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HomeMy WebLinkAboutContract 62051CSC No. 62051 AGREEMENT TO COVER WATER AND SEWER IMP ACT FEES This Agreement to Cover Waste and Water Impact Fees ("Contract") is made and entered into by and between the City ofF01t Worth (hereafter "City") and Palladium E Lancaster Avenue, Ltd. (hereafter "Developer"). City and Developer may each be referred to individually as a "Party" and jointly as "the Parties". The Parties state as follows: WHEREAS, City received funds for allowable expenses from the United States Depaitment of the Treasury through the Coronavirus State and Local Fiscal Recovery Funds ("SLFRF") Program, a part of the American Rescue Plan Act ("ARP A"), 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 disprop01tionate .... 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 is constructing a new 243-unit multifamily affordable rental housing development named Palladium E Lancaster, located at 4909 & 5003 E Lancaster Avenue and 4900 & 4808 Norma Street in the City of Fort Worth, which will provide units affordable to households with incomes at or below sixty percent (60%) of Area Median Income and thirty percent (30%) of Area Median Income (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, a total of $125,900 in water and sewer impact fees have been assessed against the Project ("Impact Fees"); and WHEREAS, the City wishes to allocate a portion of its ARP A funds to support this affordable housing project by covering the Impact Fees; 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: AGREEMENT TO COVER WATER AND SEWERIMPACTFEES 4861-8824-5216.vl Page 1 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. DUTIES AND RESPONSIBILITIES OF CITY. City shall provide up to $125,900 of ARPA Funds to cover the Impact Fees on submission of documentation showing actual Impact Fees owed and either paid or payable. 3. DEVELOPER OBLIGATIONS Developer shall submit an invoice reflect the amount of Impact Fees owed and either paid or payable and will utilize all ARPA Funds received from the City for the sole purpose of paying for the Impact Fees. Developer shall submit annual progress reports on the status of the overall Project no later than July 15, 2025 and July 15, 2026. Palladium E Lancaster Avenue SLP, LLC, in consultation with the General Partner of Developer, is authorized to execute this Agreement on behalf of Developer. 4. R�CORD KEEPING Developer shall maintain a record-keeping system as part of its development of the Project. City will have access to, and the right to examine, audit, excerpt and/or transcribe any of Developer's records pertaining to Impact Fees. 5. INDEMNIFICATION AND RELEASE. DEVELOPER COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMI�ESS 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 KIND OR CHA.RACTER, 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 CONT"RACT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES OF THE PROJECT DESCRIBED HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, SUBRECIPIENTS, OR SUBCONTRACTORS OF CITY, BUT NOT FROM THE CITY'S OR CITY'S OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTACTORS ACTUAL GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AND DEVELOPER HEREBY ASSUMES ALL LIABILITY AND ItESPONSIBILITY OF CITY AND ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES FOR ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR AGREEMENT TO COVER WATER AND SEWER IMPACT FEES Page 2 4861-8824-5216.v1 DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KINDS OR CH�RACTER, 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 OPERA.TIONS, 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 SUSCONTRACTORS OF CITY BUT NOT FROM THE CITY'S OR CITY'S OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SU�CONTACTORS ACTUAL GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. 6. 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 �le or facsimile transmission) of an original signature, or signatures electronically inserted via software such as Adobe Sign. [SIGNATURES APPEAR ON NEXT PAGE] AGREEMENT TO COVER WATER AND SEWER IMPACT FEES Page 3 4861-8824-5216.v1 IN WITNESS WHEREOF, the Parties hereby execute this Contract to be effective as of the date this Contract is fully executed. CITY OF FORT WORTH B y: <-j-�Jo�L Fernando Costa, Assistant City Manager APPROVED AS TO FORM ANDLE?�ITY. PALLADIUM E LANCASTER A VENUE, LTD. By: Palladium E Lancas ter Aven ue SLP, LLC Duly authorized signatory �� By: ------------- Thomas E. Huth Date: 9-23-2024------------ ,d?:�-L7?siie L. � nhrrAssistantCity Attorney AGREEMENT TO COVER WATER AND SEWERIMPACTFEES 4861-8824-5216.vl Page 4 City of Fort Worth Contract Compliance Manager: By signing I acknowledge that I am the person responsible For the monitoring and administration of this contract, including Ensuring all performance and reporting requirements. Chad LaRoque, Housing Development and Grants Manager City Secretary: Contract Authorization: M&C:M&C 24-0807 By: ____________________________ Name:Jannette S. Goodall Title: City Secretary City of Fort Worth, Mayor and Texas Council Communication DATE: 09/17/24 M&C FILE NUMBER: M&C 24-0807 LOG NAME: 13ARPA COBB PARK RECLAIM AND IMPACT FEE ALLOCATIONS SUBJECT (ALL) Approve Reductions in Allocations from the American Rescue Plan Act State and Local Fiscal Recovery Funds Totalling $1,528,394.00 from the Cobb Park Road and Parking Improvements Project and from the ARPA Texas A&M Fort Worth Campus Water/Sanitary Sewer Project, Authorize ARPA Allocations Totalling $239,661.00 to Cover Development-Related Fees for Affordable Housing Projects, and Authorize Execution of Agreements with Justins Place and Palladium E Lancaster Avenue, Ltd. or Affiliates Thereof for Such Allocations RECOMMENDATION: It is recommended that the City Council: 1. Approve the reduction of allocations in the American Rescue Plan Act State and Local Fiscal Recovery Funds Revenue Recovery Category by $28,394.00 from the allocation for the Water/Sanitary Sewer Texas A&M Fort Worth Campus project (City Project No. 104855); 2. Approve the reduction of allocations in the American Rescue Plan Act State and Local Fiscal Recovery Funds Non-Revenue Recovery Category by $1,500,000.00 from allocations forthe Cobb Park Road/Parking Improvements project (City Project No. 104476); 3. Approve allocations in the American Rescue Plan Act State and Local Fiscal Recovery Funds Non-Revenue Recovery Category Totalling $239,661.00 for the purpose of funding development related fees for affordable housing projects to be built by for the Justins Place (The Nest) and Palladium E Lancaster Avenue, Ltd. (Palladium East Lancaster); and 4. Authorize execution of agreements with Justins Place and Palladium E Lancaster Avenue, Ltd. of affiliates thereof. DISCUSSION: The purpose of this Mayor & Council Communication (M&C) is to notify City Council of available American Rescue Plan Act (ARPA) State and Local Fiscal Recovery Funds (SLFRF), to authorize the reduction of allocations for initiatives that not able to be completed within the federal deadlines or that are projecting excess revenue, and to reallocate a small portion of the identified balance of non-revenue recovery dollars for development-related costs for two afforable housing developments. The City of Fort Worth received a total ARPA SLFRF allocation of $173,745,090.00, consisting of $87,024,408.00 to be spent in the areas of Public Health and Negative Economic Impacts (Non-Revenue Recovery), and $86,720,682.00 to assist the City of Fort Worth (City) with the provision of governmental services (Revenue Recovery). On June 21, 2021, M&C 21-0445 adopted a framework of the City's priorities for ARPA funding. To-date, City Council has approved projects and reduced allocations totaling $169,618,742.46. That total consists of (i) $86,381,893.50 that has been allocated in the Revenue Recovery category, leaving $338,789.50 unallocated, and (ii) $83,236,848.96 that has been allocated in the Non- Revenue Recovery category, leaving a balance of $3,787,559.04 unallocated. Per U.S. Treasury guidelines, these ARPA funds must be fully obligated by December 31, 2024 and fully expended by December 31, 2026. The City Manager's Office and Financial Management Services Department have been evaluating project timelines and projected residual revenue with Department Directors and Project Managers during Fiscal Year 2024 to identify available amounts and additional uses for ARPA SLFRF funds, as any funds not fully obligated by December 31, 2024 must be returned to the U.S. Treasury. ARPA SLFRF Revenue Recovery Funds ARPA allows local governments to designate a portion of the funds they receive to replace revenue lost as a result of the COVID-19 public health emergency, with such funds eligible to be used for the provision of government services. (Section 603(c)(1)(C) of Title VI of the Social Security Act, added by ARPA). Treasury guidance construing the revenue recovery provision indicates such funds can generally be used for any purpose for which a city could use its own funds, subject to certain narrow exceptions that are not applicable here. On June 27, 2023, and February 27, 2024, Council allocated a total of $646,275.00 in ARPA SLFRF Revenue Recovery funds for water and sewer infrastructure improvements to support the Texas A&M Innovation HUB campus (M&Cs 23-0518 and 24-0180). The Water Department has determined that excess revenue in the amount $28,394.00 is available for recapture and reallocation. Adding this amount to the previously unallocated means there is $367,183.50 in revenue recovery funds available to be programmed with recent adjustments to projects and amounts as follows: Action Amount M&C Previously Reclaimed $3,874,289.50 24-0459 13UPDATE AMERICAN RESCUE PLAN ALLOCATIONS Funds Previous Allocation Previous Allocation Previous Allocation Reclaimed Funds (515,000.00) (2, 020, 500.00) (1,000,000.00) 28,394.00 $367,183.50 ARPA SLFRF Non-Revenue Recovery Funds 24-0458 20201NT IMPROV N. BEACH ST/WESTERN CENTER BLVD APPROPRIATION 24-0496 21 MEADOWBROOK GOLF COURSE MAINTENANCE FACILITY 24-0567 201NTERMODAL PKWY CONSTRUCTION CONTRACT 13ARPA COBB PARK RECLAIM AND IMPACT FEE ALLOCATIONS otal Revenue Recovery Funds Currently Available Responding to the negative health and economic impacts of the coronavirus pandemic is a specifically identified use of ARPA dollars under Section 603(c)(1)(A) of Title VI of the Social Security Act (added by ARPA). Treasury Department guidance specifically notes that these Fiscal Recovery Funds can be deployed for a broad range of uses to mitigate the effects of COVID-19 on local residents and accelerate the community's recovery from the pandemic. The intended outcomes of this program will be to deliver increased access to childcare, healthcare, affordable housing and workforce development. On September 27, 2022, City Council allocated $1,500,000.00 in ARPA SLFRF Non-Revenue Recovery funding category (M&C 22-0789) to support improvements to the road and parking access to Cobb Park. Due to a conflict with an already planned water project anticipated within 18- 24 months that would require demolition to the newly constructed road, City leadership determined it was not prudent to use ARPA SLFRF for the improvements and has requested the reduction of the allocations for that project. The Park & Recreation Department will be responsible for moving expenditures previously incurred off this project so that it can be closed. Two affordable housing projects, The Nest (being constructed by the non-profit Justins Place) and Palladium East Lancaster (owned by the HFC- affiliated Paladium E Lancaster Avenue, Ltd.) have been approved by City leadership to move forward with allocation requests for development- related impact fees totaling $239,661.00. Affordable housing is a key initiative of ARPA. The Nest is a joint project with Tarrant County and will provide 24 units of new, deeply affordable housing, serving single-led households disproportionately impacted by the COVID-19 pandemic by providing holistic, wraparound services focused on self-sustainability and long-term stability in an effort to break the cycle of generational poverty. This project has been allocated City ARPA SLFRF in the amount of $1,500,000.00, and Tarrant County has matched the City's allocation with additional ARPA SLFRF funding in the amount of $1,500,000.00. The allocation amount for development-related fees for The Nest is $113,871.00. Palladium East Lancaster will consist of 243 units, 170 of which will be reserved for households earning 60% or less of Area Median Income (AMI) and 24 deeply-affordable units set aside for households earning no more than 30% AMI. Allocating ARPA SLFRF will help further the goals of providing affordable housing and ensure impact fee funds are available to make necessary water and wastewater improvements for the area's aging infrastructure. The allocation amount for development-related fees for Palladium East Lancaster is $125,790.00. A separate M&C on the September 17, 2024 City Council Agenda, 20ARPA NON-REV TRANSPORTATION ALLOCATIONS will seek authorization of allocations for several transportation projects totalling $2,307,939.00 utilizing the current unallocated amount of Non-Revenue Recovery funds. Assuming approval of both this M&C and the transportation reallocation one, a balance of $2,739,959.04 in Non-Revenue Recovery funds will remain available for reallocation as follows: Action Amount M&C Previously Reclaimed �3,787,560.04 24-0459 13UPDATE AMERICAN RESCUE PLAN ALLOCATIONS Funds Reclaimed Funds 1,500,000.00 13ARPA COBB PARK RECLAIM AND IMPACT FEE ALLOCATIONS (This M&C) Pending Allocation (2,307,939.00) 20ARPA NON-REV TRANSPORTATION ALLOCATIONS (September 17, 2024 Agenda) Pending Allocation (239,661.00) 13ARPA COBB PARK RECLAIM AND IMPACT FEE ALLOCATIONS (This M&C) $2,739,960.04 Total Non-Revenue Recovery Funds Available Summary of ARPA Allocations To-Date The following chart reflects the current status for allocation of the City's ARPA funding under Subtitle M and incorporates both ARPA M&Cs on the September 17, 2024 Council Agenda: M&C's Total CFW ARPA Subtitle M�173,745,090.00 21-0445 2021 AMERICAN RESCUE PLAN Funding Allocations Approved To- 6,000,000.00 21-0794 ARPA-VFW-TDG Date I Allocations Approved To- 1,000,000.00 21-0805 ARPA-ADMINISTRATION Date Allocations Approved To- 4,245,533.42 21-0810 ARPA ALLOCATIONS EVANS & ROSEDALE Date REDEVELOPMENT Allocations Approved To- 2,400,000.00 21-0811 ARPA ALLOCATIONS UNTHSC TECHSTARS Date Allocations Approved To- 10,100,000.00 21-0814 ARPA ALLOCATIONS TO HOUSING AND HUMAN Date SERVICES PROJECTS Allocations Approved To- 3,000,000.00 21-0809 ARPA ALLOCATION CDFI FRIENDLY AMERICA Date Allocations Approved To- 300,000.00 21-0820 ARPA-WRMC MURAL PLAQUES Date Allocations Approved To- 6,400,000.00 21-0935 ARPA-PEG FUNDING-FUTURE CITY HALL Date Allocations Approved To- g,000,000.00 21-0908 ARPA-VACCINATIONS AND TESTING Date Allocations Approved To� 4,560,000.00 21-0913 ARPA-PED\\\\\\\\\\\\\\\ CAPITAL\\\\\\\\\\\\\\\ RESTORE Date Allocations Approved To- 52,000,000.00 21-0934 ARPA-FWCC EXPANSION FUNDING & PROJECT Date MANAGEMENT Allocations Approved To- 3,000,000.00 22-0268 ARPA CENTER FOR TRANSFORMING LIVES Date Allocations Approved to- 5,000,000.00 22-0270 ARPA ALLOCATION FOR PERMANENT SUPPORTIVE Date HOUSING Allocations Approved to- 7,091,047.00 22-0368 ARPANEIGHBORHOOD WIFI CARES Date RATIFICATION/ARPA ALLOCATION Allocations Approved to- 3,595,000.00 22-0366 ARPA INFRASTRUCTURE PROGRAM Date Allocations Approved to- 3,675,000.00 22-0367 ARPA CYBERSECURITY PROGRAM Date Allocations Approved to- 16,000,000.00 22-0789 MMA INFRASTRUCTURE — STREETLIGHTS & Date PEDESTRIAN SAFETY Allocations Approved to- 2,500,000.00 22-0789 MMA INFRASTRUCTURE — COBB & HIGHLAND HILLS Date PARKS Allocations Approved to- 3,200,000.00 22-0789 TARRANT AREA FOOD BANK FACILITY Date Allocations Approved to- 2,000,000.00 22-0789 POLICE AND FIRE COVID WORKER'S Date COMPENSATION CLAIMS Allocations Approved to- 1,458,372.00 22-0789 POLICE COVID HEALTH EXPENDITURES Date Allocations Approved to- 750,000.00 22-0789 VISIT FORT WORTH SPECIAL EVENT FUNDING Date Allocations Approved to- 4,411,080.00 22-0789 UNITED WAY ONE SECOND COLLABORATIVE Date Allocations Approved to- g,000,000.00 22-0789 DEEPLY AFFORDABLE HOUSING INFRASTRUCTURE Date & DRAINAGE Allocations Approved to- 1,500,000.00 22-0789 FORT WORTH ZOO ROAD REPAIR, EROSION Date CONTROL,BROADBAND Allocations Approved to- 200,000.00 22-0789 TX WESLEYAN ON-CAMPUS PUBLIC UTILITY Date RELOCATION Allocations Approved to- 1,925,000.00 22-0789 WILL ROGERS MC AIR HANDLER REPLACEMENT Date Allocations Approved to- 5,950,000.00 22-0789 WILL ROGERS MC CONCOURSE, LOBBY AND Date RESTROOM UPDATES Allocations Approved to- 2,000,000.00 23-0284 ARPA FWTC INNOVATION PARTNERSHIP Date Allocations Approved to- 50,000.00 23-0518 WSTAMUS ILA Date Previously Reclaimed (4,216,902.00) 23-0609 Allocations ARPA\\\ CENTRAL\\\ MULTIMODAL\\\ MOBILITY\\\ HUB itions Approved to- itions Approved to- itions Approved to- imed Allocations itions Approved to- itions Approved to- itions Approved to- ng Allocations ng Allocations ocated balance $100,000.00 4,500,00O.00IICITY \ CENTRAL\\\ MULTIMODAL\\\ MOBILITY\\\ HUB 5 RFP 22-0146 BROADBAND ENHANCEMENTS CH 596,275.00 24-0180 WSTAMUS-MCO i,207,162.96) 24-0459 13UPDATE AMERICAN RESCUE PLAN ALLOCATIONS $515,000.00 24-0458 20201NT IMPROV N. BEACH ST/WESTERN CENTER BLVD APPROPRIATION 2,020,500.00 24-0496 21 MEADOWBROOK GOLF COURSE MAINTENANCE FACILITY 1,000,000.00 24-0567 201NTERMODAL PKWY CONSTRUCTION CONTRACT 2,307,939.00 20ARPA NON-REV TRANSPORTATION ALLOCATIONS (1,288,733.00) 13ARPA COBB PARK RECLAIM AND IMPACT FEE ALLOCATIONS (This M&C) $3,107,141.54 Forthcoming M&Cs will be presented to Council to request approval for the allocation of the remaining unallocated balances. ARPA projects are located Citywide. FISCAL INFORMATION / CERTIFICATION: The Director of Finance certifies that funds are available in the Grants Operating Federal Fund, and upon approval of the above recommendations, funds will be available in the current operating budget, as previously appropriated, of the Grants Operating Federal Fund's American Rescue Plan Act project. Prior to any expenditure being incurred, the participating department shall be responsible for ensuring funds are available and that only expenditures allowable under the American Rescue Plan Act are charged to the ARPA funding source. Submitted for City Manager's Office bk Reginald Zeno 8517 Originating Business Unit Head: Additional Information Contact: Reginald Zeno 8517 Kate Perry 2234 Expedited Routing and Transmittal Slip Neighborhood Services Department DOCUMENT TITLE: ARPA Palladium E Lancaster Agreement to Cover Water/Sewer Impact Fees M&C 24-0807 CPN CSO #DOC# _ DATE: TO: INITIALS DATE OUT 1. Chad LaRoque 2. Ronald Gonzales 3. Jannette Goodall 4. Allison Tidwell All documents received from any and all City APPROPRIATE ACM for approval first. Once the ACM has signed the routing slip, David will review and take the next steps. NEEDSTO BE NOTARIZED:Yes X No RUSH:Yes No SAME DAY :Yes No NEXT DAY :XYes No ROUTINGTO CSO:X Yes No Action Required: As Requested and Notary Tabs For Your Information X Attach Signature × Signature/Routingand or Recording Comment File Return to: Please call Virginia Villalobos at ext. 7744 or email for pick up when completed. Thank you.