HomeMy WebLinkAboutContract 56159-A1FIRST AMENDMENT to CSC NO. 56159 Page 1
HOME DEVELOPER RENTAL CONTRACT
Cowan Place Apartments Rev. 05.21.2024
FIRST AMENDMENT
TO
CITY SECRETARY CONTRACT NO. 56159
This Amendment is entered into by and between the City of Fort Worth (hereafter
"City"), a home rule municipality, with its principal place of business at 200 Texas Street, Fort
Worth, Texas, and Fort Worth Affordability, Inc. (hereafter “FWAI ”), a Texas nonprofit
corporation. City and FWAI shall be referred to individually as a Party and collectively as the
Parties.
WHEREAS, on September 13, 2021, the City and FWAI made and entered into City
Secretary Contract No. 56159 (the “Contract”), as authorized by the City Council in M&C 21-
0499 adopted on June 22, 2021, which provided $500,000.00 of City’s HOME Investment
Partnerships Program (“HOME”) funds to FWAI;
WHEREAS, the purpose of the Contract was to provide the HOME funds for the
construction costs associated with the development of Cowan Place Affordable Housing
Development (“Project”) located at 5400 East Rosedale Street to provide 174 units for seniors 55
and older, with 156 units set aside for households earning sixty percent or less of area median
income and at least five percent of the total units will be set aside as permanent supportive housing
units;
WHEREAS, the original Completion Date was for August 31, 2023;
WHEREAS, delays in the delivery of materials, onsite approvals and inspections by
Oncor, and unforeseen onsite issues with construction interrupted the Project timeline;
WHEREAS, the Contract allows for an extension for up to two additional, one-year terms;
WHEREAS, the effective date of this Amendment will be August 31, 2023 (the “Effective
Date”), to avoid having a gap in the Contract term;
WHEREAS, it is the mutual desire of the City and Developer to amend the Contract to
extend the term by one year and extend the completion deadline; and
NOW, THEREFORE, the Parties, acting herein by the through their duly authorized
representatives, do hereby agree to the following:
I.
AMENDMENTS
A.Section 2. DEFINITIONS is amended to be and read as follows by deleting the original
definition of Completion Deadline and substituting the following:
Completion Deadline means August 31, 2024.
FIRST AMENDMENT to CSC NO. 56159 Page 2
HOME DEVELOPER RENTAL CONTRACT
Cowan Place Apartments Rev. 05.21.2024
B. The address for FWAI in Section 21 NOTICE is amended to be and read as follows by
deleting the original address and substituting the following:
City:
City Attorney’s Office
100 Fort Worth Trail (100 Energy Way)
Fort Worth, TX 76102
Attention: Leslie L. Hunt
Telephone: (817) 392-6259
FWAI:
Fort Worth Affordability, Inc.
Attention: Mary-Margaret Lemons, Secretary and Treasurer
1407 Texas Street
Fort Worth, TX 76102
Telephone: (817) 333-3401
C.EXHIBIT “C” – PROJECT AND REIMBURSEMENT SCHEDULE attached to the
Contract are hereby replaced with the attached EXHIBIT “C” PROJECT AND
REIMBURSEMENT SCHEDULE REVISED MAY 2024 attached hereto.
II.
This amendment is effective as of the Effective Date of the Contract.
III.
All other terms and conditions of the Contract not amended herein remain unaffected and
in full force and effect, are binding upon the parties, and are hereby ratified by the parties.
Capitalized terms not defined herein shall have the meanings assigned to them in the Contract.
IV.
This Amendment may be executed in multiple counterparts, each of which shall be
an original and all of which shall constitute one and the same instrument. A facsimile copy
or computer image, such as a PDF or tiff image, or a signature, shall be treated as and shall
have the same effect as an original.
[SIGNATURES APPEAR ON NEXT PAGE.]
ACCEPTED AND AGREED TO AS OF THE EFFECTIVE DATE:FORT WORTH AFFORDABILITY, INC.a Texas nonprofit corporDate:----------CITY OF FORT WORTHr,,,,.JLJ._ By:--------Fernando Costa Assistant City ManagerDate: Jul 11, 2024ATTEST:� k � By: _U __________ _ Jannette S. Goodall, City SecretaryM&C: 21-0499 Date: June 22, 2021 1295 Cert. No.2021-798933Contract Compliance Manager: Approval Recommended by:By:K?Kasey Bess Interim Director of NeighborhoodServices DepartmentDate: Jul 10, 2024APPROVED AS TO FORM ANDLEGALITY:By: Le ,e unt (Jul 11, 2024 09:45 PDT) Leslie L. Hunt, Senior Assistant City AttorneyBy signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements .• (...,1A,,Name: Chad La�oque (Jul 9, 2024 16:47 COT) Chad LaRoque Housing Development ManagerDate: Jul 9, 2024FIRST AMENDMENT to CSC NO. 56159 HOME DEVELOPER RENTAL CONTRACT Cowan Place Apartments Page 3 Rev. 05.21.2024
FIRST AMENDMENT to CSC NO. 56159 Page 4
HOME DEVELOPER RENTAL CONTRACT
Cowan Place Apartments Rev. 05.21.2024
EXHIBIT “C”
CONSTRUCTION AND REIMBURSEMENT SCHEDULE – Revised 5/2024
COWAN PLACE APARTMENTS
City is providing funding to FWAI to be loaned to Developer for the benefit of the Project.
Accordingly, the following chart shows eligible costs that FWAI may include in its Developer Loan
Agreement with Developer that are eligible for reimbursement from City.
Activity HOME Funds
PHASE I ACTIVITIES:Land Acquisition $0 Predevelopment Soft Costs
PHASE I
First Payment** $0
PHASE II ACTIVIITES: Construction Hard Costs $250,000
PHASE II
COMPLETE by:
March 1, 2023
Prior to Reimbursement in Phase II, FWAI and/or
Developer must submit the
contractor/subcontractor/vendor searches under
the Federal System for Award Management
(www.sam.gov).
Second Payment** (approx. 25% complete)***
$250,000
PHASE III ACTIVIITES: Construction Hard Costs $50,000
PHASE III
COMPLETED by:
March 1, 2024
Prior to Reimbursement in Phase III, FWAI and /or
Developer must submit the
contractor/subcontractor/vendor searches under
the Federal System for Award Management
(www.sam.gov).
Third Payment** (approx. 50% complete)***
$50,000
PHASE IV ACTIVITIES: Construction Hard Costs $150,000
PHASE III
COMPLETED by:
August 31, 2024
Prior to Reimbursement in Phase III, FWAI
and/or Developer must submit the
contractor/subcontractor/vendor searches under
the Federal System for Award Management
(www.sam.gov).
Third Payment** (approx. 100% complete)***
$150,000
PHASE V ACTIVITIES: Initial Lease-up of HOME Units $50,000.00
FIRST AMENDMENT to CSC NO. 56159 Page 5
HOME DEVELOPER RENTAL CONTRACT
Cowan Place Apartments Rev. 05.21.2024
PHASE IV
COMPLETED by:
August 31, 2024
Prior to Reimbursement in Phase IV, the following
items must be submitted per the HOME Contract:
1. Rent Schedule for HOME Units. See
Section 7.5
2. Tenant Selection Policy. See Section 7.6
3. Affirmative Marketing Plan. See Section
7.7
Prior to Reimbursement for Final Payment,
Exhibit “G” - Project Compliance Report: Rental
Housing must be submitted to City.
Final Payment** (Lease-Up of all HOME
Units)***
$50,000.00*
TOTAL $500,000.00
*FWAI will only be reimbursed for eligible expenses. The amounts are estimates and are
subject to change.
**FWAI must submit Complete Documentation with Reimbursement Request within 60
days from each of the abovementioned deadlines in order to be reimbursed. Failure to
timely submit Reimbursement Requests and Complete Documentation along with any
required reports shall be an event of default.
***If milestone is reached before the Phase completion date, reimbursement will be made
when the milestone percentage is reached and the City is provided all required
documentation.
CITY COUNCIL AGENDA
Create New From This M&C
DATE: 6/22/2021 REFERENCE **M&C 21- LOG NAME:
NO.: 0499
CODE: C TYPE: CONSENT PUBLIC
HEARING:
F��T�'�o�7��
-�~-
19COWAN PLACE - HOME UDAG
FUNDS
�C�7
SUBJECT: (CD 5) Authorize Expenditure of a Total of $860,000.00 of Identified Federal Funds, in the
Form of Forgivable Loans to Fort Worth Affordability Inc., for the Development of the
Cowan Place Affordable Senior Housing Development Located at 5400 East Rosedale
Street as Part of the Multi-Year Choice Neighborhoods Implementation Grant in the Cavile
Place/Historic Stop Six Area; Authorize Execution of Contracts and Related Loan
Documents; Authorize Acceptance of Assignment to City by Fort Worth Affordability Inc., of
Contracts and Loan Documents for its loans to FW Cowan Place, LP for the Benefit of the
Project; Authorize Assignment of Federal Grant Obligations from Fort Worth Affordability
Inc. to FW Cowan Place, LP.; Authorize the Substitution of Funding Years; and Adopt
Attached Appropriation Ordinance
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize expenditure in the amount of $500,000.00 of HOME Investment Partnerships Program
grant funds in the form of a forgivable loan to Fort Worth Affordability Inc., for the development of
the Cowan Place Senior Apartments located at 5400 East Rosedale Street;
2. Authorize expenditure in the amount of $360,000.00 of Urban Development Action Grant
Miscellaneous Revenue in the form of a forgivable loan to Fort Worth Affordability Inc., for the
development of the Cowan Place Senior Apartments located at 5400 East Rosedale Street;
3. Authorize the City Manager, or his designee, to execute all related contracts, loan documents, and
other documents necessary for lending activities with terms as specified below;
4. Authorize the acceptance of an assignment to City by Fort Worth Affordability, Inc. of the loan
documents for the $500,000.00 and $360,000.00 loans to be made by Fort Worth Affordability
Inc., to FW Cowan Place, LP for the benefit of the Project;
5. Authorize the assignment of the HOME and UDAG obligations from Fort Worth Affordability Inc., to
FW Cowan Place, LP to ensure compliance with applicable federal regulations;
6. Authorize the City Manager or his designee to extend the contracts if such extensions are
necessary for completion of the Project, and to extend all other required documents for lending
activities as necessary for the development of the Project;
7. Authorize the City Manager, or his designee, to amend the contracts and other required documents
if necessary to achieve project goals, provided that the amendments are within the scope of the
Project and in compliance with City policies and applicable laws and regulations governing the use
of federal funds;
8. Authorize the substitution of current and prior funding years in order to meet commitment,
disbursement, and expenditure deadlines for grant funds from the United States Department of
Housing and Urban Development; and
9. Adopt the attached appropriation ordinance increasing the estimated receipt and appropriations in
the Grants Operating Other Fund in the amount of $473,038.04, from UDAG program income, to
support the UDAG loan.
DISCUSSION:
The purpose of this Mayor and Council Communication is to approve financial actions in support of a senior
living housing development in the Cavile Place/Historic Stop Six area as part of the multi-year Choice
Neighborhoods Implementation grant.
On October 22, 2019, City Council authorized the City to act as a co-applicant with Fort Worth Housing
Solutions (FWHS) for a Choice Neighborhoods Implementation (CNI) grant from the United States (U.S.)
Department of Housing and Urban Development (HUD), adopted a revised Cavile Place/Historic Stop Six
Neighborhood Transformation Plan (Transformation Plan), and committed $39,375,654.00 over a six-year
period for various improvements and activities in the Cavile Place and Historic Stop Six neighborhood,
subject to receipt of the CNI grant. In spring 2020, the City was notified that the City and FWHS had been
awarded the CNI grant, Mayor and Council Communication (M&C) 19-0268. As co-applicant, the City agreed
to support FWHS in implementing the Transformation Plan by providing resources to eligible activities,
including a commitment of $3,000,000.00 in HOME Investment Partnerships Program (HOME) funds and
$1,110,000.00 in Urban Development Action Grant (UDAG) funds to be awarded over the next six years.
The purpose of this M&C is to move forward with awarding HOME funds for the first year in the amount of
$500,000.00 and UDAG funds for the first year in the amount of $360,000.00 for eligible activities.
The Cowan Place Project (Project) is part of Phase 1 of the Transformation Plan and will consist of a new
multifamily, affordable senior apartment complex. The Project will have up to 174 units for seniors 55 and
older, with 156 of those units set aside for households earning sixty percent or less of area median income
(AMI) and at least five percent of the total units set aside as Permanent Supportive Housing (PSH) units.
Phase 1 will also include infrastructure improvements in support of the Project that will include, but not
limited to, site improvements, street reconstruction and street improvements such as water/sewer
improvements, curb and gutter, sidewalks and street lights. FW Cowan Place, L.P. (Developer) will be the
developer and owner of the Project and is a Texas limited partnership consisting of FW Cowan Place, LLC
as the general partner (owned by FWHS), and FW Rosedale MBS SLP, Inc.
Fort Worth Affordability, Inc. (FWAI) a Texas nonprofit corporation, which is the managing member of FW
Cowan Place GP, LLC, and is an instrumentality of FWHS, has requested that it be the initial borrower of the
HOME and UDAG funds (collectively the "Loan Funds") instead of Developer so that there is less risk that
the loan proceeds will be subject to taxation by the Internal Revenue Service. FWAI will execute loan
agreements, promissory notes, and deeds of trust in favor of the City for the Loan Funds and simultaneously
loan the Loan Funds to the Developer for the development of the Project. To collateralize the loans from the
City to FWAI and ensure compliance with federal requirements, FWAI will (1) assign its loan documents
(from the loan from FWAI to the Developer) to the City and (2) assign its obligations under the City's HOME
and UDAG contracts to the Developer.
In an effort to further the implementation of the Transformation Plan and aid the infrastructure improvements
in support of the Project, staff recommends the following loan terms and conditions:
HOME Loan Terms:
1. Loan term to commence on execution of the loan documents and terminate 40 years after project
stabilization. Final payment of principal and accrued, unpaid interest will be due 40 years after
project conversion coterminous with final payment date of permanent loan;
2. Interest rate of zero percent so long as borrower complies with all of the terms of the contract and
loan documents;
3. Performance of the HOME requirements and payment of the HOME loan, if required, will be secured
by a deed of trust and HOME Deed Restrictions on the real property through the affordability period
or the loan term, whichever is longer;
4. Affordability period to begin on the date the project status is changed to ��Complete" in the
Integrated Disbursement and Information System (IDIS) and continue for 20 years thereafter;
5. HOME loan to be subordinate to any construction/permanent financing and any financing provided
by Fort Worth Housing Finance Corporation;
6. HOME-assisted units will be designated according to the HOME regulations with a 20 year
affordability period;
7. HOME funds shall be repaid by FWAI to the extent FWAI receives repayment from Developer;
8. HOME funds shall be forgiven if all terms and conditions are met, FWAI has not received any
repayment from Developer, and Developer has complied with all City and HOME regulations and
requirements;
9. HOME funds will be provided on a reimbursement basis for eligible costs only; and
10. Development and operation will comply with all HOME Regulations in 24 CFR Part 92 et seq.
The expenditure of HOME funds is conditioned upon the following_
1. Satisfactory underwriting in accordance with federal guidance for use of HOME funds and City
policies for funding of HOME units;
2. Compliance with all HOME requirements contained in 24 CFR Part 92 et seq;
3. Construction and permanent financing acceptable to City;
4. Satisfactory completion of an environmental review pursuant to 24 CFR Part 58;
5. Receipt of authorization to use grant funds from HUD;
6. Receipt of acceptable, fully executed loan documents; and
7. Closing on all other financing for the Project.
UDAG Loan Terms:
1. Loan term to commence on the date of execution and terminate 40 years after project
stabilization. Final payment of principal and accrued, unpaid interest will be due 40 years after
project conversion coterminous with final payment date of permanent loan;
2. Performance period to begin on the date the project status is changed to ��Complete" in the
Integrated Disbursement and Information System (IDIS) and will continue for 5 years thereafter;
3. UDAG funds to be subordinate to any construction/permanent financing, the City's HOME loan, and
any financing provided by the Fort Worth Housing Finance Corporation;
4. Interest rate of zero percent so long as borrower complies with all of the terms of the contract and
loan documents;
5. UDAG funds will be used for eligible construction costs associated with the new multifamily housing
construction;
6. UDAG funds will be used in compliance with all CDBG requirements contained in 24 CFR Part 570,
including but not limited to the Project being located in a CDBG-eligible census tract and will
accomplish the public benefit of furthering a CDBG National Objective of promoting activities that
benefit low-and-moderate income residents;
7. Developer must employ the equivalent of at least 2 full-time positions for Central City residents at
all times during the performance period;
8. UDAG funds shall be repaid by FWAI to the extent FWAI receives repayment from Developer;
9. UDAG funds shall be forgiven if all terms and conditions are met, FWAI has not received any
repayment from Developer, and Developer has complied with all City and CDBG regulations and
requirements; and
10. UDAG funds will be provided on a reimbursement basis for eligible construction costs only.
Staff recommends approving the expenditure and execution of contracts and related loan documents with
FWAI in the amount of $500,000.00 in HOME funds and $360,000.00 in UDAG funds for the construction
costs in support of the Project, approving acceptance of the collateral assignment by FWAI to City of related
loan documents, and approving the assignment of the related HOME and UDAG obligations from FWAI to
the Developer. The Project serves a public purpose by assisting the City in fulfilling its goals under the City's
Comprehensive Plan, Choice Neighborhoods Implementation Grant, Transformation Plan and Consolidated
Plan by providing quality, accessible, affordable housing for low- to moderate- income residents and
supporting economic development and revitalization.
Approval of this M&C would also allow Action Plan funding years to vary and be substituted in order to
expend the oldest grant funds first. Appropriations supporting the HOME loan would come from the annual
program appropriation for the funding years against which the loan is booked. A public comment period for
the 2020-2021 Action Plan was held from July 1, 2020 to July 31, 2020. Any comments received are
maintained by the Neighborhood Services Department.
UDAG Miscellaneous Revenue funds are rental revenues received from the lease of the City-owned parking
garage under General Worth Square (City Secretary Contract No. 11085, as amended and assigned).
UDAG Funds must be used for projects that meet certain CDBG program requirements, including use in a
CDBG-eligible area, qualification as a CDBG economic development project and inclusion of private
investment. Annual revenue from the parking garage is approximately $108,000.00. Currently the City has
an appropriated balance of $185,996.89 in UDAG funds. In addition, the City is in receipt of but has not
appropriated a total of $473,038.04 of UDAG Funds from prior years. After funding this loan, and after all
funds have been appropriated, the garage rental revenues account will have a remaining balance of
approximately $299,034.93. Adoption of the attached appropriation ordinance will appropriate the current
balance of program revenue for use on this $360,00.00 loan, with the balance of appropriated funds to be
programmed to other eligible projects in the future.
In addition to HOME and UDAG funding, the City also committed to providing additional funds from the
Community Development Block Grant (CDBG) fund. Authorization for the use of the CDBG funds for the
Project is being sought through a separate M&C.
The Fort Worth Housing Finance Corporation (FWHFC) approved a resolution in support of the CNI grant
and the Transformation Plan on October 22, 2019. The resolution set aside $1,250,000.00 of FWHFC funds
for construction-to-permanent loans for affordable housing development financing and an additional
$1,250,000.00 specifically for the development of Permanent Supportive Housing. (Resolution No. FWHFC-
2019-06). A portion of these funds is anticipated to be used in support of the Project.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendations and adoption of the
attached appropriation ordinance, funds will be available in the current operating budget, as appropriated, in
the Grants Operating Federal Fund and Grants Operating Other Fund. Neighborhood Services (and
Financial Management Services) will be responsible for the collection and deposit of funds due to the City.
Prior to an expenditure being incurred, the Neighborhood Services has the responsibility to validate the
availability of funds. These are reimbursement and fee for services grants.
TO
Fund Department Account Project Program Activity r Budget Reference # Amount
ID � � I� Year Chartfield 2 �
Submitted for City Manager's Office by_
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
Fernando Costa (6122)
Victor Turner (8187)
Chad LaRoque (2661)
Leticia Rodriguez (7319)
Cowan Place Map.pdf (Public)
FID Table for Cowan Place-Stop-Six CNl.xlsx (CFW Internal)
Form 1295 Certificate 100781814 - FWAI updated.pdf (CFW Internal)
UDAG AO.docx (Public)
Routing and Transmittal Slip
Neighborhood Services
Department
DOCUMENT TITLE: Cowan Place – Fort Worth Affordability, Inc –
HOME Contract - FIRST AMENDMENT to CSC NO. 56159
M&C 21-0499 CPN CSO # 56159 DOC# _
DATE:
1. Chad LaRoque
2. Kacey Bess
3. Leslie L. Hunt
4. Fernando Costa
5. Jannette S. Goodall
6. Allison Tidwell
DOCUMENTS FOR CITY MANAGER’S SIGNTURE:All documents received from any and all
CityDepartments 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 reviewand take the next steps.
NEEDSTO BE NOTARIZED:Yes X No
RUSH:Yes No SAME DAY :Yes No NEXT DAY :Yes No
ROUTINGTO CSO:x Yes No
Action Required:
As Requested Attach Signature, Initial and NotaryTabs
For Your Information
X Signature/Routing and Recording
Comment
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