicable to
Justin's Place does not excuse or relieve Justin's Place from the requirements or responsibilities
in regard to following the law, nor from the consequences or penalties for Justin's Place' failure
to follow the law, if applicable.
14.16 Intentionallv Omitted.
14.17 Assignment.
14.17.1 Justin's Place 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 Justin's Place 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 Justin's
Place , 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 Justin's Place and any vendor contracts arising out of the operation of the
project, and (iv) contracts between Justin's Place and any third party contracts to be paid with
ARPA Funds, prior to any charges being incurred.
14.19 Force Maieure.
If Justin's Place becomes unable, either in whole or part, to fulfill its obligations under
this Contract due to acts of God, strikes, lockouts, or other industrial disturbances, acts of public
enemies, wars, blockades, insurrections, riots, 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 Justin's Place'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. Justin's Place
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 Justin's Place obligation regardless of the extent of any existing Force Majeure
Event. Justin's Place 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
ARPA SUBRECIPIENT CONTRACT
Justin's Place -The Nest Page 26
obligations, reporting requirements, the City Requirements, auditing, monitoring, record keeping
and reports, City ordinances, the provisions of Section 6.7 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 of this Contract, or
(ii) 5 years after the expiration of the Contract Term, and shall be enforceable by City against
Justin's Place .
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 RELEASE.
JUSTIN'S PLACE 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 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 JUSTIN'S PLACE 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
ARPA SUBRECIPIENT CONTRACT
Justin's Place -The Nest Page 27
WILLFUL MISCONDUCT. JUSTIN'S PLACE 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 JUSTIN'S
PLACE , 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 JUSTIN'S PLACE
AND CITY, THAT THE INDEMNITY PROVIDED FOR IN THIS SECTION INCLUDES
INDEMNITY BY JUSTIN'S PLACE 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.
JUSTIN'S PLACE AGREES TO AND SHALL RELEASE CITY, ITS AGENTS,
EMPLOYEES, OFFICERS AND LEGAL REPRESENTATIVES FROM ALL LIABILITY
FOR INJURY, DEATH, DAMAGE OR LOSS TO PERSONS OR PROPERTY
SUSTAINED IN CONNECTION WITH OR INCIDENTAL TO PERFORMANCE UNDER
THIS CONTRACT, EVEN IF THE INJURY, DEATH, DAMAGE OR LOSS IS CAUSED
BY CITY'S SOLE OR CONCURRENT NEGLIGNECE, BUT NOT THE CITY'S GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT.
JUSTIN'S PLACE 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 JUSTIN'S PLACE.
If Justin's Place 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, Justin's Place 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.
ARPA SUBRECIPIENT CONTRACT
Justin's Place -The Nest Page 28
17. INSURANCE AND BONDING.
Justin's Place will maintain blanket fidelity coverage in the form of insurance or bond in
the amount of $1,500,000.00 to insure against loss from the fraud, theft or dishonesty of any of
JUSTIN'S PLACE '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.
Justin's Place shall furnish to City, in a timely manner, but not later than the Effective Date,
certificates of insurance as proof that it has secured and paid for policies of commercial insurance
as specified herein. Further, if City has not received such certificates as set forth herein, Justin's
Place 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. Justin's
Place shall maintain, or require its general contractor to maintain, the following coverages and
limits thereof:
Commercial General Liabilitv (CGL) Insurance
$1,000,000 each occurrence
$2,000,000 aggregate limit
Non -Profit Organization Liabilitv or Directors & Officers Liabilitv (if applicable)
$1,000,000 Each Occurrence
$1,000,000 Annual Aggregate Limit
Business Automobile Liabilitv Insurance
$1,000,000 each accident on a combined single -limit basis
$1,000,000 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 Justin's Place '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. Justin's Place or
ARPA SUBRECIPIENT CONTRACT
Justin's Place -The Nest Page 29
its contractors shall maintain coverages, if applicable. In the event the respective
contractors do not maintain coverage, Justin's Place 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 Justin's Place shall revise such amounts within 30 days
following notice to Justin's Place of such requirements.
Justin's Place must submit to City documentation that its general contractor, have obtained
insurance coverage and have executed bonds as required in this Contract prior to payment of any
monies provided hereunder.
Justin's Place 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 Justin's Place's insurance policies shall be licensed to do business in the state of Texas
by the Department of Insurance or be otherwise eligible and authorized to do business in the state
of Texas. Insurers shall be acceptable to City insofar as their financial strength and solvency and
each such company shall have a current minimum A.M. Best Key Rating Guide rating of A: VII
or other equivalent insurance industry standard rating otherwise approved by City.
Deductible limits on 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.
Justin's Place 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 Justin's Place with certificate(s) of insurance documenting such coverage.
Also, Justin's Place 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.
Justin's Place shall maintain builders risk insurance at the value of the construction.
ARPA SUBRECIPIENT CONTRACT
Justin's Place -The Nest Page 30
18. CERTIFICATION REGARDING LOBBYING.
that:
The undersigned for Justin's Place 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
Justin's Place, 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, Justin's Place 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.
Justin's Place 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 Explicitly Religious Activities.
Justin's Place 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 Justin's Place engages in explicitly religious activities (including activities that involve
overt religious content such as worship, religious instruction, or proselytization), the explicitly
ARPA SUBRECIPIENT CONTRACT
Justin's Place -The Nest Page 31
religious activities must be offered separately, in time or location, from the programs or activities
supported by ARPA Funds.
20. LITIGATION AND CLAIMS.
Justin's Place shall give City immediate notice in writing of any action, including any
proceeding before an administrative agency, filed against Justin's Place or any subcontractors,
vendors, and subrecipients in conjunction with this Contract or the project generally. Justin's Place
shall furnish immediately to City copies of all pertinent papers received by Justin's Place, with
respect to such action or claim. Justin's Place 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; or (iii) other commercially
reasonable manner; and addressed to the other Party at the address set out below or at such other
address as the receiving Party designates by proper notice to the sending Party.
City:
Neighborhood Services Department
200 Texas Street
Fort Worth, TX 76102
Attention: Chad LaRoque
Telephone: 817-3 92-2661
Copy to:
City Attorney's Office
200 Texas Street
Fort Worth, TX 76102
Attention: Leslie L. Hunt
Telephone: 817-3 92-625 9
JUSTIN'S PLACE:
Justin's Place
5049 Edwards Ranch Rd, Floor 4
Fort Worth, TX 76109
Attention: Donna Floyd, Executive Director
Telephone: (817) 235-1829
22. JUSTIN'S PLACE HAS LEGAL AUTHORITY TO ENTER INTO CONTRACT.
Justin's Place 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.
ARPA SUBRECIPIENT CONTRACT
Justin's Place -The Nest Page 32
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 Justin's Place has less than ten employees, this contract is for less than $100,000, or
Justin's Place does not meet the definition of a "company" under the applicable section of the
Texas Government Code, this provision shall not apply. Justin's Place 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, Justin's Place certifies that Justin's Place's signature provides written verification to the
City that Justin's Place: (1) does not boycott Israel; and (2) will not boycott Israel during the term
of the contract.
26. IMMIGRATION NATIONALITY ACT.
Justin's Place 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, Justin's Place shall provide City with copies of all I-9 forms
and supporting eligibility documentation for each employee who performs work under this
Contract. Justin's Place 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 Justin's Place employee who
is not legally eligible to perform such services. TO THE EXTENT PERMITTED BY
APPLICABLE LAW, JUSTIN'S PLACE SHALL INDEMNIFY CITY AND HOLD CITY
HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO
VIOLATIONS OF THIS PARAGRAPH BY JUSTIN'S PLACE, JUSTIN'S PLACE'
EMPLOYEES, SUBCONTRACTORS, SUBRECIPIENTS, AGENTS, OR LICENSEES.
City, upon written notice to Justin's Place, shall have the right to immediately terminate this
Contract for violations of this provision by Justin's Place.
27. PROHIBITION ON BOYCOTTING ENERGY COMPANIES.
Justin's Place 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.,
ARPA SUBRECIPIENT CONTRACT
Justin's Place -The Nest Page 33
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, Justin's Place certifies that Justin's Place 's signature provides
written verification to the City that Justin's Place: (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.
Justin's Place 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,
Justin's Place certifies that Justin's Place 's signature provides written verification to the City that
Justin's Place: (1) does not have a practice, policy, guidance, or directive that discriminates against
a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity
or firearm trade association during the term of this Contract.
29. ELECTRONIC SIGNATURES.
This Contract may be executed by electronic signature, which will be considered as an
original signature for all purposes and have the same force and effect as an original signature. For
these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g.
via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted
via software such as Adobe Sign.
[SIGNATURES APPEAR ON NEXT PAGE]
ARPA SUBRECIPIENT CONTRACT
Justin's Place -The Nest Page 34
IN WITNESS WHEREOF, the Parties have executed 3 duplicate originals of this
Contract to be effective as of the Effective Date.
City:
By:
Name: Fernando Costa
Title: Assistant City Manager
Date: Mar 25, 2024
Justin's Place:
By: Donna Floyd (Mar 3, 202414:01 CDT)
Name: Donna Floyd
Title: Executive Director
Date: M a r 13, 2024
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended:
Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
Uu
of this contract, including ensuring all
By:
performance and reporting requirements.
Name: Victor T. Turner
Title: Director, Neighborhood Services
Department
,�� 24-
By: Chad Lagoque(Mar 21,20240853 CDT)
Name: Chad LaRoque
Approved as to Form and Legality:
Title: Housing Development and Grants
Manager
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City Secretary: ��� �eoo
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Name: Leslie L. Hunt
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Title: Senior Assistant City Attorney
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By:
Contract Authorization:
Name: Jannette S. Goodall
M&C: M&C 23-0801
Title: City Secretary
OFFICIAL RECORD
ARPA SUBRECIPIENT CONTRACT CITY SECRETARY
Justin's Place -The Nest Page 35 FT. WORTH, TX
EXHIBITS:
Exhibit "A" — Project Summary and Scope of Work
Exhibit "B" — Budget
Exhibit "C" — Construction and Reimbursement Schedule
Exhibit "D" — Audit Requirements (Not Applicable)
Exhibit "E" — Loan Documents
Exhibit "F" — Reimbursement Forms - Attachments I&II
Exhibit "G" — Documentation of ARPA Requirements
Exhibit "H — Standards for Complete Documentation
ARPA SUBRECIPIENT CONTRACT
Justin's Place -The Nest Page 36
EXHIBIT "A"
PROGRAM SUMMARY
Justin's Place, The Nest
Date of Execution by City to [Date here] $1,500,000.00
PERIOD AMOUNT
PROGRAM: Justin's Place is a 501(c)(3) non-profit organization focused on the eradication of
generational poverty in the lives of single mothers and children in Fort Worth, Texas. Justin's
Place seeks to impact the lives of children by empowering mothers to grow mentally, physically,
and spiritually so that they may live a life free of crisis and walk out of generational poverty.
Justin's Place will own and operate The Nest restorative community for single mothers and their
families providing up to 12 duplexes/24 units of transitional housing.
The Nest will provide a transitional housing unit to each of its families led by a single mother.
Each mother will have the opportunity to focus on career development as she works toward self-
reliance for up to two years. With that in mind, mothers are strongly encouraged to be in school
and/or working full-time within three months of entering the program. Thirty percent of each
mother's income is applied toward rent and utilities to help her prepare for the transition into
market -rate housing. Each mother will be continually engaged in financial literacy training
through classroom instruction and one-on-one financial coaching. They are encouraged to
develop healthy financial habits, including saving for the future, so that those funds can be used
for the purchase of an asset such as a home or post -secondary education for herself or her
children.
The Nest will be located at 7.6 acre property located between the 600 and 800 block of Sycamore
School Road in Council District 8. The land was donated to Justin's Place in 2019 and zoned
Planned Development, Low Density, Multifamily in October 2020. The land development phase
of the project is fully -funded through local foundations and private donors was completed in
March 2024. The project is projected to be complete in November 2024 with the first residents
moving in December 2024.
The total project cost is $9,450,000. Funding sources to support the project include foundation
awards, private donations, and a matching ARPA award through Tarrant count of $1,500,000. The
$1,500,000 City of Fort Worth ARPA funds will be used by Justin's Place to reimburse costs
during the construction phase of The Nest.
Agency's office is located at 5049 Edward Ranch Road Fort Worth, Texas 76109. Program
services will be delivered on -site at The Nest.
PROGRAM GOALS:
The program will provide transitional housing and case management for each of its program
participants for up to two years as they work toward self-reliance.
ARPA CONTRACT 2024 1 Exhibits
Justin's Place: The Nest
EXHIBIT `B"
BUDGET
JUSTIN'S PLACE
SOURCES AND USES
The Nest
Sources of Funds Total Project
Budget
(Vantage Bank Construction Bridge Loan * $3, 000, 000)
Tarrant County ARPA Funding $1,500,000
City of Fort Worth ARPA $1,500,000
Private Capital $6,850,000
Total Sources of Funds $9,850,000
*ARPA funds to reimburse
Uses of Funds
Total Project
Budget
Land Acquisition & Development
$3,189,000
Soft Costs
$1,679,000
Hard Costs
$4,982,000
Total Uses of Funds
$9,850,000
ARPA CONTRACT 2024 1 Exhibits
Justin's Place: The Nest
EXHIBIT "C"
CONSTRUCTION AND REIMBURSEMENT SCHEDULE
JUSTIN'S PLACE
Activity
ARPA Funds
Total Costs for Justin's Place, The Nest
$1,500,000.00
JA
• Contract signed
PHASE I COMPLETED
• Procurement for Architectural &
by:
Engineering*
09/01/2022
• Architectural & Engineering Fees
*Contractor/subcontractor/vendor searches
$0.00
under the Federal System for Award
Management (www.sam.,aov) must be
submitted prior to any reimbursement under
the Phase.
Construction of The Nest:
• Procurement for Construction
PHASE II
Contractor*
• Construction Costs
COMPLETED BY:
. 100% Completion of Project
$1,450,000.00
03/15/2025
*Contractor/subcontractor/vendor searches
under the Federal System for Award
Management (www.sam.2ov) must be
submitted prior to any reimbursement under
the Phase.
PHASE III
Completion/Close Out of The Nest:
FINAL PAYMENT
• Punch List/Final Inspections by
COMPLETED BY:
Neighborhood Services
$50,000.00
09/07/2025
Department Inspectors
• Rehabilitation Completed
TOTAL ARPA FUNDS
$1,500,000.00
ARPA CONTRACT 2024 1 Exhibits
Justin's Place: The Nest
EXHIBIT "W
AUDIT REQUIREMENTS
(NOT APPLICABLE)
ARPA CONTRACT 2024 1 Exhibits
Justin's Place: The Nest
EXHIBIT "E"
LOAN DOCUMENTS
[to be added]
ARPA CONTRACT 2024 1 Exhibits
Justin's Place: The Nest
EXHIBIT "E"
LOAN DOCUMENTS
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL
PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE
FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS
AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN
THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR
DRIVER'S LICENSE NUMBER.
Deed of Trust
Security Agreement - Financing Statement
ARPA Funds
Terms
Date:
Grantor: Justin's Place, a Texas nonprofit corporation
Grantor's Mailing Address:
Justin's Place
5049 Edwards Ranch Rd, Floor 4
Fort Worth, TX 76109
Attention: Donna Floyd, Executive Director
Trustee: Leslie L. Hunt or Denis McElroy
Trustee's Mailing Address:
City Attorney's Office
City of Fort Worth
200 Texas St.
Fort Worth, TX 76102
Tarrant County
Lender: The City of Fort Worth, a Home Rule Municipal Corporation
Lender's Mailing Address:
City of Fort Worth
Neighborhood Services Department
Attention: Assistant Director
200 Texas Street
Fort Worth, Texas 76102
Tarrant County
Loan Authority:
The loan evidenced by this Deed of Trust (the "Loan") is being made pursuant to
grant monies from the United States Department of the Treasury ("Treasury")
under Section 603(c)(1)(A) of Title VI of the Social Security Act with Non -
DEED OF TRUST — ARPA FUNDS Page 1
Justin's Place I The Nest
Revenue Recovery Funds for the construction of no less than 12 duplexes/24 units
of transitional housing, as more fully described in City Secretary Contract No.
60950 between Grantor and Lender (the "Contract").
Capitalized terms not defined herein shall have meanings assigned to them in the
Contract.
Obligations
Note
Date:
Original Principal Amount: $1,500,000.00
Borrower: Justin's Place, a Texas nonprofit corporation.
Lender: The City of Fort Worth
Terms of Payment: As provided in the Note
Maturity Date: As described therein and in the Contract
In addition, Obligations shall include compliance by Grantor with the ARPA
requirements more particularly described in Section F. below.
Loan Documents
The term Loan Documents as used herein includes the Contract, the Note, this
Deed of Trust, and any other instrument evidencing or securing the Loan
(collectively, the "Loan Documents").
Property (including any improvements):
As more particularly described in Exhibit "A" attached hereto and incorporated
herein for all purposes,
Together with the following personal property to the extent owned by Grantor:
All fixtures, supplies, building materials, and other goods of every nature
now or hereafter located, used, or intended to be located or used on the
Property;
All plans and specifications for development of or construction of
improvements on the Property;
All contracts and subcontracts relating to the construction of improvements
on the Property;
All accounts, contract rights, instruments, documents, general intangibles,
and chattel paper arising from or by virtue of any transactions relating to
the Property;
All permits, licenses, franchises, certificates, and other rights and privileges
obtained in connection with the Property;
All proceeds payable or to be payable under each policy of insurance
relating to the Property; and
All products and proceeds of the foregoing.
DEED OF TRUST — ARPA FUNDS Page 2
Justin's Place I The Nest
Notwithstanding any other provision in this Deed of Trust, the term "Property" does
not include personal effects used primarily for personal, family, or household
purposes.
In addition to creating a deed -of -trust lien on the Property described, Grantor also
grants to Lender a security interest in all of the above -described personal property
pursuant to and to the extent permitted by the Texas Uniform Commercial Code.
Other Exceptions to Conveyance and Warranty:
Validly existing easements, rights of way, and prescriptive rights, whether of record
or not; all presently recorded and validly existing restrictions, reservations,
covenants, conditions, oil and gas leases, mineral interests, and water interest
outstanding in persons other than Grantor, and other instruments, other than
conveyances of the surface fee estate, that affect the Property; validly existing rights
of adjoining owners in any walls and fences situated on a common boundary; any
discrepancies, conflicts or shortages in area or boundary lines; any encroachments
or overlapping of improvements.
For value received and to secure performance of the Obligations, Grantor conveys
the Property to Trustee in trust. Grantor warrants and agrees to defend the title to the
Property, subject to the Other Exceptions to Conveyance and Warranty. On performance
of the Obligations including payment of the Loan and all other amounts secured by this
Deed of Trust if required and performance of the requirements of the ARPA Program, this
Deed of Trust will have no further effect, and Lender will release it at Grantor's expense.
Clauses and Covenants
A. Grantor's Obligations
Grantor agrees to-
1. keep the Property in good condition and repair;
2. pay all taxes and assessments on the Property before delinquency, and not
authorize a taxing entity to transfer its tax lien on the Property to anyone other than Lender;
3. defend title to the Property subject to the Other Exceptions to Conveyance
and Warranty and preserve the lien's priority as it is established in this Deed of Trust;
4. obey all laws, ordinances, and restrictive covenants applicable to the
Property;
DEED OF TRUST — ARPA FUNDS Page 3
Justin's Place I The Nest
5. maintain all insurance coverages with respect to the Property, revenues
generated by the Property, and operations on the Property that Lender reasonably requires
("Required Insurance Coverages"), issued by insurers and written on policy forms
acceptable to Lender, and deliver evidence of the Required Insurance Coverages in a form
acceptable to Lender at least 10 days before the expiration of the Required Insurance
Coverages.
6. keep any buildings occupied as required by the Required Insurance
Coverages;
7. if the lien of this Deed of Trust is not a first lien, pay or cause to be paid all
prior lien notes pursuant to their respective terms and abide by or cause to be abided by all
prior lien instruments; and
notify Lender in writing of any change of address.
Grantor agrees not to -
I. do or intentionally or knowingly permit anything to be done that will impair
the security of this Deed of Trust.
B. Lender's Rights
1. Lender or Lender's mortgage servicer may appoint in writing a substitute
trustee, succeeding to all rights and responsibilities of Trustee.
2. If the proceeds of the Loan are used to pay any debt secured by prior liens,
Lender is subrogated to all the rights and liens of the holders of any debt so paid.
3. Notwithstanding the terms of the Note to the contrary, and unless applicable
law prohibits, all payments received by Lender from Grantor with respect to the
Obligations or this Deed of Trust may, at Lender's discretion, be applied first to amounts
payable under this Deed of Trust and then to amounts due and payable to Lender with
respect to the Obligations, to be applied to late charges, principal, or interest in the order
Lender in its discretion determines.
4. If Grantor fails to perform any of Grantor's Obligations under this Deed of
Trust, subject to prior written notice and cure period, Lender may perform those obligations
and be reimbursed by Grantor on demand for any amounts so paid, including reasonable
attorney's fees, plus interest on those amounts from the dates of payment at the rate stated
in the Note for matured, unpaid amounts. The amount to be reimbursed will be secured by
this Deed of Trust.
5. If there is a default on the Obligations or if Grantor fails to perform any of
Grantor's Obligations under this Deed of Trust and the default continues after any required
notice of the default and the time allowed to cure, Lender may -
DEED OF TRUST — ARPA FUNDS Page 4
Justin's Place I The Nest
a. declare any unpaid principal balance and any earned interest on the
Obligations immediately due;
b. exercise Lender's rights with respect to rent under the Texas Property Code
as then in effect;
c. direct Trustee to foreclose this lien, in which case Lender or Lender's agent
will cause notice of the foreclosure sale to be given as provided by the Texas
Property Code as then in effect; and
d. purchase the Property at any foreclosure sale by offering the highest bid and
then have the bid credited on the Obligations.
6. Lender may remedy any default without waiving it and may waive any
default without waiving any prior or subsequent default.
7. If Grantor fails to perform any of its obligations, covenants, or agreements
under the Contract or this Deed of Trust, Lender may do any act it deems reasonably
necessary to cure such failure. During an event of default, Lender may enter the Premises
with or without notice and do anything that Lender reasonably deems necessary or prudent
to do.
8. If Lender elects to make any payments or do any act or thing required to be
paid or done by Grantor under the Loan documents, any sums advanced by Lender are a
part of the Obligations.
C. Trustee's Rights and Duties
If directed by Lender to foreclose this lien, Trustee will -
I. either personally or by agent give notice of the foreclosure sale as required
by the Texas Property Code as then in effect;
2. sell and convey all or part of the Property "AS IS" to the highest bidder for
cash with a general warranty binding Grantor, subject to the Prior Lien and to the Other
Exceptions to Conveyance and Warranty and without representation or warranty, express
or implied, by Trustee;
3. from the proceeds of the sale, pay, in this order -
a. expenses of foreclosure, including a reasonable commission to
Trustee;
DEED OF TRUST — ARPA FUNDS Page 5
Justin's Place I The Nest
b. to Lender, the full amount of principal, interest, reasonable
attorney's fees, and other charges due and unpaid;
C. any amounts required by law to be paid before payment to Grantor;
d. to Grantor, any balance; and
4. be indemnified, held harmless, and defended by Lender against all costs,
expenses, and liabilities incurred by Trustee for acting in the execution or enforcement of
the trust created by this Deed of Trust, which includes all court and other costs, including
reasonable attorney's fees, incurred by Trustee in defense of any action or proceeding taken
against Trustee in that capacity.
D. General Provisions
1. If any of the Property is sold under this Deed of Trust, Grantor must
immediately surrender possession to the purchaser. If Grantor fails to do so, Grantor will
become a tenant at sufferance of the purchaser, subject to an action for forcible detainer.
2. Recitals in any trustee's deed conveying the Property will be presumed to
be true, absent evidence to the contrary.
3. Proceeding under this Deed of Trust, filing suit for foreclosure, or pursuing
any other remedy will not constitute an election of remedies.
4. This lien will remain superior to liens later created even if the time of
payment of all or part of the Obligations is extended or part of the Property is released,
unless a subordination agreement is executed by the Lender.
5. If any portion of the Obligations cannot be lawfully secured by this Deed of
Trust, payments will be applied first to discharge that portion.
6. Grantor assigns to Lender all amounts payable to or received by Grantor
from condemnation of all or part of the Property, from private sale in lieu of condemnation,
and from damages caused by public works or construction on or near the Property. After
deducting any expenses incurred, including reasonable attorney's fees and court and other
costs, Lender will either release any remaining amounts to Grantor or apply such amounts
to reduce the Obligations and any excess proceeds shall be paid to Grantor. Lender will not
be liable for failure to collect or to exercise diligence in collecting any such amounts.
Grantor will immediately give Lender notice of any actual or known threatened
proceedings for condemnation of all or part of the Property.
Notwithstanding the above, in the event of any fire or other casualty to the Property
or eminent domain proceedings resulting in condemnation of the Property or any part thereof,
Grantor shall have the right to rebuild the Property, and to use all available insurance or
condemnation proceeds therefore, provided that (a) such proceeds are sufficient to keep the
DEED OF TRUST — ARPA FUNDS Page 6
Justin's Place I The Nest
Obligations in balance and rebuild the Property in a manner that provides adequate security
to Lender for repayment or performance of the Obligations or if such proceeds are insufficient
then Grantor shall have funded any deficiency, (b) Lender shall have the right to approve
plans and specifications for any major rebuilding and the right to approve disbursements of
insurance or condemnation proceeds for rebuilding under a construction escrow or similar
arrangement, and (c) no material default then exists under the Loan documents other than
attributable to casualty or condemnation. If the casualty or condemnation affects only part of
the Property and total rebuilding is infeasible, then proceeds may be used for partial rebuilding
and partial repayment of the Obligations in a manner that provides adequate security to Lender
for repayment of the remaining balance of the Obligations, and any excess proceeds shall be
paid to Grantor.
7. Grantor assigns to Lender absolutely, not only as collateral, all present and
future rent and other income and receipts from the Property. Grantor may as Lender's
licensee collect rent and other income and receipts as long as Grantor is not in default with
respect to the Obligation or this Deed of Trust. Subject to the terms of the Loan documents,
Grantor will apply all rent and other income and receipts to payment of the Obligations and
performance of this Deed of Trust, but if the rent and other income and receipts exceed the
amount due with respect to the Obligations and the Deed of Trust, Grantor may retain the
excess. If Grantor defaults in payment or performance of the Obligations or performance
of this Deed of Trust, Lender may terminate Grantor's license to collect rent and other
income and then as Grantor's agent may rent the Property and collect all rent and other
income and receipts. Lender neither has nor assumes any obligations as lessor or landlord
with respect to any occupant of the Property. Lender may exercise Lender's rights and
remedies under this paragraph without taking possession of the Property. Lender will apply
all rent and other income and receipts collected under this paragraph as required by the
Texas Property Code as then in effect. Lender is not required to act under this paragraph,
and acting under this paragraph does not waive any of Lender's other rights or remedies.
8. Interest on the debt secured by this Deed of Trust will not exceed the
maximum amount of non -usurious interest that may be contracted for, taken, reserved,
charged, or received under law. Any interest in excess of that maximum amount will be
credited on the principal of the debt or, if that has been paid, refunded. On any acceleration
or required or permitted prepayment, any excess interest will be canceled automatically as
of the acceleration or prepayment or, if already paid, credited on the principal of the debt
or, if the principal of the debt has been paid, refunded. This provision overrides any
conflicting provisions in this and all other instruments concerning the debt.
9. In no event may this Deed of Trust secure payment of any debt that may not
lawfully be secured by a lien on real estate or create a lien otherwise prohibited by law.
10. When the context requires, singular nouns and pronouns include the plural.
11. The term Note includes all extensions, modifications, and renewals of the
Note and all amounts secured by this Deed of Trust.
DEED OF TRUST — ARPA FUNDS Page 7
Justin's Place I The Nest
12. Grantor agrees to (a) keep at Grantor's address, or such other place as
Lender may approve, accounts and records reflecting the operation of the Property and
copies of all written contracts, leases, and other instruments that affect the Property; (b)
prepare financial accounting records in compliance with generally accepted accounting
principles consistently applied; and (c), at Lender's request on reasonable notice from time
to time, permit Lender to examine and make copies of such books, records, contracts,
leases, and other instruments at any reasonable time.
13. Grantor agrees to deliver to Lender, at Lender's request from time to time,
internally prepared financial statements of Grantor and any guarantor of the Note prepared
in accordance with generally accepted accounting principles consistently applied, in detail
reasonably satisfactory to Lender and certified to be materially true and correct by the chief
financial officer of Grantor or its certified public accountant, as applicable.
14. If Lender orders an appraisal of the Property while a default exists or to
comply with legal requirements affecting Lender, Grantor, at Lender's request, agrees to
reimburse Lender for the reasonable cost of any such appraisal. If Grantor fails to
reimburse Lender for any such appraisal within 20 days of Lender's written request, that
failure is a default under this Deed of Trust.
15. Grantor agrees to allow Lender or Lender's agents to enter the Property
during regular business hours upon at least 48 hours prior notice and inspect it and any
personal property in which Lender is granted a security interest by this Deed of Trust.
16. Grantor may not sell, transfer, or otherwise dispose of any Property,
whether voluntarily or by operation of law, except for condemnation or to obtain utility
easements, without the prior written consent of Lender. If granted, consent may be
conditioned upon (a) the grantee's integrity, reputation, character, creditworthiness, and
management ability being satisfactory to Lender; and (b) the grantee's executing, before
such sale, transfer, or other disposition, a written assumption agreement containing any
terms Lender may reasonably require, such as a principal pay down on the Obligations, an
increase in the rate of interest payable with respect to the Obligations, a transfer fee, or any
other modification of the Note, this Deed of Trust, or any other instruments evidencing or
securing the Obligations.
Grantor may not cause or permit any Property to be encumbered by any liens,
security interests, or encumbrances other than the liens securing the Obligation and the
liens securing ad valorem taxes not yet due and payable and the Permitted Exceptions
without the prior written consent of Lender. If granted, consent may be conditioned upon
Grantor's executing, before granting such lien, a written modification agreement containing
any terms Lender may require, such as a principal pay down on the Obligations, an increase
in the rate of interest payable with respect to the Obligations, an approval fee, or any other
modification of the Note, this Deed of Trust, or any other instruments evidencing or
securing the Obligations.
DEED OF TRUST — ARPA FUNDS Page 8
Justin's Place I The Nest
Grantor may not grant any lien, security interest, or other encumbrance (a
"Subordinate Instrument") covering the Property that is subordinate to the liens created
by this Deed of Trust without the prior written consent of Lender. If granted, consent may
be conditioned upon the Subordinate Instrument's containing express covenants to the
effect that -
a. the Subordinate Instrument is unconditionally subordinate to this Deed of
Trust;
b. if any action is instituted to foreclose or otherwise enforce the Subordinate
Instrument, no action may be taken that would terminate any occupancy or
tenancy without the prior written consent of Lender, and that consent, if
granted, may be conditioned in any manner Lender determines;
C. rents, if collected by or for the holder of the Subordinate Instrument, will be
applied first to the payment of the Obligations then due and to expenses
incurred in the ownership, operation, and maintenance of the Property in
any order Lender may determine, before being applied to any indebtedness
secured by the Subordinate Instrument;
d. written notice of default under the Subordinate Instrument and written
notice of the commencement of any action to foreclose or otherwise enforce
the Subordinate Instrument must be given to Lender concurrently with or
immediately after the occurrence of any such default or commencement;
and
e. in the event of the bankruptcy of Grantor, all amounts due on or with respect
to the Obligations and this Deed of Trust will be payable in full before any
payments on the indebtedness secured by the Subordinate Instrument.
Grantor may not cause or permit any of the following events to occur without the
prior written consent of Lender: if Grantor is (a) a corporation, the dissolution of the
corporation or the sale, pledge, encumbrance, or assignment of any shares of its stock; (b)
a limited liability company, the dissolution of the company or the sale, pledge,
encumbrance, or assignment of any of its membership interests; (c) a general partnership
or joint venture, the dissolution of the partnership or venture or the sale, pledge,
encumbrance, or assignment of any of its partnership or joint venture interests, or the
withdrawal from or admission into it of any general partner or joint venture; or (d) a limited
partnership, (1) the dissolution of the partnership, (2) the sale, pledge, encumbrance, or
assignment of any of its general partnership interests, or the withdrawal from or admission
into it of any general partner, or (3) except for a limited partnership interest in a low income
housing project, the withdrawal from or admission into it of any controlling limited partner
or partners. If granted, consent may be conditioned upon (a) the integrity, reputation,
character, creditworthiness, and management ability of the person succeeding to the
ownership interest in Grantor (or security interest in such ownership) being reasonably
satisfactory to Lender; and (b) the execution, before such event, by the person succeeding
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Justin's Place I The Nest
to the interest of Grantor in the Property or ownership interest in Grantor (or security
interest in such ownership) of a written modification or assumption agreement containing
such terms as Lender may reasonably require, such as a principal pay down on the
Obligations, an increase in the rate of interest payable with respect to the Obligations, a
transfer fee, or any other modification of the Note, this Deed of Trust, or any other
instruments evidencing or securing the Obligations.
17. Grantor agrees not to grant any future lien or security interest in the Property
or to permit any future junior encumbrance to be recorded or any existing or future claim
to otherwise become an encumbrance against the Property. If an involuntary encumbrance
is filed against the Property, Grantor agrees, within 30 days of actual notice, to either
remove the involuntary encumbrance or insure against it or provide a bond acceptable to
Lender against the involuntary encumbrance.
18. This Deed of Trust binds, benefits, and may be enforced by the successors
in interest of all parties.
19. If Grantor and Borrower are not the same person, the term Grantor includes
Borrower.
20. Except as may be specifically stated in this Deed of Trust or the Note,
Grantor and each surety, endorser, and guarantor of the Obligations waive all demand for
payment, presentation for payment, notice of intention to accelerate maturity, notice of
acceleration of maturity, protest, and notice of protest, to the extent permitted by law.
21. Grantor agrees to pay reasonable attorney's fees, trustee's fees, and court
and other costs of enforcing Lender's rights under this Deed of Trust if this Deed of Trust
is placed in the hands of an attorney for enforcement.
22. If any provision of this Deed of Trust is determined to be invalid or
unenforceable, the validity or enforceability of any other provision will not be affected.
23. The term Lender includes any mortgage servicer for Lender.
24. The debt and the performance secured by this Deed of Trust is a nonrecourse
obligation of Borrower. Neither Borrower nor any other party shall have any personal
liability for repayment of the Loan described in the Contract. The sole recourse of Lender
under the Loan documents for repayment of the Loan or performance of any of the
Obligations shall be the exercise of its right against the security for payment as defined in
the Note.
E. Construction Loan Mortgage
1. This Deed of Trust is a "construction mortgage" within the meaning of
Section 9.334 of the Texas Business and Commerce Code. The liens and security interests
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Justin's Place I The Nest
created and granted by this Deed of Trust secure an obligation incurred for the construction
or rehabilitation of improvements on land.
2. Grantor agrees to comply with the terms, covenants and conditions of City
Secretary Contract No. 60950 between Grantor and Lender (the "Contract") which
requires the Note and this Deed of Trust. All advances made by Lender under the Contract
will be indebtedness of Grantor secured by the liens created by this Deed of Trust, and such
advances are conditioned as provided in the Contract.
3. All amounts disbursed by Lender before completion of the improvements
to protect the security of this Deed of Trust up to the principal amount of the Note will be
treated as disbursements under the Contract. All such amounts will bear interest from the
date of disbursement at the rate stated in the Note, unless collections from Grantor of
interest at that rate would be contrary to applicable law, in which event such amounts will
bear interest at the rate stated in the Note for matured, unpaid amounts and will be payable
on notice from Lender to Grantor requesting payment.
4. From time to time as Lender deems reasonably necessary to protect Lender's
interests, Grantor will, on request of Lender, execute and deliver to Lender, in such form
as Lender directs but subject to the rights of any senior lien holders, assignments of any
and all rights or claims that relate to the construction of improvements on the Property.
5. In case of breach by Grantor of the terms, covenants and conditions of the
Contract, Lender, at its option, subject to applicable notice, grace and cure periods, with or
without entry on the Property, may (a) invoke any of the rights or remedies provided in the
Contract, (b) accelerate the amounts secured by this Deed of Trust and invoke the remedies
provided in this Deed of Trust, or (c) do both.
F. THIS CONVEYANCE IS MADE AND ACCEPTED SUBJECT TO THE
FOLLOWING CONDITIONS AND RESTRICTIONS:
The Note secured by this Deed of Trust is the Note required in the Contract between
Grantor and Lender and has been executed and delivered in accordance with its
terms. The funds provided by Lender are ARPA funds and the Contract requires
that the funds be used to, design, and develop up to 12 duplexes/24 units of
transitional housing.
Borrower shall fulfill the following ARPA Requirements as more particularly
described in the Contract:
1. Design and develop 12 duplexes/24 units of affordable housing.
2. Provide transitional housing and support services for single mothers and
their families housed at The Nest.
3. Comply with all applicable provisions of the ARPA Regulations and the
Loan Documents.
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The Loan and any sums due under the Note or this Deed of Trust will be in default
and may be declared immediately payable if the housing units located on the Property are
not offered to occupant(s) at a rate of no more than 30 percent of gross income, including
utilities, and if Grantor fails to fulfill the ARPA Requirements and all other requirements
in the Contract during the Performance Period.
This Deed of Trust has also been executed and delivered pursuant to the terms of
the Contract. Grantor agrees to perform each and every obligation set forth in the Contract
and will not permit a default to occur thereunder. Any default in the performance of
Grantor's obligations under the terms of the Contract or the ARPA Regulations shall be
deemed a default in the terms of the Note and Lender may invoke any remedies provided
herein.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
DEED OF TRUST — ARPA FUNDS Page 12
Justin's Place I The Nest
THE CONTRACT, THE NOTE AND THE DEED OF TRUST
CONSTITUTE THE FINAL AGREEMENT OF THE PARTIES AND MAY NOT
BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
Justin's Place
By:
Name: Donna Floyd
Title: Executive Director
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on , 2024 by
Donna Floyd, the Executive Director of Justin's Place, a Texas nonprofit corporation
Notary Public, State of Texas
AFTER RECORDING RETURN TO:
City of Fort Worth
City Attorney's Office
Attention: Leslie L. Hunt
200 Texas Street
Fort Worth, Texas 76102
DEED OF TRUST — ARPA FUNDS Page 13
Justin's Place I The Nest
Exhibit "A„
BEING a 7-574 acre tract of land situated within the George FiarrilRon Survey, Abstract Number 75i, In the clty of fort
Worth, Tarrant County,Temasand being a portion of at (act -of land deserlhed Indeed to sycamore Creek Limited
Partnership, as recorded In Document Numbof D201317493, Deed Records, Tareaht County, Texas, (MR,T.C.T,) and being
more partltularly described by metes and bounds as follows; (9earings referenced ko 0.S, State Plane Grid 1581 - Texas
North CerrtraI Zone (4202) NAOS3 as established using GPS Iethnalogy in conjunction wit the AlITerra RTXNet
0oop2raNve tletwork, all dlstances at ground anal coordinates are grid), A
BEGINNING at a found J, f 2 dipped iron Fed marked "Beasley APL5 4050", for an inner corder of said Sycamore Cre
tract;, same bring the southwest darner of a tract of land recorded to the City of Fort Worth In Volume 629
497, REi.R,Y.C.T}, same being the northwest corder of the herein described tract; <'K�
THENCt North 89'24'49" East with the common Ilne of said Sycamore Creek tract and sold City of rfoa t ct,
distance of 259,21 feet to a point #or an inner corner of said Sycamore Creek tract, the southeast n f se Ly'D
Fort worth traetr fram which a disturbed 112" iron rod bears North 71*4411" East, a dlstaMeeet;
THENCE North 29*24'49" East wlth the earn mon line of sold Sycamore Creek traCt and said} rilp of rbrt qV0rNktqFC
distance of 115.08 feet to Found 1/2" iron rod, same being an outer corner of s yc or C ek ac , the
northeast earner of said City of Fort worth tract, and also being in the south rh - Ay Iiq f 5yr ore SchooI
toad ( a variable width Right-of-Wayl,
THENCE North 69'26'20" East wlth the carnmon litre cf said Sycamore Creek kt0od th sSOth right-of•way ijne of
said Sycamore School Road, a distance of 334,47 feet to a point fiAenortheahrorrier,gKild 5ycarnore Creek tract
and the northwest corner of Lot 1, Slock 8, of South Brook Additi P e Il, an a to the Clty of Fort Worth ras
shown« on plat recorded in volume 38&123r Page 32, Nat Records, ra County, TexaS,� (P.A.T,C.T.) from which a
founld 1/2 inch capped ifon rod "CBG Surveying' bears Svith 84�' s r distance Of 0,94 feet;
THENCE with the {pmmvn lima 4f Said Sycamore Cre act nwilfe
fook Arfditi0+t Phase ll the
following courses and distances, South 00`39'05" Ea�W'a
Along � turv�e to the right Raving a central angle of18°
and a chord which hears South 08'28'52" West, a
"aH&IitiJV JM5) far the west corner of Lot 6, Ola ni #
corner of L018, Block 8, of South Brook Itic P ase, I a a
recorded in Valurrie 398-131, Page 8
line of said Sycamore [reek tract and Bald South Brook Addition
t of 10D0,00 feet, an arc length of 14911 feet, and a chard which
t to an IRS, being the northeast corner Qf a tract cf land
ed in Instrument Murnber MOS319802, OXT,C1, same being
THENCE aloq a curve to the ri h I t m
Phase lq, hav[ng a central angl of 5 a r
Hears South 21`56'22" West, a la e 4 7
described In deed to Moritt Int s, D„ co
the southeast corner of third r d tract,
et to a found 5J8 inch Iron rod; a.00 fei~t, on arc lengtft of 320.58 feat,
a set 5�$ Inch capped irOp rail Stairn�ed
Brook Addition Phase 11, same being the ri4r#hwest
dikiari#o the Clty of Fart Worth, as shown on plat
THENCE wlthtile COmrr} 4 .ine o ai Sycamore Creek tract acid said Moritz tract, the
following courses I an h 62'50'49" West, a distance of 104.1�{r feet to an IRS;
SoU1h 89'15`i3" lkpit � f 658,54 feet to an IR$ for the southwest corner of the herein described tract;
7Ht E a g e sal'�,pfirnmon lane an over a0d across said Sycamore Creek tract the
takW/
wi co e n istances; North 00'4447"' West, a distance of 79,43 feet to a point;
h 44' '49 a distance of 293,32 feet to a point;
est, a distance of 120.00 feet to the POINT OF SHINNING and conkaini rig 329,905 Square Feet
o 57 cr s of land more or Icss.
DEED OF TRUST — ARPA FUNDS Page 14
Justin's Place I The Nest
PROMISSORY NOTE
Date:
Borrower: Justin's Place, a Texas nonprofit corporation
Borrower's Mailing Address:
Justin's Place
5049 Edwards Ranch Rd, Floor 4
Fort Worth, TX 76109
Attention: Donna Floyd, Executive Director
Lender: The City of Fort Worth, a Home Rule Municipal Corporation
Place for Payment:
c/o Neighborhood Services Department
200 Texas St.
Fort Worth, Tarrant County, TX 76102
or at any other place that Lender may designate in writing
Principal Amount: $1,500,000.00
Loan Authority:
The loan evidenced by this Note (the "Loan") is being made pursuant to grant monies from
the United States Department of the Treasury ("Treasury") under Section 603(c)(1)(A) of
Title VI of the Social Security Act with Non -Revenue Recovery Funds for the construction
of no less than 12 duplexes/24 units of transitional housing at a 7.6 acre property located
between the 600 and 800 block of Sycamore School Road in Council District 8, as more
fully described in City Secretary Contract No. 60950 between Grantor and Lender (the
"Contract").
Annual Interest Rate: 0%
Maturity Date: As described in City Secretary Contract No 60950 between Borrower and
Lender for the ARPA funds (the "Contract").
Annual Interest Rate on Matured, Unpaid Amounts: 6%
Terms of Payment (principal and interest):
Capitalized terms not defined herein shall have meanings assigned to them in the Contract.
The Principal Amount is a forgivable deferred payment loan. Payment of the Principal
Amount will only be required if Borrower does not comply with the terms of the the ARPA
Regulations or the terms of the Loan Documents. The term Loan Documents as used herein
includes the Contract, , this Note, the Deed of Trust, and any other instrument evidencing
PROMISSORY NOTE — ARPA FUNDS Page 1
Justin's Place I The Nest
or securing the Loan (collectively, the "Loan Documents").
This Note is the Note required in the Contract and has been executed and delivered in
accordance with its terms. The funds provided by Lender are ARPA funds and the Contract
requires that the funds be used to, design, and develop 12 duplexes/24 units of transitional
housing.
Borrower shall fulfill the following ARPA Requirements as more particularly described in
the Contract:
1. Design and develop 12 duplexes/24 units of affordable housing.
2. Provide transitional housing and support services for single mothers and their
families housed at The Nest.
3. Comply with all applicable provisions of the ARPA Regulations and the Loan
Documents.
The Loan evidenced by this Note and the obligations described in the Contract pertaining
to the ARPA Regulations will be in default and the Principal Amount and any other sums
due hereunder may be declared immediately payable if the housing units located on the
Property are not offered to occupant(s) at a rate of no more than 30 percent of gross income,
including utilities, and if Borrower fails to fulfill the ARPA Requirements and all other
requirements in the Contract during the Performance Period. In the event of such default,
Lender may invoke any remedies provided in the Contract or the Deed of Trust for default.
Security for Payment:
This Note is secured by a Deed of Trust of even date from Borrower to Leslie L. Hunt
Trustee, or Denis McElroy, Trustee, which covers the real property more particularly
described in Exhibit "A" attached hereto and incorporated herein for all purposes.
Other Security for Payment: None
If the Principal Amount is not forgiven, Borrower promises to pay to the order of Lender
the remaining Principal Amount, calculated as described in section 5.7 of the Contract. In that
event, this Note is payable at the Place for Payment and according to the Terms of Payment. All
unpaid amounts are due by the Maturity Date. After maturity, Borrower promises to pay any
unpaid principal balance plus interest at the Annual Interest Rate on Matured, Unpaid Amounts.
If Borrower defaults in the payment of this Note or in the performance of its obligations
under the Contract or the ARPA Regulations or any other obligation in any instrument securing or
collateral to this Note, Lender may declare the unpaid principal balance, earned interest, and any
other amounts owed on the Note immediately due and payable. Borrower and each surety,
endorser, and guarantor waive all demand for payment, presentation for payment, notice of
intention to accelerate maturity, notice of acceleration of maturity, protest, and notice of protest,
to the extent permitted by law.
PROMISSORY NOTE — ARPA FUNDS Page 2
Justin's Place I The Nest
Notwithstanding anything to the contrary, if a monetary event of default occurs under the
terms of any of the Loan Documents, prior to exercising any remedies Lender shall give Borrower
written notice of such default. Borrower shall have a period of 7 days after such notice is given within
which to cure the default prior to exercise of remedies by Lender under the Loan Documents.
Notwithstanding anything to the contrary, if a non -monetary event of default occurs under the terms
of any of the Loan Documents, prior to exercising any remedies, Lender shall give Borrower written
notice of such default. If the default is reasonably capable of being cured within 30 days, Borrower
shall have such period to effect a cure prior to exercise of remedies by Lender under the Loan
Documents. If the default is such that it is not reasonably capable of being cured within 30 days, and
if Borrower (i) initiates corrective action within said period, and (ii) diligently, continually, and in
good faith works to effect a cure as soon as possible, then Borrower shall have such additional time
as is reasonably necessary to cure the default prior to exercise of any remedies by Lender. In no event
shall Lender be precluded from exercising remedies if its security becomes or is about to become
materially jeopardized by any failure to cure a default or the default is not cured within 180 days after
the first notice of default is given.
Borrower also promises to pay reasonable attorney's fees and court and other costs if this
Note is placed in the hands of an attorney to collect or enforce the Note. These expenses will bear
interest from the date of advance at the Annual Interest Rate on Matured, Unpaid Amounts.
Borrower will pay Lender these expenses and interest on demand at the Place for Payment. These
expenses and interest will become part of the debt evidenced by the Note and will be secured by
any security for payment.
Interest on the debt evidenced by this Note will not exceed the maximum rate or amount
of non -usurious interest that may be contracted for, taken, reserved, charged, or received under
law. Any interest in excess of that maximum amount will be credited on the Principal Amount or,
if the Principal Amount has been paid, refunded. On any acceleration or required or permitted
prepayment, any excess interest will be canceled automatically as of the acceleration or
prepayment or, if the excess interest has already been paid, credited on the Principal Amount or,
if the Principal Amount has been paid, refunded. This provision overrides any conflicting
provisions in this Note and all other instruments concerning the debt.
Each Borrower is responsible for all obligations represented by this Note.
When the context requires, singular nouns and pronouns include the plural.
The execution and delivery of this Note are required under the Contract.
If any provision of this Note conflicts with any provision of the Contract, the Deed of Trust
or any other document evidencing the same transaction between Lender and Borrower, the
provisions of the Contract will govern to the extent of the conflict.
This Note will be construed under the laws of the state of Texas without regard to
choice -of -law rules of any jurisdiction.
PROMISSORY NOTE — ARPA FUNDS Page 3
Justin's Place I The Nest
THE CONTRACT, THE NOTE AND THE DEED OF TRUST CONSTITUTE THE
FINAL AGREEMENT OF THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.
Justin's Place
By:
Name: Donna Floyd
Title: Executive Director
PROMISSORY NOTE — ARPA FUNDS Page 4
Justin's Place I The Nest
BEING a 7.574 acre tract of land situated within the George Farm#ton Surveil, Abstract Number 751, in the city of Fort
Worth, Tarrant County, Texas and being a portlon of at (act -of land described Indeed to Sycamore Creek Limited
Pannership, as retarded in Document Number D201317493, deed Records, Tarrant County, lexas, �D.R,T.i<.T,) and being
more particularly devx[bed by metes and bounds asfallews; (Bearings referenced to U.S, State Plane Grid 1983 -Texas
North Central Zone (4202) NAD93 as established using GPS Technology in conjunction with the AIITerra RUNet
CoDperative Network, alld1stances at ground and coordinates aregdd):
BEGINNING at a found 1/2 capped iron rod marked "Beo54ey APLS 4050", for an inner corner of said syta
tract, same being the southwesttoroor of a tract of lend recorded to the City of Fart Worth In Volume C
497, jD,R,T.C.T), same being the n6rthwe5t corner of the herein described track; I
THENCE North 89*24'49" East wlth the common Ilne of said Sycamore Creek tract and said City of
distance of 259,27 feet to a point for an inner Lamer of said Sycamore Creek track, the Southeast A
For WO'th tractr frOM which a disturbed 1J7" iron rod boars North 71"44'S1" East, a dtstance #
THENCE North 29*24'49" Cast with the common line of said Sycamore Creak tract and said it of or tr
distance of 115,bi3 feet to found 1/2" iron rod, same being an outer €orner of s i yc or C ek ac ,the
northeast corner of said City of Fart Worth tract, and also being in the soot r' h - ay Ii f 5yc Dre Schaal
Road ( a variable width Right -of -Way),
THENCE North $51V20" EaStwlth the common tine of said sycamore Creek t# d th 5 th right-of-way tine of
said Sycamore Schaal Road, a distance of 334,47 feet to a paint far a narthea prner ,aid Sycamore Creek tract
and the northwest earner of lot 1, 0lock 8, of South Rraak Additi P P I1, an a to the Clty of Fort Worth, as
shown on plat recorded in Volume 388.123r Page 32, Nat Records, ra County, Texas,. {P,R.T,C,T1 from which a
found 1f2 inch capped iron rod "CBG Surveying" bears South 84�' sir distance of 0,94feet,
THENCE with the common lire of said 5ycamare Cre act n s t�'fock Addition Phase ri the
foilowing cn -courses and distances: South 00'39"05" Ea t� ' t
Along � turve to the right having a central angle of 18'Z '04 a
and achord which laears South 08*28'52" test, a 3
"RH&INVJIRS)Fur the west cornerofLot 6,010 ai t
corner of Lot 8, lRock B, of South Brook Itio P ase I a �
recorded in Volpme 389-191, Rage 8 ;
line of said Sycamore Creak tract a rid said South Brook Additlon
k of 1000.00 feet, an arc length of 14911 feet, and a chord which
:t to an IRS, being the northeast corner of a tra;t of land
ed in Instrument Number n205319902, 0,R,T,I<.T„ same being
THENCE along a curve to the ri
Phase tit, havtng a central angl
Dears South 21'5V22" West, a
descrllsed In deed to Moritz In'
tho southeast corner of t'hpthe
THENCE with the Comm
following courses 1
South 89'15'i3" +jt,;
tract;
1 feet t� a found $1� inch Iron red;
di 100{1.(3+J feet, an arc length of ��fy,5$ feet,
let to a set 5 f$ inch capped iron rid Stamped
Brook Addition Phase Il, same being the northwest
action#o the City of Fort Worth, as shown o� flat
a� Sycamore Creek tract and said Moritz tract, the
h 62'50'49" West, a distance of 104,66 feet to an IRS;
f 658.54feet to an IR$Iorthe southwest corner of the herein described tract;
Yl3t a g e sal'�,pfirnmon line an ov& and across said Sycamore Creek tract the
followt CO a rt istances, North 00'44"47" West, a distance of 79,43 feet to a paint;
h 44' '49 a distance of 293,32 feet to a point;
for 00,35' est, a distance of 120.00fretto the POINT Of BEGINNINGan, con talriing 329,905 Square Feet
a d10 57 cr s of tared more or toss.
PROMISSORY NOTE — ARPA FUNDS Page 5
Justin's Place I The Nest
EXHIBIT "F"
Reimbursement Forms: Attachments I, & II
Agency:
.adress:
Litt-. Stare, Zip:
Grant:
Pro _gam Period:
Sen ice Morrrh:
P.D. N_a.
FID 'o.
PROGRAM NAME
ATTACHNIET I
INVOICE
E 1TE N SE S
�ili4iNTREiESIEDI CGiGLiTIiE I B.UANCE
ARPA CONTRACT 2024 I Exhibits
Justin's Place: The Nest
ATTACH EEN—r II
Y..0 jr-1 fJJ 11 L rtr. Al t-prur,-�,RLLT
CitrofPori Warih
S{i0horb, od ierrkes Np rimto:
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ARPA CONTRACT 2024 1 Exhibits
Justin's Place: The Nest
EXHIBIT "G"
DOCUMENTATION OF ARPA REQUIREMENTS
ARPA Requirements:
Developer agrees to comply fully with all applicable laws and regulations that are
currently in effect or that are hereafter amended during the term of this Contract. Those
laws include, but are not limited to the provisions detailed in 31 CFR Part 35 and Sections
603(c)(1)(A) and 603(c)(1)(C) of Title VI of the Social Security Act Title I of the
Housing and Community Development Act of 1974, as amended, (42 USC 5301 et seq.).
During Term of Contract:
ARPA Funds will be used to construct 12 duplexes/24 units of deeply affordable
transitional housing units for single mothers and their families in Council District 8. The
community will be called The Nest.
During Term the Contract:
In consideration of the ARPA Funds provided through this Contract, Developer will
fulfill the ARPA Requirements, the City Requirements, and will comply with all other
terms and conditions of this Contract.
ARPA CONTRACT 2024 1 Exhibits
Justin's Place: The Nest
EXHIBIT "H"
STANDARDS FOR COMPLETE DOCUMENTATION
FORT WORTH.
Standard c f Doaumenta#ion for Reimbursement of Development Costs
Cost Type
Documentation Standard
Acquisition of Real Property
• Noticeto5elIer (date must be on or before the date ofoptions agreement
or sales contract and signed by the buyer and seller)
Recorded deed of Trust
PurchaseAgreement w/ Required HUD language
MasterSettlementStatement{HUD-1
Appraisal or other documentused to determine purchase price
Proof of Payment(i.e_, hank statementfcawelled check)
Verification of Vacant Status (as applicable)
Pre-Devel op ment a nd Soft
• InvoieeshouIdinclude:
Costs (Architect, Engineer,
• date;
Landscape Design, Surveys,
■ company's letterhead;
Appraisals, Environmental, Legal
• addressforwhich service is provided;
Fees, Other Consultants, Etc.)
■ description of service(s) and item(s);
• amount for itemized services, and
• total amount
Proof of Payment (i_e_, bank statement or cancelled ch eckj
Fully executed contract}service agreements/letter agreements and
applicable amendments
o Provide printout from www.sam.mvverifying
contractor/subcontractor is not listed on the debarred and
suspension list
If only a portion is being paid with City funds, then show calculation and
documentation of haw costs are allocated.
Neighborhood Servires
FINAL as of 6/2 1/2017 Page 1
ARPA CONTRACT 2024 1 Exhibits
Justin's Place: The Nest
FORT WORTH.
Ste ndard of Documentation for Reimbursement of Development Casts
Construction Costs - Invoice -should include -
(Contractors & Subcontractors) date,
■ company's letterhead;
■ addressforwhich service is provided;
■ description of service(s) and item(s);
■ a mount for itemized services; and
■ total amount
Proof of Payment (i.e., bank statement or cancelled check)
Copy of applicable inspection report(s) conducted by NSD Inspector
Copy of executed agreements
■ Provide printout from www.sam.sovverifying
contractor/subcontractor is not listed on the debarred and
suspension list
If only a portion is being paid with City funds, then show calculation and
documentation of haw costs are allocated.
For paymentof final retainageforthe p rime contra cto r, provide lien
waivers for the prime and all subcontractors.
List of subcontractors
Materials Purchased by Developer - InvoiceshouId include=
(if applicable) ■ date;
■ company's letterhead;
■ addressforwhich service is provided;
■ description of service(s) and item(s);
■ a mount for itemized services; and
■ total amount
Proof of Payment (i.e., bank statement or cancelled check)
Verification of delivery
Developer Fee - Final Invoice Reflecti ng Total Devel opme nt Cost
{if paid directly from HOME funds) - Proof of payment for any other entity/funding source contributing to
develo pm er t casts
Show calculation of agreed upon developer fee percentage
Copies of final lien releases from contractor/subcontractor
Complete Documerrtation 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, eta_)
Lease documents
Final inspections of completed units
Neighborhood 5ervir;es
FINAL as of 6/21/2017 Page 2
ARPA CONTRACT 2024 1 Exhibits
Justin's Place: The Nest
3/20/24, 3:21 PM
CITY COUNCIL AGENDA
M&C Review
Official site of the City of Fort Worth, Texas
FORS R�TH,
Create New From This M&C
DATE: 9/26/2023 REFERENCE M&C 23-0801 LOG NAME
NO.:
19AMERICAN RESCUE PLAN
ACT FUNDING AWARD TO
JUSTINS PLACE
CODE: C TYPE: NOW PUBLIC NO
CONSENT HEARING:
SUBJECT. (CD 8) Award American Rescue Plan Act Funds Totaling $1,500,000.00 to Justin's Place
for New Construction of Affordable Housing Project Referred to as The Nest to be
Developed at 901 Sycamore School Road (Addressing the Continued Portion of M&C 23-
0742)
RECOMMENDATION:
It is recommended that the City Council:
1. Reallocate American Rescue Plan Act, Subtitle M (State and Local Fiscal Recovery Funds) in the amount of $1,500,000.00 for the purpose of
funding a new construction affordable housing development project referred to as The Nest
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to reallocate American Rescue Plan Act (ARPA) funds totaling $1,500,000.00 to
Justin's Place for the development of a new construction affordable housing project referred to as The Nest. This project will add 24 units of deeply
affordable housing to the 76134 zip code and will provide services focused on self-sustainability and long-term stability in an effort to break the cycle of
generational poverty.
M&C 22-0927, dated November 8, 2022, was approved by City Council awarding ARPA funds totaling $3,078,001.00 to Tarrant County Samaritan
Housing, Inc. in the form of a forgivable loan for the development of 37 units of permanent supportive housing to be located at 5120 McCart Avenue. As
stated in the M&C Discussion section, in the event that the McCart site does not meet the requirements included herein, a future M&C with loan terms
could be brought for City Council approval for another project site, if such a site is identified by Samaritan House and meets all required City criteria. At
this time, neither the McCart site nor any other location has met the required City criteria. With M&C 23-0742, dated September 12, 2023, City staff
recommended that the ARPA funds be reallocated to Columbia Renaissaince - Phase III in the amount of $1,500,000.00 and Justin's Place in the
amount of $1,500,000.00 for new construction housing development projects, including the development of 25 units of permanent supportive housing.
Funding for Columbia Renaissance was approved; however, the recommendation for Justin's Place was postponed by City Council to September 26,
2023.
In May 2023, Tarrant County released a Request for Proposals (RFP) for ARPA funds. The goal of the RFP was to receive proposals aimed at increasing
the number of affordable housing units for homelessness, permanent supportive housing, supportive housing, and deeply affordable housing. Per a
request from Tarrant County, the City of Fort Worth is proposing to co -fund Justin's Place's project, The Nest, with a direct allocation of Tarrant County
ARPA funds and ARPA funds from City of Fort Worth as shown in the chart below. Tarrant County Commissioners took action approving an allocation of
Tarrant County ARPA funds in the amount of $1.5 million for the development of the Nest on Tuesday, September 5, 2023. Funding totaling
$3,000,000.00 will be used to develop 24 deeply affordable, supportive housing units for extremely low and very low-income individuals.
Proposed Affordable Housing Project
Proposed County
Total Requested ARPA Funding
Project Council Total Project through County's (direct allocation Proposed City Proposed Total #Units Created
District Cost ARPA RFP from Tarrant ARPA Public Funding (<60\1\% AMI)
County)
The Nest; Justin's 24 deeply
Place (New 8 $9,000,000.00 $4,000,000.00 $1,500,000.00 $1,500,000.00 $3,000,000.00 affordable,
Construction) supportive units
(12 duplexes)
Neighborhood Services Department staff views the request from the County as an opportunity to spread extremely limited resources further. When
bundling City and County funding together, we create more housing units than if each unit of government funds projects separately.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that approval of this recommendation will have no material effect on City Funds.
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 Manaaer's Office bv: Fernando Costa (6122)
Oriainatina Denartment Head: Victor Turner (8187)
Additional Information Contact:
apps.cfwnet.org/counci I_packet/mc_review.asp? I D=31427&counci ddate=9/26/2023 1 /2
3/20/24, 3:21 PM
Sharon Burkley (5785)
Amy Connolly (7556)
M&C Review
ATTACHMENTS
ARPAAvailable Funds.docx (CFW Internal)
The Nest- Pronosal.ndf (Public)
The Nest-901 Svcamore MaD.Pdf (CFW Internal)
apps.cfwnet.org/council_packet/mc_review.asp?ID=31427&councildate=9/26/2023 2/2
3/20/24, 3:21 PM
CITY COUNCIL AGENDA
M&C Review
Official site of the City of Fort Worth, Texas
FORS R�TH,
Create New From This M&C
DATE: 9/26/2023 REFERENCE M&C 23-0801 LOG NAME
NO.:
19AMERICAN RESCUE PLAN
ACT FUNDING AWARD TO
JUSTINS PLACE
CODE: C TYPE: NOW PUBLIC NO
CONSENT HEARING:
SUBJECT. (CD 8) Award American Rescue Plan Act Funds Totaling $1,500,000.00 to Justin's Place
for New Construction of Affordable Housing Project Referred to as The Nest to be
Developed at 901 Sycamore School Road (Addressing the Continued Portion of M&C 23-
0742)
RECOMMENDATION:
It is recommended that the City Council:
1. Reallocate American Rescue Plan Act, Subtitle M (State and Local Fiscal Recovery Funds) in the amount of $1,500,000.00 for the purpose of
funding a new construction affordable housing development project referred to as The Nest
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to reallocate American Rescue Plan Act (ARPA) funds totaling $1,500,000.00 to
Justin's Place for the development of a new construction affordable housing project referred to as The Nest. This project will add 24 units of deeply
affordable housing to the 76134 zip code and will provide services focused on self-sustainability and long-term stability in an effort to break the cycle of
generational poverty.
M&C 22-0927, dated November 8, 2022, was approved by City Council awarding ARPA funds totaling $3,078,001.00 to Tarrant County Samaritan
Housing, Inc. in the form of a forgivable loan for the development of 37 units of permanent supportive housing to be located at 5120 McCart Avenue. As
stated in the M&C Discussion section, in the event that the McCart site does not meet the requirements included herein, a future M&C with loan terms
could be brought for City Council approval for another project site, if such a site is identified by Samaritan House and meets all required City criteria. At
this time, neither the McCart site nor any other location has met the required City criteria. With M&C 23-0742, dated September 12, 2023, City staff
recommended that the ARPA funds be reallocated to Columbia Renaissaince - Phase III in the amount of $1,500,000.00 and Justin's Place in the
amount of $1,500,000.00 for new construction housing development projects, including the development of 25 units of permanent supportive housing.
Funding for Columbia Renaissance was approved; however, the recommendation for Justin's Place was postponed by City Council to September 26,
2023.
In May 2023, Tarrant County released a Request for Proposals (RFP) for ARPA funds. The goal of the RFP was to receive proposals aimed at increasing
the number of affordable housing units for homelessness, permanent supportive housing, supportive housing, and deeply affordable housing. Per a
request from Tarrant County, the City of Fort Worth is proposing to co -fund Justin's Place's project, The Nest, with a direct allocation of Tarrant County
ARPA funds and ARPA funds from City of Fort Worth as shown in the chart below. Tarrant County Commissioners took action approving an allocation of
Tarrant County ARPA funds in the amount of $1.5 million for the development of the Nest on Tuesday, September 5, 2023. Funding totaling
$3,000,000.00 will be used to develop 24 deeply affordable, supportive housing units for extremely low and very low-income individuals.
Proposed Affordable Housing Project
Proposed County
Total Requested ARPA Funding
Project Council Total Project through County's (direct allocation Proposed City Proposed Total #Units Created
District Cost ARPA RFP from Tarrant ARPA Public Funding (<60\1\% AMI)
County)
The Nest; Justin's 24 deeply
Place (New 8 $9,000,000.00 $4,000,000.00 $1,500,000.00 $1,500,000.00 $3,000,000.00 affordable,
Construction) supportive units
(12 duplexes)
Neighborhood Services Department staff views the request from the County as an opportunity to spread extremely limited resources further. When
bundling City and County funding together, we create more housing units than if each unit of government funds projects separately.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that approval of this recommendation will have no material effect on City Funds.
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 Manaaer's Office bv: Fernando Costa (6122)
Oriainatina Denartment Head: Victor Turner (8187)
Additional Information Contact:
apps.cfwnet.org/counci I_packet/mc_review.asp? I D=31427&counci ddate=9/26/2023 1 /2
3/20/24, 3:21 PM
Sharon Burkley (5785)
Amy Connolly (7556)
M&C Review
ATTACHMENTS
ARPAAvailable Funds.docx (CFW Internal)
The Nest- Pronosal.ndf (Public)
The Nest-901 Svcamore MaD.Pdf (CFW Internal)
apps.cfwnet.org/council_packet/mc_review.asp?ID=31427&councildate=9/26/2023 2/2
FORT WORTH
Routing and Transmittal Slip
Neighborhood Services
Department
DOCUMENT TITLE: ARPA Subrecipient Contract
Justin's place — The Nest
M&C 23-0801 CPN CSO # RESERVED DOC#
60950
DATE:
TO:
INITIALS
DATE OUT
1 . Dyan Anderson
o�aNi2120,�,y.<<or,
Mar 21, 2024
2. Chad LaRoque
Chad L'W,q 11,11111,_1�DT,
Mar 21, 2024
3. Victor Turner
U
Mar 21, 2024
4. Leslie Hunt
L2 i2 unt(Mar 25, 202409;05 CD I)
Mar 25, 2024
5. Fernando Costa Mar 25, 2024
6. Jannette S. Goodall Mar 25, 2024
7. Allison Tidwell
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 XNo
RUSH: ❑ Yes ❑No SAME DAY: ❑ Yes ❑No NEXT DAY: ❑ Yes ❑No
ROUTING TO CSO: x Yes ❑ No
Action Required:
❑ As Requested ❑ Attach Signature, Initial and Notary Tabs
❑ For Your Information
X Signature/Routing and or Recording
❑ Comment
❑ File
Return to: Please call _Virginia Villalobos_at ext._7744` for pick up when completed. Thank you.