HomeMy WebLinkAboutContract 62001STATE OF TEXAS
COUNTY OF TARRANT
Contract No. 62001
AMERICAN RESCUE PLAN ACT AGREEMENT BETWEEN THE CITY OF FORT
WORTH, TEXAS AND FORT WORTH HOUSING SOLUTIONS
This contract ("Contract") is made and entered into by and between the City of Fort Worth
(hereafter "City") and The Housing Authority of the City of Fort Worth dba Fort Worth Housing
Solutions, a Texas Municipal Housing Authority (hereafter "Developer"). City and Fort Worth
Housing Solutions 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, the City, through M&C 22-0270, dedicated $5 million in ARPA funding for
permanent supportive housing (PSH ARPA);
WHEREAS, Developer requested to use PSH ARPA to rehabilitate and develop 55 units
of deeply affordable housing units reserved for families experiencing homelessness in a project
referred to as `Casa de los Suenos' (the "Project");
WHEREAS, Developer agrees that potential residents must be and referred to the Project
through coordinated entry;
WHEREAS, the Project is a collaborative effort among the City, Tarrant County, the Fort
Worth Housing Finance Corporation, Fort Worth Housing Solutions, and Ojala Development
Set -vices, LLC to address the significant increase in family homelessness;
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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WHEREAS, the City reallocated a total of $578,001.00 of the PSH ARPA 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 24-0475).
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:
Affordability Period means the period of time that 55 units of deeply affordable housing must
be reserved for families experiencing homelessness and referred to the Project through coordinated
entry.
The Affordability Period for this Project is 20 years. The Affordability Period begins on
the date the final Certificate of Occupancy for the Project is issued.
ARPA means American Rescue Plan Act.
ARPA Funds means the SURF funds received by the City as part of ARPA and granted by
City to Developer 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.
ARPA Requirements means construction of the Required Improvements as set forth herein, and
such other obligations of Developer to be performed for the duration of the Affordability Period
pursuant to the terms of this Contract and material compliance with ARPA regulations and other
City Requirements further described in Exhibit "G.".
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.
City Requirements means all ordinances, policies, standards, specifications and obligations
prescribed by the City applicable to the development, activity, work, or construction undertaken
pursuant to this Contract.
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Complete Documentation means the following documentation as applicable:
1. Attachments I and II of Exhibit "F", with supporting documentation as follows:
a. Proof of expense: invoices, 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 Developer.
b. Proof of payment: cancelled checks, bank statements, or wire transfer
documentation necessary to demonstrate amounts due from and paid by Developer.
2. Other documentation: (i) final lien releases signed by the general contractor,
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 "H" — Standards
for Complete Documentation.
Completion means the substantial completion of the Required Improvements as evidenced by a
Neighborhood Services Department inspection and any other applicable final inspection approvals
from the City showing that the Required Improvements have met City requirements.
Completion Deadline means November 15, 2025.
Deed of Trust means the deed of trust from Developer in favor of City covering the Property and
securing the indebtedness evidenced therein as well as Developer's performance of the
requirements of this Contract and of the ARPA Regulations, as the same may be extended,
amended, restated, supplemented or otherwise modified from time to time. The form of the Deed
of Trust is attached as part of Exhibit "E" — Loan Documents:
Developer means the Housing Authority of the City of Fort Worth dba Fort Worth Housing
Solutions.
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.
Literally Homeless means an individual or family who lacks a fixed, regular, and adequate
nighttime residence as described in Exhibit "A" —Project Summary and Scope of Work.
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 Developer's performance
of the ARPA Requirements and the City Requirements, as the same may from time to time be
extended, amended, restated, supplemented or otherwise modified.
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Loan means the ARPA Funds provided to Developer by City in the form of a forgivable, deferred
payment loan under the terms of this Contract as more particularly described in the Loan
Documents.
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 Developer
payable to the order of City as the same may be extended, amended, restated, supplemented or
otherwise modified from time to time. The form of the Promissory Note is 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 all of the construction necessary to provide deeply
affordable housing units, as described in the attached Exhibit "A" - Project Summary and Scope
of Work.
3. TERM.
3.1 Term of Contract.
The term of this Contract is one year 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 tetras and conditions of this Contract and the
Loan Documents have been met.
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4. DUTIES AND RESPONSIBILITIES OF CITY.
4.1. Provide ARPA Funds.
City shall provide up to $578,001.00 of ARPA Funds to Developer 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 Developer 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 Developer is complying with the
ARPA Regulations and the City Requirements.
5. DEVELOPER OBLIGATIONS
5.1 Construction of Required Improvements.
Developer 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.
5.2 Use of ARPA Funds.
5.2.1. Compliance with ARPA Regulations and Contract.
Developer 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
Developer.
5.2.2 Budget.
Developer agrees that ARPA Funds will be paid on a reimbursement basis in accordance
with Exhibit "B" — Budget and Exhibit "C" — Construction and Reimbursement Schedule.
Developer may increase or decrease line item amounts 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 Project Budget.
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5.2.3.1 Developer 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 Developer agrees to utilize the ARPA Funds to supplement rather than
supplant funds otherwise available for the Project.
5.3 Pavment of ARPA Funds to Developer and Repayment.
5.3.1 ARPA Funds will be reimbursed to Developer 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 Developer shall remain with City.
5.3.2 The ARPA Funds shall bear no interest and are not subject to repayment so long as
Developer 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 Intentionally Omitted.
5.5 Identify Proiect Expenses Paid with ARPA Funds.
Developer 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 Payment of ARPA Funds.
Within 90 days of Completion, Developer 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 Developer identifying all or any portion of the ARPA Funds that City has not been paid to
DEVELOPER. Once City has met all of its obligations for payment of ARPA Funds hereunder,
an officer of Developer shall sign an acknowledgement of same.
5.7 Security for Citv's Interest and Developer's Performance.
To secure City's interest in the Required Improvements and the performance of
Developer's obligations hereunder, Developer 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.
Developer 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.
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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) Developer provides the City with annual reports during the
Access Period (Section 8.1) and (ii) Developer is not otherwise in default
of the Loan Documents.
5.7.1.9 Early repayment of the ARPA Loan shall not relieve Developer 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 Developer of its obligations under
this Contract and the Loan Documents.
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 unit must be leased to an income -eligible household.
5.7.1.13 Failure by Developer 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 Developer 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 tennination 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.
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6. CONSTRUCTION.
6.1. Construction Schedule.
Developer shall construct or cause to be constructed the Required Improvements in
accordance with the schedule set forth in the attached Exhibit "C" — Construction and
Reimbursement Schedule. Developer 's failure to meet the Construction Schedule (as it may
be modified in accordance with Section 14.19) or the Completion Deadline shall be an event of
default under this contract. Subject to Section 14.19, Developer may not change the Construction
Schedule without the Director's prior written approval, which approval shall be in the Director's
sole, reasonable discretion.
6.1.1 Construction Inspections.
The construction of the Required Improvements must be awarded a Certificate of
Occupancy issued by the City.
6.2 Applicable Laws, Building Codes and Ordinances.
The Plans for the Required Improvements shall (i) conform to all applicable federal, state,
City and local laws, ordinances, codes, rules and regulations, including the ARPA Regulations,
and (ii) meet all City building codes.
6.3 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 Responsibility.
Approval of the Plans by City shall not constitute or be deemed (i) to be a release of the
responsibility or liability of Developer or any of its subrecipients, architects, contractors,
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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 Developer 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.
Developer 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. Developer shall require all subrecipients, subcontractors, or vendors in
the construction of the Required Improvements are not debarred or suspended from performing
the contractor's, subcontractor's or vendor's work by the City, the State of Texas, or the Federal
government. Developer understands and acknowledges that 24 CFR Part 85.35 forbids
Developer from hiring or continuing to employ any contractor, subcontractor or vendor that
is listed on the Federal Excluded Parties List System for Award Management, www.sam.gov
("SAM"). Developer shall confirm by search of SAM that all contractors, subrecipients,
subcontractors or vendors are not listed as being debarred, both prior to hiring and prior to
submitting a Reimbursement Request which includes invoices from any such contractor,
subrecipients, subcontractor or vendor. Failure to submit such proofs of search shall be an
event of default. In the event that City determines that any contractor, subrecipient, subcontractor
or vendor has been debarred, suspended, or is not properly licensed, Developer 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.
Developer 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.
Developer 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 REOUIREMENTS.
Developer understands and agrees to comply with all requirements of the ARPA
Regulations, including but not limited to the following:
7.7 DEVELOPER Procurement Standards.
Developer shall comply, if applicable, and shall require all recipients of the ARPA Funds
to comply with all applicable federal, state and local laws, regulations, and ordinances for making
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procurements under this Contract. In addition to the conflict of interest provisions in Section
14.13.3, Developer shall establish written procurement procedures to ensure that materials and
services are obtained in a cost-effective manner and that provides for full and open competition.
When procuring materials and services for this Contract, Developer shall comply at a minimum
with the procurement standards in 2 CFR Part 200.317 through Part 200.326.
7.7.1 Contracts in excess of $10,000.00 made by Developer or any subrecipient using
ARPA Funds must address termination for cause and convenience including the manner by which
such termination shall be affected and the basis for settlement of the terminated contract, if any, as
required by Appendix II (B), 2 CFR Part 200.
7.7.2 Developer shall not make any contract with parties listed on the government wide
System for Award Management, www.sam.gov ("SAM"). Developer 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.
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.
Developer agrees to comply with 2 CFR Part 200. Developer also agrees to adhere to the
accounting principles and procedures required therein, utilize adequate internal controls, and
maintain necessary supporting and back-up documentation for all costs incurred in accordance
with 2 CFR Part 200.302 and Part 200.303.
7.10 Uniform Administrative Requirements, Cost Principles, and Audit
Requirements.
Developer shall comply with the Uniform Administrative Requirements, Cost Principles,
and Audit Requirements for Federal Awards in 2 CFR Part 200, as applicable, or any reasonably
equivalent procedures and requirements that City may require.
7.11 Compliance with FFATA and Whistleblower Protections.
Developer shall provide City with all necessary information for City to comply with the
requirements of 2 CFR 300(b), including provisions of the Federal Funding Accountability and
Transparency Act ("FFATA") governing requirements on executive compensation and provisions
governing whistleblower protections contained in 10 U.S.C. 2409, 41 U.S.C. 4712, 10 U.S.C.
2324, 41 U.S.C. 4304 and 41 U.S.C. 4310.
7.12 Internal Controls.
In compliance with the requirements of 2 CFR Part 200.303, Developer shall:
7.12.1 Establish and maintain effective internal controls that provide reasonable assurance
that Developer is ensuring the work that is being reimbursed using ARPA Funds is being
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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 Developer considers
sensitive consistent with applicable federal, state, local and tribal laws regarding privacy and
obligations of confidentiality.
7.13 CopvrWht 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 Developer 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 Developer or any subcontractor's or subrecipient's
performance under this Contract.
7.14 Terms Applicable to Contractors, Subcontractors, Subrecipients and
Vendors.
Developer understands and agrees that all terms of this Contract, whether regulatory or
otherwise, shall apply to each contract, loan, or other documents related to the transfer, payment,
or Loan of the ARPA Funds, any and all contractors, subcontractors, subrecipients, and vendors
of Developer which are in any way paid with ARPA Funds or who perform any work in connection
with the Project. For all contracts or subcontracts entered into following the Effective Date,
Developer shall cause all applicable provisions of this Contract to be included in and made a part
of any contract or subcontract executed in the perfonnance of its obligations hereunder, including
its obligations regarding the performance requirements, City requirements listed herein, and the
ARPA Regulations (collectively the "Obligations"). Developer shall monitor the services and
work performed by its contractors, subrecipients, subcontractors and vendors on a regular basis
for compliance with the Obligations. Developer shall be responsible and obligated to cure all
violations of the Obligations committed by its contractors, subcontractors, subrecipients, or
vendors. City maintains the right to insist on Developer's full compliance with the terns of the
Obligations and Developer shall be responsible for such compliance regardless of whether actions
to fulfill the Obligations are taken by Developer or by Developer's contractors, subcontractors,
subrecipients, or vendors. Developer acknowledges that the provisions of this Section shall
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survive the earlier termination or expiration of this Contract.
7.15 Intentionallv Omitted.
7.16 Conflict of Interest Disclosure.
In accordance with the requirements of Section 14.13.2.1 and 14.13.4, Developer shall
establish conflict of interest policies for federal awards. Developer shall disclose to City in writing
any potential conflict of interest.
8. RECORD KEEPING, REPORTING AND DOCUMENTATION
REOUIREMENTS. AUDIT.
8.1 Record Keeping.
Developer shall maintain a record -keeping system as part of its performance of this
Contract and shall promptly provide City with copies of any document City deems necessary for
the effective fulfillment of City's monitoring and evaluation responsibilities. Specifically,
Developer will keep or cause to be kept an accurate record of all actions taken and all funds spent,
with supporting and back-up documentation. Developer will maintain all records and
documentation related to this Contract for 5 years after the expiration of the Affordability Period,
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 Developer's records pertaining to all matters covered by this Contract throughout the Access
Period. Such access shall be during regular business hours and upon at least 48 hours' prior notice.
8.2 Reuorts.
Throughout the Affordability Period, Developer shall submit to City or cause to be
submitted to City, all reports and documentation described in this Contract in such form provided
in Exhibit "I" and other reasonable forms 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 Developer 45 days' notice of such failure and
Developer has failed to cure such default.
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8.2.1 Additional Information.
Developer shall provide City with additional information as may be required to substantiate
ARPA activities and/or expenditure eligibility.
8.3 Change in Reporting Requirements and Forms.
City retains the right to change reporting requirements and forms at its reasonable
discretion. City will notify Developer in writing at least 30 days prior to the effective date of such
change, and the Parties shall execute an amendment to the Contract reflecting such change, if
necessary.
8.4 City Reserves the Right to Audit.
City reserves the right and Developer agrees for City to perform an audit of the Project
operations and finances at any time during the term of the Access Period, if City determines that
such audit is necessary for City's compliance with the ARPA Regulations or other City policies.
Developer further agrees to allow access to all pertinent materials as described herein. If such
audit reveals a questioned practice or expenditure, Developer shall require that such questions must
be resolved within 15 Business Days after notice to Developer of such questioned practice or
expenditure. If questions are not resolved within this period, City reserves the right to withhold
further funding under this Contract. IF AS A RESULT OF ANY AUDIT IT IS DETERMINED
THAT DEVELOPER OR ANY SUBCONTRACTOR, SUBRECIPIENT, OR VENDOR OF
DEVELOPER HAS FALSIFIED ANY DOCUMENTATION OR MISUSED, MISAPPLIED
OR MISAPPROPRIATED ARPA FUNDS OR SPENT ARPA FUNDS ON ANY
INELIGIBLE ACTIVITIES, DEVELOPER AGREES TO REIMBURSE CITY THE
AMOUNT OF SUCH MONIES.
9. REIMBURSEMENT REOUIREMENTS.
Developer shall provide City with Complete Documentation and the following reports as
shown in Exhibit "F" — Reimbursement Forms with each Reimbursement Request:
9.1 Attachment I — Invoice.
This report shall contain the amount requested for reimbursement in the submitted request,
and the cumulative reimbursement requested to date (inclusive of the current request). This report
must be signed by an authorized signatory of Developer. By signing Attachment I, Developer is
certifying that the costs are valid, eligible, and consistent with the terms and conditions of this
Contract, and the data contained in the report is true and correct.
9.2 Attachment II — Expenditure Worksheet.
This report shall itemize each expense requested for reimbursement by Developer. In order
for this report to be complete the following must be submitted:
9.2.1 Invoices for each expense with an explanation as to how the expense pertains
to the Project, if necessary;
9.2.2 Conditional and unconditional lien releases, as appropriate, from I" tier
subcontractors; and
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9.2.3 Proof that each expense was paid by Developer, which proof can be
satisfied by cancelled checks, wire transfer documentation, paid receipts or
other appropriate banking documentation.
9.3. Deadline for Submitting Reimbursement Requests.
All Reimbursement Requests along with Complete Documentation shall be submitted by
Developer to City within 60 days from each of the deadlines as shown in Exhibit "C" —
Construction and Reimbursement Schedule.
9.3.1 CITY SHALL HAVE NO OBLIGATION TO PAY ANY
REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 60
CALENDAR DAYS OF THE DEADLINES SHOWN IN EXHIBIT "C" —
CONSTRUCTION AND REIMBURSEMENT SCHEDULE. In addition,
Developer's failure to timely submit Reimbursement Requests and
Complete Documentation along with any required reports shall be an event of
default.
9.3.2 CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT ON
ANY REIMBURSEMENT REQUEST THAT IS NOT RECEIVED
WITHIN 30 CALENDAR DAYS OF THE COMPLETION DEADLINE.
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 Payment.
CITY SHALL WITHHOLD PAYMENT ON ANY REIMBURSEMENT
REQUEST THAT DOES NOT INCLUDE THE REQUIRED COMPLETE
DOCUMENTATION. City shall notify Developer when it is withholding payment due to lack
of required complete documentation within 10 Business Days of making such determination.
9.4.1 FINAL REIMBURSEMENT SHALL NOT BE MADE UNTIL ALL
LIENS ARE RELEASED TO CITY'S REASONABLE SATISFACTION.
9.5 Timing of Payment.
Provided that Developer submits Complete Documentation in conformance with the
requirements of this Contract, City will reimburse Developer for eligible expenses within 30
calendar days of receipt of the accepted Request for Reimbursement.
10. Intentionally Omitted.
11. DEFAULT AND TERMINATION.
11.1 Failure to Begin or Complete the Required Improvements.
11.1.1 Failure to begin construction on the Required Improvements within 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.
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11.1.2 If City determines that the Required Improvements were not completed by the
Completion Deadline (as may be modified in accordance with Section 14.19) or have failed to pass
any of the inspections described in Section 6.1.1 (or to promptly correct any noted deficiency and
subsequently pass such inspection), within 45 calendar days following written notice by City (or
such other longer notice period as may be specified herein), or if Developer has diligently and
continuously attempted to cure following receipt of such written notice but reasonably required
more than 45 calendar days to cure, as determined by both Parties mutually and in good faith, City
shall have the right to terminate this Contract with no penalty or liability to City, with such
termination to be effective immediately upon written notice. City shall also be entitled to demand
repayment of the ARPA Funds from Developer to be paid within 30 days' after receiving such
demand and enforce any of the provisions for default.
11.2 Failure to Submit Complete Documentation During Construction.
11.2.1 If Developer fails to submit all applicable Complete Documentation during
construction of the Required Improvements in accordance with Exhibit "C" — Construction and
Reimbursement Schedule, or if any report or documentation submitted as part of Complete
Documentation is not in compliance with this Contract or the ARPA Regulations as determined
by City, City will notify Developer in writing and Developer will have 15 calendar days from the
date of the written notice to submit or resubmit any such report or documentation. If Developer
fails to submit or resubmit any such report or documentation within such time, City shall have the
right to withhold payments. If such failure continues for an additional 30 days (a total of 45 days)
City shall have the right to terminate this Contract effective immediately upon written notice
of such intent with no penalty or liability to City and may demand repayment of all ARPA
Funds disbursed to be repaid to City by Developer within 30 days of receipt of such notice.
Developer acknowledges that notwithstanding anything to the contrary herein, City will not be
required to pay any ARPA Funds to Developer during the period that any such report or
documentation is not in compliance with this Contract or the ARPA Regulations.
11.2.2 If any of Developer's Reimbursement Requests are incomplete or otherwise not
in compliance with this Contract or ARPA Regulations as determined by City, Developer shall be
in default of this Contract. City will notify Developer in writing of such default and the Developer
will have 15 calendar days from the date of the written notice to resubmit any such Reimbursement
Request to cure the default. If the Developer fails to cure the default within such time, Developer
shall forfeit any payments otherwise due under such Reimbursement Request. If such failure to
resubmit such Reimbursement Request continues for an additional 30 days (a total of 45 days), the
City shall have the right to terminate this Contract effective immediately upon written notice
of such intent with no penalty or liability to City and may demand repayment of all ARPA
Funds disbursed to be repaid to City by Developer within 30 days of receipt of such notice.
Notwithstanding anything to the contrary herein, City will not be required to pay any ARPA Funds
to Developer during the period that any such Reimbursement Request is not in compliance with
this Contract or the ARPA Regulations.
11.2.3 Developer acknowledges that in the event of more than 3 instances of uncured
default under Sections 11.2.1 or 11.2.2 which have a material adverse impact on the Project, City
reserves the right at its sole option to terminate this Contract effective immediately upon written
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Fort Worth Housing Solutions -Casa de los Suenos Page 15
notice of such intent with no penalty or liability to City and may demand repayment of all ARPA
Funds by Developer to the City within 30 days of receipt of such demand.
11.2.4 Developer acknowledges that notwithstanding anything to the contrary herein,
City will not be required to pay any ARPA Funds to Developer during the period that any
Reimbursement Requests, reports or documentation are past due or are not in compliance with this
Contract or the ARPA Regulations, or during any period during which Developer is in default of
this Contract.
11.2.5 Developer acknowledges that in the event of termination under this Section
11.2, all ARPA Funds awarded but unpaid to Developer pursuant to this Contract shall be
immediately forfeited and Developer shall have no further right to such funds, and any ARPA
Funds already paid to Developer must be repaid to City by Developer within 30 days of receipt of
the notice of termination under this Section. Failure to repay such ARPA Funds will result in
City exercising all legal remedies available to City under or pursuant to this Contract. For
clarification, the defaults and related remedies set out in this Section 11.2 are not intended to arise
from mathematical errors or other minor defects in a Reimbursement Request.
11.3 Failure to Maintain or Submit Required Reports and Documentation
During Access Period.
If Developer fails to maintain all records and documentation as required in Section 9, or
fails to submit any report or documentation required by this Contract after the Required
Improvements are completed, or if the maintained or submitted report or documentation is not in
compliance with this Contract or the ARPA Regulations as determined by City, City will notify
Developer in writing and Developer will have 45 calendar days from the date of the written notice
to obtain or recreate the missing records and documentation, or submit or resubmit any such report
or documentation to City. If Developer fails to maintain the required reports or documentation, or
submit or resubmit any such report or documentation within such time, City shall have the right to
terninate this Contract effective immediately upon written notice of such intent with no penalty
or liability to City. In the event of termination under this Section 11.3, any ARPA Funds paid to
Developer must be repaid to City within 30 days of termination under this Section, or at City's
election Developer must repay City in accordance with the provisions of Section 5.3.2. Failure to
repay will result in City exercising all legal remedies available to City under or pursuant to this
Contract.
11.4 In General.
11.4.1 Developer acknowledges that subject to Sections 11.1, 11.2 and 11.3, and
unless specifically provided otherwise in this Contract, Developer shall be in default if Developer
breaches any term or condition of this Contract. In the event that such a breach remains uncured
after 45 calendar days following written notice by City (or such other longer notice period as may
be specified herein), or if Developer has diligently and continuously attempted to cure following
receipt of such written notice but reasonably required more than 45 calendar days to cure, as
detennined by both Parties mutually and in good faith, City shall have the right to elect, in City's
sole discretion, to (i) extend Developer's, time to cure, (ii) terminate this Contract effective
immediately upon written notice of such intent to Developer , or (iii) pursue any other legal
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remedies available to City.
11.4.2 Developer acknowledges that City's remedies include but are not limited to:
11.4.2.1 Direct Developer, in City's sole discretion, to prepare and follow a
schedule of actions for carrying out the affected activities, consisting
of schedules, timetables and milestones necessary to implement the
affected activities.
11.4.2.2 Direct Developer, in City's sole discretion to establish and follow a
management plan that assigns responsibilities for carrying out the
remedial activities.
11.4.2.3 Cancel or revise activities likely to be affected by the performance
deficiency before expending ARPA Funds for the activities.
11.4.2.4 Reprogram ARPA Funds that have not yet been expended from
affected activities to other eligible activities or withhold ARPA
Funds.
11.4.2.5 Direct Developer, in City's sole discretion to reimburse City in the
amount of ARPA Funds.
11.4.2.6 Suspend reimbursement of ARPA Funds for affected activities.
11.4.2.7 Any other appropriate action including but not limited to any
remedial action legally available such as declaratory judgment,
specific performance, damages, temporary or permanent
injunctions, termination of this Contract, and any other available
remedies.
11.4.3 Developer acknowledges that in the event of termination under this Section
11.4, all ARPA Funds awarded but unpaid shall be immediately rescinded and Developer shall
have no further right to such funds and any ARPA Funds already paid to Developer must be repaid
by Developer to City, within 30 days of tennination. Failure to repay such ARPA Funds will
result in City exercising all legal remedies available to City under or pursuant to this
Contract.
11.5 No Funds Disbursed While in Breach.
Developer acknowledges and agrees that no ARPA Funds will be paid to Developer until
all defaults are cured to City's satisfaction.
11.6 No Compensation After Date of Termination.
Developer acknowledges that in the event of tennination, Developer shall not receive any
ARPA Funds in compensation for work undertaken after the date of termination.
11.7 Rights of Citv Not Affected.
Developer acknowledges that termination shall not affect or terminate any of the existing
rights of City against Developer, or which may thereafter accrue because of such default, and this
section shall be in addition to any and all other rights and remedies available to City under the law
and various loan documents including, but not limited to, compelling Developer to complete the
Required Improvements in accordance with the terms of the Contract. Such tennination does not
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Fort Worth Housing Solutions -Casa de los Suenos Page 17
terminate any applicable provisions of this Contract that have been noted as surviving the term or
termination of this Contract. No delay or omission by City in exercising any right or remedy
available to it under this Contract shall impair any such right or remedy or constitute a waiver or
acquiescence in any Developer default.
11.8 Waiver of Breach Not Waiver of Subsequent Breach.
The waiver of a breach of any term, covenant, or condition of this Contract shall not operate
as a waiver of any subsequent breach of the same or any other teen, covenant or condition hereof.
11.9 Civil, Criminal and Administrative Penalties.
Developer acknowledges that failure to perform all the Contract terms or terms in the
various loan documents may result in civil, criminal or administrative penalties, including, but not
limited to those set out in this Contract.
11.10 Termination for Cause.
11.10.1 Developer acknowledges that City may terminate this Contract in the event of
default under this Contract, inability or failure to perform, subject to notice, grace and cure periods.
In the event City terminates this Contract for cause, all ARPA Funds awarded but unpaid to
Developer pursuant to this Contract shall be immediately rescinded and Developer shall have no
further right to such funds and any ARPA Funds already paid to Developer must be repaid to City
by Developer within 30 calendar days of termination. Failure to repay such ARPA Funds will
result in City exercising all legal remedies available to City under or pursuant to this Contract. IF
CITY TERMINATES THIS CONTRACT FOR CAUSE, NEITHER DEVELOPER NOR
ANY AFFILIATES OF DEVELOPER SHALL BE CONSIDERED FOR ANY OTHER
CITY CONTRACT FOR ARPA FUNDS FOR A MINIMUM OF 5 YEARS FROM THE
DATE OF TERMINATION.
11.10.2 Developer may terminate this Contract if City does not provide the ARPA Funds
substantially in accordance with this Contract. In such event, the termination of the Contract shall
have the effect of returning the Parties to their respective circumstances as existed prior to the
execution of this Contract, and no terms or obligations shall survive the date of termination. For
avoidance of doubt, if any ARPA Funds were provided to Developer prior to the effective date of
termination under this section 11.10.2, Developer shall repay any and all ARPA Funds provided
by City to Developer within 30 days of the date of termination. Failure to repay the ARPA Funds
may result in the City taking legal action against Developer.
11.11 Termination for Convenience.
In terminating in accordance with 2 CFR 200, Appendix II, this Contract may be terminated
in whole or in part only as follows:
11.11.1 By City with the consent of Developer in which case the Parties shall agree
upon the termination conditions, including the effective date and in the case of partial termination,
the portion to be terminated; or
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11.11.2 By Developer with written notification to City setting forth the reasons for such
termination, the effective date, and in the case of partial termination, the portion to be terminated.
In the case of a partial termination, City may terminate the Contract in its entirety if City
detennines in its sole discretion that the remaining portion of the Contract to be performed or
ARPA Funds to be spent will not accomplish the purposes for which this Contract was made. For
avoidance of doubt, if any ARPA Funds were provided to Developer prior to the effective date of
termination under this section 11.11.2, Developer shall repay any and all ARPA Funds provided
by City to Developer within 30 days of the date of termination. Failure to repay the ARPA Funds
may result in the City taking legal action against Developer.
11.12 Intentionally Omitted.
11.13 Reversion of Assets.
In the event this Contract is terminated with or without cause by either party, all tangible
personal property owned by Developer or any contractors, subcontractors, subrecipients, or
vendors that was acquired or improved with the ARPA Funds included but not limited to plans,
drawings, surveys, renderings, construction documents and any other personal property shall
belong to City and shall automatically transfer to City or to such assignees as City may designate.
11.14 Intentionally Omitted.
11.15 Non -Appropriation of Funds.
In the event no funds or insufficient funds are appropriated by City in any fiscal period
for any payments due hereunder, City will notify Developer of such occurrence and this Contract
will terminate on the last day of the fiscal period for which appropriations were received without
penalty or expense to City of any kind whatsoever, except as to the portions of the payments
herein agreed upon for which funds have been appropriated.
11.16 Dissolution of DEVELOPER Terminates Contract.
In the event Developer is dissolved or ceases to exist, this Contract shall terminate. In the
event of termination under this Section, all ARPA Funds are subject to repayment and/or City may
exercise all of its remedies under or pursuant to this Contract.
12. REPAYMENT OF FUNDS.
All ARPA Funds are subject to repayment in the event the Project does not meet the
requirements as set out in this Contract or in the ARPA Regulations. If DEVELOPER or any
contractor, subcontractor, subrecipient, or vendor takes any action that results in City being
required to repay all or any portion of the ARPA Funds, Developer agrees it will reimburse
City for the full amount of such repayment within thirty days of such notice.
13. MATERIAL OWNERSHIP CHANGE.
Developer acknowledges that if Developer materially changes after the date of this
Contract, City may, but is not obligated to, terminate this Contract. Developer acknowledges that
City has 30 days to make such determination after receipt of notice from Developer, and failure to
make such determination in that time period will constitute a waiver. Developer acknowledges
that in the event of termination under this Section 13, all ARPA Funds awarded but not yet paid to
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Developer pursuant to this Contract shall be immediately rescinded and Developer shall have no
further right to such funds, and any ARPA Funds already paid to Developer must be repaid to City
within 30 days of termination under this Section in accordance with the terms of this Contract.
14. GENERAL PROVISIONS.
14.1 Developer an Independent Contractor.
Developer shall operate hereunder as an independent contractor and not as an officer, agent,
servant or employee of City. Developer shall have exclusive control of, and the exclusive right to
control, the details of the work and services performed hereunder, and all persons performing
same, and shall be solely responsible for the acts and omissions of its officers, members, agents,
servants, employees, contractors, subcontractors, subrecipients, vendors, tenants, clients, licensees
or invitees.
14.2 Doctrine of Respondeat Superior.
Developer acknowledges that the doctrine of respondeat superior shall not apply as
between City or Developer, any officers, members, agents, servants, employees, contractors,
subrecipients, subcontractors, vendors, tenants, licensees or invitees. Developer agrees that
nothing herein shall be construed as the creation of a partnership or joint enterprise between City
or Developer. It is further understood that City shall in no way be considered a Co -employer or a
Joint employer of Developer or any officers, agents, servants, employees, subrecipients, or
subcontractor of Developer. Neither Developer, nor any officers, agents, servants, employees,
subrecipients, or subcontractor of Developer shall be entitled to any employment benefits from
City. Developer shall be responsible and liable for any and all payment and reporting of taxes on
behalf of itself, and any of its officers, agents, servants, employees, subrecipients, or subcontractor.
City does not have the legal right to control the details of the tasks performed hereunder by
Developer, its officers, members, agents, employees, contractors, subrecipients, subcontractors,
vendors, licensees or invitees.
14.3 Developer's Property.
City shall under no circumstances be responsible for any property belonging to Developer
its officers, members, agents, employees, contractors, subrecipients, subcontractors, vendors,
tenants, clients, licensees or invitees that may be lost, stolen or destroyed or in any way damaged
and DEVELOPER HEREBY INDEMNIFIES AND HOLDS HARMLESS CITY AND ITS
OFFICERS, AGENTS, AND EMPLOYEES FROM ANY AND ALL CLAIMS OR SUITS
PERTAINING TO OR CONNECTED WITH SUCH PROPERTY, SAVE AND EXCEPT
THOSE ARISING OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT
OF THE CITY, ITS OFFICERS, AGENTS OR EMPLOYEES.
14.4 Intentionallv Omitted.
14.5 Venue.
Venue for any action, whether real or asserted, at law or in equity, arising out of the
execution, performance, attempted performance or non-performance of this Contract shall lie in
state courts located in Tarrant County, Texas or the United States District Court for the Northern
District of Texas — Fort Worth Division
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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
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 Onlv, No Legal Significance; Number
and Gender.
The paragraph headings contained herein are for convenience in reference to this Contract
and are not intended to define or to limit the scope of any provision of this Contract. When context
requires, singular nouns and pronouns include the plural and the masculine gender shall be deemed
to include the feminine or neuter and the neuter gender to include the masculine and feminine.
The words "include" and "including" whenever used herein shall be deemed to be followed by the
words "without limitation".
14.10 Compliance With All Applicable Laws and Regulations.
Developer agrees to comply fully with all applicable laws and regulations that are currently
in effect or that are hereafter amended during the term of this Contract and throughout the Access
Period. Those laws include, but are not limited to:
y 31 CFR Part 35 and Sections 603(c)(1)(A) and 603(c)(1)(C) of Title VI of the Social
Security ActTitle I of the Housing and Community Development Act of 1974, as
amended, (42 USC 5301 et seq.)
Y 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
Y The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. Sections
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Fort Worth Housing Solutions -Casa de los Suenos Page 21
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
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.
Y 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
Y 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
Y Regulations at 24 CFR Part 87 related to lobbying, including the requirement that
certifications and disclosures be obtained from all covered persons
Y Drug Free Workplace Act of 1988 (41 U.S.C. Sections 701 et seq.) and 24 CFR Part
23, Subpart F
Y Executive Order 12549 and 24 CFR Part 5.105(c) pertaining to restrictions on
participation by ineligible, debarred or suspended persons or entities
Y 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
Y 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
Y Uniform Administrative Requirements, Cost Principles, and Audit Requirements for
Federal Awards, 2 CFR Part 200 et seq.
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Y 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)
Y Federal Whistleblower Regulations, 10 U.S.G. 2409, 41 U.S.C. 4712, 10 U.S.C. 2324,
41 U.S.G. 4304 and 41 U.S.C. 4310.
14.12 Prohibition Against Discrimination.
14.12.1 General Statement.
Developer, in the execution, performance or attempted performance of this Contract and
in operation of services provided on the Property, shall comply with all non-discrimination laws
and ordinances. Developer may not discriminate against any person because of race, color, sex,
gender, religion, national origin, familial status, disability or perceived disability, sexual
orientation, gender- identity, gender expression, or transgender, nor will Developer permit its
officers, members, agents, employees, vendors, subcontractors or subrecipients, or project
participants to engage in such discrimination.
Developer acknowledges that this Contract is made and entered into with reference
specifically to the ordinances codified at Chapter 17, Article III, Division 3 — Employment
Practices of the City Code, and Developer hereby covenants and agrees that Developer its
officers, members, agents, employees, subcontractors, subrecipients, and contractors, have fully
complied with all provisions of same and that no employee, or applicant for employment has been
discriminated against under the terms of such ordinances by either or its officers, members, agents,
employees, contractors or vendors.
14.12.2 No Discrimination in Emplovment during the Performance of this
Contract.
Developer acknowledges that during the performance of this Contract Developer will
require that its contractors, subcontractors, subrecipients, and vendors also comply with such
provision by including it or a substantially similar provision in all contracts with its contractors
and vendors entered into after the Effective Date:
[Contractor's, Subcontractors or Vendor's Name] 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. [Contractor's.
Subcontractor's or Vendor's Name] will take affirmative action to ensure that applicants
are hired without regard to race, color, sex, gender, religion, national origin, familial status,
disability or perceived disability, sexual orientation, gender identity, gender expression or
transgender and that employees are treated fairly during employment without regard to
their race, color, sex, gender, religion, national origin, familial status, disability or
perceived disability, sexual orientation, gender identity, gender expression or transgender.
Such action shall include, but not be limited to, the following: employment, upgrading,
demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of
pay or other forms of compensation, and selection for training, including apprenticeship.
[Contractor's, Subcontractor's or Vendor's Namel agrees to post in conspicuous places,
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available to employees and applicants for employment, notices setting forth the provisions
of this nondiscrimination clause.
(Contractor's, Subcontractor's or Vendor's Name] will, in all solicitations or
advertisements for employees placed by or on behalf of (Contractor's, Subcontractor's or
Vendor's Name], state that all qualified applicants will receive consideration for
employment without regard to race, color, sex, gender, religion, national origin, familial
status, disability or perceived disability, sexual orientation, gender identity, gender
expression or transgender.
(Contractor's. Subcontractor's or Vendor's Namel covenants that neither it nor any of its
officers, members, agents, employees, or contractors, while engaged in perfonning this
Contract, shall, in connection with the employment, advancement or discharge of
employees or in connection with the terms, conditions or privileges of their employment,
discriminate against persons because of their age or because of any disability or perceived
disability, except on the basis of a bona fide occupational qualification, retirement plan or
statutory requirement.
(Contractor's. Subcontractor's or Vendor's Namel further covenants that neither it nor its
officers, members, agents, employees, contractors, or persons acting on their behalf, shall
specify, in solicitations or advertisements for employees to work on this Contract, a
maximum age limit for such employment unless the specified maximum age limit is based
upon a bona fide occupational qualification, retirement plan or statutory requirement.
14.12.3 DEVELOPER'S Contractors and the ADA.
In accordance with the provisions of the Americans With Disabilities Act of 1990
("ADA"), Developer warrants that it will not unlawfully discriminate on the basis of disability in
the provision of services to the general public, nor in the availability, terms and/or conditions of
employment for applicants for employment with, or employees of Developer. DEVELOPER
WARRANTS IT WILL FULLY COMPLY WITH ADA'S PROVISIONS AND ANY
OTHER APPLICABLE FEDERAL, STATE AND LOCAL LAWS CONCERNING
DISABILITY AND WILL TO THE EXTENT PERMITTED BY APPLICABLE LAW,
DEFEND, INDEMNIFY AND HOLD CITY HARMLESS AGAINST ANY CLAIMS OR
ALLEGATIONS ASSERTED BY THIRD PARTIES, CONTRACTORS,
SUBCONTRACTORS, SUBRECIPIENTS' OR VENDORS AGAINST CITY ARISING
OUT OF ITS AND/OR ITS CONTRACTORS', SUBCONTRACTORS', VENDORS',
AGENTS' OR EMPLOYEES' ALLEGED FAILURE TO COMPLY WITH THE ABOVE -
REFERENCED LAWS CONCERNING DISABILITY DISCRIMINATION IN THE
PERFORMANCE OF THIS CONTRACT.
14.13 Conflict of Interest and Violations of Criminal Law.
14.13.1 Developer Safeivards.
Developer shall establish safeguards to prohibit its employees, board members, advisors
and agents from using positions for a purpose that is or gives the appearance of being motivated
by a desire for private gain for themselves or others, particularly those with whom they have
ARPA SUBRECIPIENT CONTRACT
Fort Worth housing Solutions -Casa de los Suenos Page 24
family, business or other ties. DEVELOPER shall disclose to City any conflict of interest or
potential conflict of interest described above, immediately upon discovery of such.
14.13.2 General Prohibition ALainst Conflicts of Interest.
DEVELOPER acknowledges that no persons who is an employee, agent, consultant,
officer or elected official or appointed officials of City, or Developer who exercise or have
exercised any functions or responsibilities with respect to activities assisted with ARPA funds or
who are in a position to participate in a decision -making process or gain inside information with
regard to these activities may obtain a financial interest or benefit from a ARPA-assisted activity,
or have an interest in any contract, subcontract or agreement with respect thereto, or the proceeds
thereunder, either for themselves or those with whom they have family or business ties, during
their tenure or for 1 year thereafter.
14.13.3 Disclosure of Conflicts of Interest.
In compliance with 2 CFR Part 200.112, Developer is required to timely disclose to City
in writing any potential conflict of interest, as described in this Section.
14.13.4 Disclosure of Texas Penal Code Violations.
Developer affirms that it will adhere to the provisions of the Texas Penal Code which
prohibits bribery and gifts to public servants.
14.13.5 Disclosure of Federal Criminal Law Violations.
In compliance with 2 CFR Part 200.113, Developer is required to timely disclose to City
all violations of federal criminal law involving fraud, bribery or gratuity violations potentially
affecting this Contract.
14.14 Labor Standards.
14.14.1 As applicable, Developer agrees to comply with the requirements of the
Secretary of Labor in accordance with the Davis -Bacon Act (40 U.S.C. 276a-7) as amended, the
provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq.) and all other
applicable Federal, State and local laws and regulations pertaining to labor standards insofar as
those acts apply to the performance of this Contract. Developer agrees to comply with the
Copeland Anti -Kick Back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the
United States Department of Labor at 29 CFR Part 5. Developer shall maintain documentation
that demonstrates compliance with hour and wage requirements of this Contract and the ARPA
Regulations. Such documentation shall be made available promptly to City for review upon
request.
14.14.2 Developer agrees that, where required by the ARPA Regulations, all
contractors engaged under contract for construction, renovation or repair work financed in whole
or in part with assistance provided under this Contract, shall comply with Federal requirements
adopted by City pertaining to such contracts and with the applicable requirements of the
regulations of the Department of Labor under 29 CFR Parts 1, 3, 5 and 7 governing the payment
of wages and ratio of apprentices and trainees to journey workers; provided that, if wage rates
ARPA SUBRECIPIENT CONTRACT
Fort Worth Housing Solutions -Casa de los Suenos Page 25
higher than those required under these regulations are imposed by state or local law, nothing
hereunder is intended to relieve Developer of its obligation, if any, to require payment of the
higher wage. Developer shall cause or require to be inserted the provisions meeting the
requirements of this paragraph in all such contracts subject to such regulations.
14.14.3 If Davis -Bacon is applicable, Developer shall provide City access to
employee payrolls, contractor, subrecipients', and subcontractors' payrolls and other wage
information for persons performing construction of the Development. Payrolls must be submitted
to the Neighborhood Services Department with each Reimbursement Request, and must be
available to Neighborhood Services Department staff upon request. In addition, Developer shall
ensure that City will have access to employees, contractors, subrecipients, and subcontractors and
their employees in order to conduct onsite interviews with laborers and mechanics. Developer shall
inform its contractors, subrecipients, and subcontractors that City staff and/or Federal agencies
may conduct periodic employee wage interview visits during the construction of the Required
Improvements to ensure compliance.
14.15 Other Laws.
Failure to list any federal, state or City ordinance, law or regulation that is applicable to
Developer does not excuse or relieve Developer from the requirements or responsibilities in regard
to following the law, nor from the consequences or penalties for Developer' failure to follow the
law, if applicable.
14.16 Intentionally Omitted.
14.17 Assignment.
14.17.1 Developer shall not assign all or any part of its rights, privileges, or duties
under this Contract without the prior written approval of City. Any attempted assignment of same
without approval shall be void, and shall constitute a breach of this Contract.
14.18 Right to Inspect Developer Contracts.
City has the right to inspect any agreements in writing that are (i) proposed contracts or
other legally binding documents between regarding the ARPA funds (ii) contracts between
Developer , and a general contractor and subcontractors, including any lower tier subcontractors
engaged in any activity that is funded as part of the construction of the Required Improvements,
(iii) contracts between Developer and any vendor contracts arising out of the operation of the
Project, and (iv) contracts between Developer and any third party contracts to be paid with ARPA
Funds, prior to any charges being incurred.
14.19 Force Maleure.
If Developer 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
ARPA SUBREC.IPIENT CONTRACT
Fort Worth Housing Solutions -Casa de los Suenos Page 26
United States or of any States, civil disturbances, or explosions, inclement weather, or some other
reason beyond Developer's control (collectively, "Force Majeure Event"), the obligations so
affected by such Force Majeure Event will be suspended only during the continuance of such event
and the completion date for such obligations shall be extended for a like period. Developer will
give City written notice of the existence, extent and nature of the Force Majeure Event as soon as
reasonably possible after the occurrence of the event. Failure to give notice will result in the
continuance of the Developer obligation regardless of the extent of any existing Force Majeure
Event. Developer will use commercially reasonable efforts to remedy its inability to perform as
soon as possible.
14.20 Survival.
Any provision of this Contract that pertains to the ARPA Regulations, indemnity
obligations, reporting requirements, the City Requirements, auditing, monitoring, record keeping
and reports, City ordinances, the provisions of Section 6.7 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
Developer .
14.21 REVIEW OF COUNSEL.
The Parties acknowledge that each Party and its counsel have reviewed and revised this
Contract and that the normal rules of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation of this Contract or
any of the exhibits attached hereto.
15. INDEMNIFICATION AND RELEASE.
DEVELOPER 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 KIND 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
KIND 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 DEVELOPER HEREBY ASSUMES ALL LIABILITY
ARPA SUBRECIPIENT CONTRACT
Fort Worth Housing Solutions -Casa de los Suenos Page 27
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 KINDS OR CHARACTER, WHETHER REAL OR
ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION,
PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF THIS
CONTRACT AND AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES AND
SERVICES OF THE PROJECT DESCRIBED HEREIN, WHETHER OR NOT CAUSED
IN WHOLE OR IN PART BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS,
SERVANTS, EMPLOYEES, CONTRACTORS, SUBRECIPIENTS, OR
SUBCONTRACTORS OF CITY BUT NOT FROM THE CITY'S OR CITY'S OFFICERS,
AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTACTORS
ACTUAL GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. DEVELOPER
FURTHER COVENANTS AND AGREES, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, TO AND DOES HEREBY INDEMNIFY AND HOLD HARMLESS
CITY FROM AND AGAINST ANY AND ALL INJURY, DAMAGE OR DESTRUCTION
OF PROPERTY OF CITY, ARISING OUT OF OR IN CONNECTION WITH ALL ACTS
OR OMISSIONS OF DEVELOPER , ITS OFFICERS, MEMBERS, AGENTS,
EMPLOYEES, CONTRACTORS, SUBRECIPIENTS, SUBCONTRACTORS, INVITEES,
LICENSEES, OR PROJECT PARTICIPANTS, OR CAUSED, IN WHOLE OR IN PART,
BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS, SUBRECIPIENTS OR SUBCONTRACTORS OF CITY BUT NOT
FROM THE CITY'S OR CITY'S OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS OR SUBCONTACTORS ACTUAL GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT.
IT IS THE EXPRESS INTENTION OF THE PARTIES, BOTH DEVELOPER AND
CITY, THAT THE INDEMNITY PROVIDED FOR IN THIS SECTION INCLUDES
INDEMNITY BY DEVELOPER TO INDEMNIFY AND PROTECT CITY FROM THE
CONSEQUENCES OF CITY'S OWN NEGLIGENCE, WHETHER THAT NEGLIGENCE
IS ALLEGED TO BE THE SOLE OR CONCURRING CAUSE OF THE INJURY,
DAMAGE OR DEATH, AND NOT THE CITY'S GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT.
DEVELOPER 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.
DEVELOPER SHALL INCLUDE AND SHALL REQUIRE ALL OF ITS
CONTRACTORS, SUBRECIPIENTS AND SUBCONTRACTORS TO INCLUDE IN
THEIR CONTRACTS AND SUBCONTRACTS A RELEASE AND INDEMNITY IN
FAVOR OF CITY IN SUBSTANTIALLY THE SAME FORM AS ABOVE.
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Fort Worth Housing Solutions -Casa de los Suenos Page 28
16. WAIVER OF IMMUNITY BY DEVELOPER.
If Developer is a charitable or nonprofit organization and has or claims an immunity or
exemption (statutory or otherwise) from and against liability for damages or injury, including
death, to persons or property, Developer hereby expressly waives its rights to plead defensively
such immunity or exemption as against City. This section shall not be construed to affect a
governmental entity's immunities under constitutional, statutory or common law plead against any
other entity other than the City.
17. INSURANCE AND BONDING.
Developer will maintain blanket fidelity coverage in the form of insurance or bond in the
amount of $578,001.00 to insure against loss from the fraud, theft or dishonesty of any of
DEVELOPER 's officers, agents, trustees, directors or employees. The proceeds of such bond
shall be used to reimburse City for any and all loss of ARPA Funds occasioned by such
misconduct. To effectuate such reimbursement, such fidelity coverage shall include a rider stating
that reimbursement for any loss or losses thereunder shall name the City as a Loss Payee.
Developer shall furnish to City, in a timely manner, but not later than the Effective Date,
certificates of insurance as proof that it has secured and paid for policies of commercial insurance
as specified herein. Further, if City has not received such certificates as set forth herein, Developer
shall be in default of the Contract.
Such insurance shall cover all insurable risks incident to or in connection with the
execution, performance, attempted performance or nonperformance of this Contract. Developer
shall maintain, or require its general contractor to maintain, the following coverages and limits
thereof:
Commercial General Liability (CGL) Insurance
$1,000,000 each occurrence
$2,000,000 aggregate limit
Non -Profit Oreanization Liability or Directors & Officers Liability (if applicable)
$1,000,000 Each Occurrence
$1,000,000 Annual Aggregate Limit
Business Automobile Liability 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 Developer 's business as contracted herein.
ARPA SUBRECIPIENT CONTRACT
Fort Worth Housing Solutions -Casa de los Suenos Page 29
Workers' Compensation Insurance
Part A: Statutory Limits
Part B: Employer's Liability
$100,000 each accident
$100,000 disease -each employee
$500,000 disease -policy limit
Note: Such insurance shall cover employees performing work on any and all projects
including but not limited to construction, demolition, and rehabilitation. Developer or its
contractors shall maintain coverages, if applicable. In the event the respective contractors
do not maintain coverage, Developer shall maintain the coverage on such contractor, if
applicable, for each applicable contract.
Additional Requirements
Such insurance amounts shall be revised upward at City's reasonable option and no more
frequently than once every 12 months, and Developer shall revise such amounts within 30 days
following notice to Developer of such requirements.
Developer must submit to City documentation that its general contractor, have obtained insurance
coverage and have executed bonds as required in this Contract prior to payment of any monies
provided hereunder.
Developer acknowledges and agrees that where applicable and appropriate, insurance policies
required herein shall be endorsed to include City as an additional insured as its interest may appear.
Additional insured parties shall include employees, officers, agents, and volunteers of City.
The Workers' Compensation Insurance policy shall be endorsed to include a waiver of
subrogation, also referred to as a waiver of rights of recovery, in favor of City.
Any failure on part of City to request certificate(s) of insurance shall not be construed as a waiver
of such requirement or as a waiver of the insurance requirements themselves.
Insurers of Developer's insurance policies shall be licensed to do business in the state of Texas by
the Department of Insurance or be otherwise eligible and authorized to do business in the state of
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.
ARPA SUBRECIPIENT CONTRACT
Fort Worth Housing Solutions -Casa de los Suenos Page 30
Developer shall require its contractors, subcontractors, vendors, and subrecipients to maintain
applicable insurance coverages, limits, and other requirements as those specified herein and, shall
require each to provide Developer with certificate(s) of insurance documenting such coverage.
Also, Developer shall require its contractors, subcontractors, vendors, and subrecipients to have
City endorsed as additional insureds (as their interest may appear) on their respective insurance
policies where applicable and appropriate.
Developer shall maintain builders risk insurance at the value of the construction.
18. CERTIFICATION REGARDING LOBBYING.
that:
The undersigned for Developer hereby certifies, to the best of its knowledge and belief,
No Federal appropriated funds have been paid or will be paid, by or on behalf of
Developer , to any person for influencing or attempting to influence an of or
employee of any agency, a member of Congress, an officer or employee of Congress
in connection with the awarding of any Federal contract, the making of any federal
grant, the making of any Federal loan, the entering into of any cooperative
agreement and the extension, continuation, renewal, amendment, or modification
of any Federal contract, grant, loan or cooperative agreement.
If any funds other than federally appropriated funds have been paid or will be paid
to any person for influencing or attempting to influence an officer or employee of
any agency, member of Congress in connection with this Federal contract, grant,
loan or cooperative agreement, Developer shall complete and submit Standard
Form-LLL, "Disclosure Form to Report Lobbying, " in accordance with its
instructions.
This certification is a material representation of fact upon which reliance was
placed when this Contract was made or entered into. Submission of this certificate
is a prerequisite for making or entering into this Contract imposed by 31 U.S.C.
Section 1352. Any person who fails to file the required certification shall be subject
to a civil penalty of not less than $10,000.00 and not more than $100,000.00 for
each such failure.
Developer shall require that the language of this certification be included in all subcontracts,
subrecipient agreements, or agreements involving the expenditure of federal funds.
19. RELIGIOUS ORGANIZATION.
No portion of the ARPA Funds shall be used in support of any sectarian or religious
activity. In addition, there must be no religious or membership criteria for clients of an ARPA-
funded activity.
ARPA SUBRECIPIENT CONTRACT
Fort Worth Housing Solutions -Casa de los Suenos Page 31
19.1 Separation of Explicitly Religious Activities.
Developer retains its independence and may continue to carry out its mission, including
the definition, development practice, and expression of its religious beliefs, provided that it does
not use ARPA Funds to support or engage in any explicitly religious activities (including activities
that involve overt religious content such as worship, religious instruction, or proselytization), or
in any other manner prohibited by law.
19.2 Explicitly Religious Activities.
If Developer engages in explicitly religious activities (including activities that involve
overt religious content such as worship, religious instruction, or proselytization), the explicitly
religious activities must be offered separately, in time or location, from the programs or activities
supported by ARPA Funds.
20. LITIGATION AND CLAIMS.
Developer shall give City immediate notice in writing of any action, including any
proceeding before an administrative agency, filed against Developer or any subcontractors,
vendors, and subrecipients in conjunction with this Contract or the Project generally. Developer
shall furnish immediately to City copies of all pertinent papers received by Developer, with respect
to such action or claim. Developer shall provide a notice to City within 10 calendar days upon
filing under any bankruptcy or financial insolvency provision of law.
21. NOTICE.
All notices required or pennitted 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
100 Fort Worth Trail
Fort Worth, TX 76102
Attention: Chad LaRoque
Telephone: 817-3 92-2661
Copy to:
City Attorney's Office
100 Fort Worth Trail
Fort Worth, TX 76102
Attention: Leslie L. Hunt
Telephone: 817-3 92-6259
ARPA SUBRECIPIENT CONTRACT
Fort Worth Housing Solutions -Casa de los Suenos Page 32
Developer:
Fort Worth Dousing Solutions
1407 Texas Street
Fort Worth, Texas 76102
Attention: Mary -Margaret Lemons, President
Telephone: 817-3 33-3401
22. DEVELOPER HAS LEGAL AUTHORITY TO ENTER INTO CONTRACT.
Developer represents that it possesses the legal authority, pursuant to any proper,
appropriate and official motion, resolution or action passed or taken, to enter into this Contract and
to perform the responsibilities herein required.
23. COUNTERPARTS.
This Contract may be executed in multiple counterparts, each of which shall be considered
an original, but all of which shall constitute one instrument.
24. Intentionally Omitted.
25. BOYCOTTING ISRAEL PROHIBITED.
If Developer has less than ten employees, this contract is for less than $100,000, or
Developer does not meet the definition of a "company" under the applicable section of the Texas
Government Code, this provision shall not apply. Developer acknowledges that in accordance
with Chapter 2270 of the Texas Government Code, the City is prohibited from entering into a
contract with a company for goods or services unless the contract contains a written verification
from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the
term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed
to those terms in Section 808.001 of the Texas Government Code. By signing this contract,
Developer certifies that Developer's signature provides written verification to the City that
Developer: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
contract.
26. IMMIGRATION NATIONALITY ACT.
Developer shall verify the identity and employment eligibility of its employees who
perform work under this Contract, including completing the Employment Eligibility Verification
Form (I-9). Upon request by City, Developer shall provide City with copies of all I-9 forms and
supporting eligibility documentation for each employee who performs work under this
Contract. Developer shall adhere to all Federal and State laws as well as establish appropriate
procedures and controls so that no services will be performed by any Developer employee who is
not legally eligible to perform such services. TO THE EXTENT PERMITTED BY
APPLICABLE LAW, DEVELOPER SHALL INDEMNIFY CITY AND HOLD CITY
HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO
VIOLATIONS OF THIS PARAGRAPH BY DEVELOPER, DEVELOPER' EMPLOYEES,
SUBCONTRACTORS, SUBRECIPIENTS, AGENTS, OR LICENSEES. City, upon written
ARPA SUBRECIPIENT CONTRACT
Fort Worth Housing Solutions -Casa de los Suenos Page 33
notice to Developer, shall have the right to immediately terminate this Contract for violations of
this provision by Developer.
27. PROHIBITION ON BOYCOTTING ENERGY COMPANIES.
Developer acknowledges that in accordance with Chapter 2274 of the Texas Government
Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering
into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly
or partly from public funds of the City with a company with 10 or more full -tithe employees unless
the contract contains a written verification from the company that it: (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of the contract. The terms
"boycott energy company" and "company" have the meaning ascribed to those terms by Chapter
2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the
extent that Chapter 2274 of the Government Code is applicable to this Contract, by signing this
Contract, Developer certifies that Developer 's signature provides written verification to the City
that Developer: (1) does not boycott energy companies; and (2) will not boycott energy companies
during the teen of this Contract.
28. PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION
INDUSTRIES.
Developer acknowledges that except as otherwise provided by Chapter 2274 of the Texas
Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited
from entering into a contract for goods or services that has a value of $100,000 or more that is to
be paid wholly or partly from public funds of the City with a company with 10 or more full-time
employees unless the contract contains a written verification from the company that it: (1) does
not have a practice, policy, guidance, or directive that discriminates against a firearm entity or
firearm trade association; and (2) will not discriminate during the term of the contract against a
firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm
trade association" have the meaning ascribed to those tenns 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, Developer
certifies that Developer 's signature provides written verification to the City that Developer: (1)
does not have a practice, policy, guidance, or directive that discriminates against a firearm entity
or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade
association during the term of this 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.
ARPA SUBRECIPIENT CONTRACT
Fort Worth Housing Solutions -Casa de los Suenos Page 34
IN WITNESS WHEREOF, the Patties have executed 3 duplicate originals of this
Contract to be effective as of the Effective Date.
City:
By:
Name: Jesica McEachern
Title: Assistant City Manager
Date: Nov 8, 2024
Fort Worth Housing Solutions:
By: '
Name: Ma argar emo s
Title: President
Date:
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended:
By: K
Name: Kacey Bess
Title: Director, Neighborhood Services
Department
Approved as to Form and Legality:
By:
Name: Leslie L. Hunt
Title: Senior Assistant City Attorney
Contract Authorization:
M&C: 24-0475
ARPA SUBRECIPIENT CONTRACT
Fort Worth Housing Solutions -Casa de los Suenos
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.
By:
DYAN Ande n (Oct 25, 2024 11:43 CDT)
Name: Dyan Anderson
Title: Neighborhood Development Coordinator
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City Secretary: o -*f. Rr
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By:
Name: Jannette S. Goodall
Title: City Secretary
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Page 35
EXHIBITS:
Exhibit "A"
— Project Summary and Scope of Work
Exhibit "B"
— Budget
Exhibit "C"
— Construction and Reimbursement Schedule
Exhibit "D"
— Audit Requirements
Exhibit "E"
— Loan Documents
Exhibit "F"
— Reimbursement Forms - Attachments I&II
Exhibit "G"
— Documentation of ARPA Requirements
Exhibit "H"
— Standards for Complete Documentation
Exhibit "I" --- Reporting Requirements
ARPA SUBRECIPIENT CONTRACT
Fort Worth Housing Solutions -Casa de los Suenos Page 36
EXHIBIT "A"
PROJECT SUMMARY AND SCOPE OF WORK
FORT WORTH HOUSING SOLUTIONS
Capitalized terms not defined herein shall have meanings assigned to them in the Contract.
DESCRIPTION:
Developer will use ARPA funds for costs associated with the conversion of the Express Inn at
8401 West Freeway, Fort Worth, Texas, 76116 (the "Property") to 55 units of deeply affordable
housing for families experiencing homelessness —`Casa de los Suenos.' This particular Project is
a collaborative effort among Developer, the City of Fort Worth, Tarrant County, Fort Worth
Housing Finance Corporation, and Ojala Developer Services, LLC. The role of Ojala Developer
Services, LLC is to assist with the conversion and rehabilitation as developer and asset manager.
The configuration includes 13 1-bedroom units, 21 2-bedroom units, and 21 3-bedroom units
ranging from 386 square feet to 978 square feet, an average of 644 square feet per unit. The Project
will also include a resident lounge, community space, business center, computer lab, and case
management offices. Other planned amenities include a dog park, playground, multi -function sport
court, activated green courtyard, resident garden, and laundry center.
Developer shall notify City if it substantially changes or modifies Program services at Casa de los
Suenos to allow City to determine if such changes affect the ARPA Requirements, any City
Requirements, or other requirements of this Contract. The term Program shall mean the "Services
to Facilitate Housing" and the "Additional Services" detailed on page 3 of this Exhibit
"A". Developer further agrees that it will notify City of any other services offered regularly at
this location to determine applicability of any other requirements of the ARPA Regulations or this
Contract. Specifically, this Project will provide housing to 55 families experiencing homelessness
by virtue of being Literally Homeless or Fleeing /Attempting to Flee Domestic Violence.
Literallv Homeless is defined as an individual or familv who lacks a fixed, regular, and adequate
nighttime residence, meaniniz:
1. Has a primary nighttime residence that is a public or private place not meant for human
habitation; or
2. Is living in a publicly or privately operated shelter designated to provide temporary living
arrangements (including congregate shelters, transitional housing, and hotels and motels
paid for by charitable organizations or by federal, state and local government
programs); or
3. 3. Is exiting an institution where (s)he has resided for 90 days or less and who resided in
an emergency shelter or place not meant for human habitation immediately before
entering that institution.
ARPA CONTRACT — EXHIBITS Page 1
Fort Worth Housing Solutions: Casa de los Suenos
Households who are Fleeing/Attempting to Flee Domestic Violence 578.3) are defined as:
Any individual or family who:
1. Is fleeing, or is attempting to flee, domestic violence;
2. Has no other residence; and
3. Lacks the resources or support networks to obtain other permanent housing
The Project will be located at the Express Inn at 8401 West Freeway, Fort Worth, TX 76116. None
of the ARPA Funds provided under this Contract shall be used for any purpose in any other
building owned and operated in connection with Fort Worth Housing Solutions or any other project
involving Ojala Development Services, LLC.
Developer will be entitled to submit Reimbursement Requests until 30 days after the Completion
Deadline.
PROJECT OBJECTIVES:
Developer will increase the stock of deeply affordable housing units in the City. All renovations
will ensure ongoing compliance with Section 504 Rehabilitation Standards for accessibility of
publicly assisted facilities.
SPECIFIC PURPOSE:
The purpose of the Project is to address the significant need for affordable housing specifically for
homeless families in Fort Worth by providing deeply affordable housing within the City of Fort
Worth. The Project will meet the National Objective of serving low to moderate income families
and reducing family homelessness.
REFERRALS:
Tarrant County Homeless Coalition DBA Partnership Home ("Partnership Home") will refer
literally homeless families through coordinated entry to available units at Casa de los Suenos at
lease up and throughout the performance period.
Developer will provide or cause to be provided by third party vendors property management
services related to the leasing and operation of the Project, as well as supportive services to assist
the tenants of the Project.
ARPA CONTRACT — EXHIBITS Page 2
Fort Worth Housing Solutions: Casa de los Suenos
Project's Tenant Eligibility and Lease Up Process:
Whenever a homeless family unit is available, TCHC will refer eligible clients who:
o Are literally homeless;
o Live in the City of Fort Worth; and
o Are not lifetime registered sex offenders
It is the expectation that Project will follow the Partnership Home (formerly operated as Tarrant
County Homeless Coalition standard which is accepting at least 90% of referrals.
Developer agrees to contact Partnership Home within 5 days of learning a homeless family unit is
available whether the occupant has given notice or not in order to begin the referral process;
specifically, 5 days after an eviction being granted, posting of notice of abandonment, notice to
vacate given or a tenant's death.
Developer agrees to sign a Landlord Memorandum of Understanding with Partnership Home.
SERVICES TO FACILITATE HOUSING:
• Assist clients in gathering necessary information for lease applications, completing lease
applications and housing voucher applications if needed;
• Attend all necessary interviews and meetings between the client and potential or current
property management.
ADDITIONAL SERVICES:
• Assist clients to obtain necessary household items;
• Provide support and services, consistent with Housing First practices (Housing First is
a homeless assistance approach, created by the clinical psychologist Sam Tsemberis that
prioritizes providing permanent housing to people experiencing homelessness), an
approach to quickly and successfully connect individuals and families experiencing
homelessness to permanent housing without preconditions and barriers to entry, such as
sobriety, treatment or service participation requirements) to clients who voluntarily
choose to utilize such services in the interest of housing retention, including but not
limited to:
o Providing an initial needs assessment and development of individualized client -
based solution centered services plans for each consenting client, including
periodic evaluation and modification of the tenant housing plan;
ARPA CONTRACT — EXHIBITS Page 3
Fort Worth Housing Solutions: Casa de los Sueilos
o Refer or facilitate appropriate support services necessary for housing retention
and positive community integration may include, but not be limited to, assistance
with:
■ Primary and behavioral health care;
■ Money management and paying rent on time;
■ Employment readiness and job search;
■ Communication skills;
■ Educational and/or training opportunities;
■ Obtaining mainstream benefits;
■ Addiction services;
■ Community living abilities;
■ Conflict resolution skills;
■ Assertiveness training;
■ Relapse prevention;
■ Socialization support;
■ Housekeeping and maintaining ahousehold; and
■ Nutrition and meal preparation;
• The case manager will offer services once a week for the first three (3) months of tenancy
and then assess client needs to determine level of continued support needed and provide
that level of support. However, at a minimum, the case manager must make contact twice
each month with the client, including at least one in -person meeting.
• Assist clients in complying with the requirements of any voucher housing assistance or
other assistance program necessary for tenants' housing retention.
• Maintain communications with necessary staff from such housing or other assistance
programs to advocate for the clients and inform the client of any rules or issues that may
impact the client's voucher or housing.
ARPA CONTRACT — EXHIBITS Page 4
Fort Worth Housing Solutions: Casa de los Sueiios
EXHIBIT "B"
BUDGET
FORT WORTH HOUSING SOLUTIONS
Casa de los Suenos
Sources & Uses
Sources of Funds Total Project Budget
Project Operating Account (Esperanza Proceeds) 850,000
Tarrant County ARPA Funding 8,000,000
City of Fort Worth Funding: Community Development Block Grant 1,500,000
City of Fort Worth ARPA Funding 578,001
Fort Worth Housing Finance Corporation 500,000
Private Capital 3,519,137
Total Sources of Funds 14,947,138
Uses of Funds Total Project Budget
Acquisition & Closing Costs 4,100,000
Hard Costs 9,122,921
Soft Costs 1,724,217
Total Uses of Funds 14,947,138
ARPA CONTRACT — EXHIBITS Page 5
Fort Worth Housing Solutions: Casa de los Suenos
EXHIBIT "C'
CONSTRUCTION AND REIMBURSEMENT SCHEDULE
FORT WORTH HOUSING SOLUTIONS
PHASE II
COMPLETED BY:
November 15, 2024
TOTAL ARPA FUNDS
Activity
Total Costs for Casa de los Suenos
Construction of Casa de los Suenos
• Procurement for Construction
Contractor*
• Construction Costs
• 100% Completion of Project
*Contractor/subcontractor/vendor searches
under the Federal System for Award
Management (www.sam.gov) must be
submitted prior to any reimbursement under
the Phase.
ARPA CONTRACT — EXHIBITS
Fort Worth Housing Solutions: Casa de los Suenos
ARPA Funds
$578,004.00
$578,001.00
$578,004.00
Page 6
EXHIBIT "D"
AUDIT REQUIREMENTS
FORT WORTH HOUSING SOLUTIONS
CITY OF FORT WORTH NEIGHBORHOOD SERVICES DEPARTMENT AUDIT
REQUIREMENTS
Organizations expending $1,000,000 or more in federal awards (from City of Fort Worth and
other funding sources) during their fiscal years shall submit to City an annual audit prepared in
accordance with specific reference to 2 CFR Part 200. The audited time period is the
organization's fiscal year, and not the City of Fort Worth's funding period.
The audit shall be conducted by a certified public accountant ("CPA") that is licensed at the time
of the audit by the appropriate regulatory body. The CPA shall meet all of the general
standards concerning qualifications, independence, due professional care and quality control
as required by Government Auditing Standards, including the requirements for continuing
professional education and external peer reviews. Auditor selection must adhere to federal
procurement requirements.
A separate supplementary schedule of revenues, expenditures and changes in fund balance
for each City of Fort Worth contract is no longer required. The Schedule of Expenditures of
Federal Awards should list City of Fort Worth 's contract numbers, the total expended for
each individual federal program, and the Assistance Listing Number (formerly known as the
Catalog of Federal Domestic Assistance [CFDA] Number.
The independent auditor's report should include all of the relevant items listed on the "Single
Audit Report Checklist."
All organizations that receive a City of Fort Worth award must submit the provided Audit
Certification Form which certifies whether you are subject to a single audit. Organizations
receiving federal awards from the City of Fort Worth who are not required to have a single
audit shall certify in writing to the City. The organization's Chief Executive Officer or Chief
Financial Officer shall make the certification within 60 days of the end of the organization's
fiscal year in the year that the Project was completed. Failure to submit any of these items
by the required due date may result in holds on current draw requests, suspension of the
organization's contract(s) and eligibility for future funding.
If the organization does not meet the requirements of having a single/program audit
conducted, records must still be kept available for review or audit by City staff (OMB A-133
Subpart B Sec 200(d).
If additional information is needed concerning the audit requirements, please call (817) 392-
7540 and ask for the Senior Contract Compliance Specialist.
ARPA CONTRACT — EXHIBITS Page 7
Fort Worth Housing Solutions: Casa de los Suefios
CITY OF FORT WORTH
NEIGHBORHOOD SERVICES DEPARTMENT
SINGLE AUDIT REPORT CHECKLIST
The items listed below should be submitted to the City of Fort Worth Neighborhood Services
Department Compliance Division within the required timeframe:
Due 60 days after oraanization's fiscal year end in the vear that the Project was completed.
❑ General Purpose or Basic Financial Statements of the Organization Opinion/Report on
Organization's Financial Statements in accordance with Government Auditing Standards
❑ Notes to the General Purpose or Basic Financial Statements of the Organization
❑ Opinion/Report on Schedule of Expenditures of Federal and State Awards
❑ Two copies of the audit reports issued by the CPA
❑ Two copies of any management letter issued by the CPA in conjunction with the audit
report. Two copies of comments by management concerning all findings and
recommendations included in management letter, including a corrective action plan.
❑ Two copies of management's comments on all findings, recommendations, and questioned
costs contained in the audit report and management letter, including a detailed corrective
action plan.
ARPA CONTRACT — EXHIBITS Page 8
Fort Worth Housing Solutions: Casa de los Sueiios
CITY OF FORT WORTH NEIGHBORHOOD SERVICES DEPARTMENT
Audit Certification Form
Due within the earlier of 30 days after receipt of the auditor's report or nine months after the end of
the audit period.
Subrecipient:
Fiscal Year Ending: / /
Month Day Year
❑ We have exceeded the federal expenditure threshold of $1,000,000. We will have our Single Audit or
Program Specific Audit completed and will submit the audit report within nine (9) months after the end of
the audited fiscal year.
❑ We did not exceed the $1,000,000 federal expenditure threshold required for a Single Audit or a
Program Specific Audit to be performed this fiscal year. (Fill out schedule below)
Must be filled out if Single Audit or Program Audit is not required:
Federal Exuenditure Disclosure
Federal Funds
Pass Through Program Name &
Federal Grantor Grantor Assistance Listine Number
Total Federal Expenditures for this Fiscal Year
Printed Name
Contract
Number Expenditures
Title (Must be CFO, CEO or equivalent)
Authorized Signature (Must be CFO, CEO or equivalent) Phone Number
Date
Failure to submit this or a similar statement or failure to submit a completed single audit package as
described in the audit requirements by the required due date will result in suspension of funding and will
affect eligibility for future funding.
ARPA CONTRACT — EXHIBITS
Fort Worth Housing Solutions: Casa de los Sueiios
Page 9
EXHIBIT "E"
LOAN DOCUMENTS
FORT WORTH HOUSING SOLUTIONS
To Follow
ARPA CONTRACT — EXHIBITS Page 10
Fort Worth Housing Solutions: Casa de los Sueiios
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: October xx, 2024
Grantor: The Housing Authority of the City of Fort Worth dba Fort Worth Housing
Solutions
Grantor's Mailing Address:
Fort Worth Housing Solutions
1407 Texas St.
Fort Worth, TX 76102
Attention: Mary -Margaret Lemons, President
With a copy to:
Fort Worth Housing Solutions
1407 Texas St.
Fort Worth, TX 76102
Attention: Brian Dennison, Senior VP Housing and Asset Management
Trustee: Leslie L. Hunt or Denis McElroy
Trustee's Mailing Address:
City Attorney's Office
City of Fort Worth
100 Fort Worth Trail
Fort Worth, TX 76102
Tarrant County
Lender: City of Fort Worth, a Texas municipal corporation
DEED OF TRUST — ARPA FUNDS
Fort Worth Housing Solutions
Casa de los Suenos
Page 1
Rev. September 2024
ARPA CONTRACT — EXHIBITS
Fort Worth Housing Solutions: Casa de los Suenos
Page 11
Lender's Mailing Address:
City of Fort Worth
Neighborhood Services Department
Attention: Assistant Director
100 Fort Worth Trail
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 -
Revenue Recovery Funds for the construction of 55 units of deeply affordable
housing to families who are experiencing homelessness.
Capitalized terms not defined herein shall have meanings assigned to them in the
Contract
Obligations
Note
DATE
Original Principal Amount: $578,001.00
Borrower: Fort Worth Housing Solutions
Lender: City of Fort Worth
Terms of Payment: As provided in the Note
Maturity Date: As described in the Contract (as defined below in
Section E.(2))
In addition, Obligations shall include compliance by Grantor with the requirements
of the A Program more particularly described in Section F. below.
Property (including any improvements):
Lot 2-A-R, in Block 96 or Western Hills Additional Section 7, an addition to the
City of Fort Worth, Tarrant County, Texas, according to the Map or Plat thereof
recorded in/under Volume 388-126, page 69 Map/Plat Records, Tarrant County,
Texas, incorporated herein by reference for all purposes commonly known as 8401
West Freeway, Fort Worth, Texas 76116.
Together with the following personal property:
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;
DEED OF TRUST — ARPA FUNDS
Fort Worth Housing Solutions
Casa de los Suenos
Page 2
Rev. September 2024
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.
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.
Prior Liens:
The lien created by this Deed of Trust is and shall be subject and subordinate in all
respects to the following: (1) liens, terms, covenants and conditions of the documents
securing a Promissory Note dated August 17, 2023 in the original principal sum of
$500,000.00 made by Grantor and payable to the Fort Worth Housing Finance
Corporation and (2) liens, terms, covenants and conditions of the documents securing
a Promissory Note dated July 11, 2023 in the original principal sum of $1,500,000.00
made by Grantor and payable to the City of Fort Worth (collectively referred to as the
"Senior Indebtedness").
Subject to waiver, notice, grace and cure period, if any, if default occurs in payment
of any part of principal or interest of the Senior Indebtedness more particularly
described in the Subordination Agreement or in observance of any covenants of the
deeds of trust or other loan documents securing the Senior Indebtedness, the entire
debt secured by this Deed of Trust will immediately become payable at the option
of Lender to the extent permitted by the Subordination Agreement.
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.
DEED OF TRUST — ARPA FUNDS Page 3
Fort Worth Housing Solutions
Casa de los Suenos Rev. September 2024
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;
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
8. 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.
DEED OF TRUST — ARPA FUNDS Page 4
Fort Worth Housing Solutions
Casa de los Suenos Rev. September 2024
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 -
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.
DEED OF TRUST — ARPA FUNDS Page 5
Fort Worth Housing Solutions
Casa de los Suenos Rev. September 2024
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;
from the proceeds of the sale, pay, in this order -
a. expenses of foreclosure, including a reasonable commission to
Trustee;
b. to Lender, the full amount of principal, interest, reasonable
attorney's fees, and other charges due and unpaid;
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.
DEED OF TRUST — ARPA FUNDS Page 6
Fort Worth Housing Solutions
Casa de los Suenos Rev. September 2024
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
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
DEED OF TRUST — ARPA FUNDS Page 7
Fort Worth Housing Solutions
Casa de los Suefios Rev. September 2024
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.
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
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Fort Worth Housing Solutions
Casa de los Suenos Rev. September 2024
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.
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
DEED OF TRUST — ARPA FUNDS Page 9
Fort Worth Housing Solutions
Casa de los Suefios Rev. September 2024
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 venturer; 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 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.
DEED OF TRUST — ARPA FUNDS Page 10
Fort Worth Housing Solutions
Casa de los Suenos Rev. September 2024
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
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. 62001 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
DEED OF TRUST — ARPA FUNDS Page 11
Fort Worth Housing Solutions
Casa de los Suefios Rev. September 2024
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. CONTRACT AND ARPA REQUIREMENTS
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 55 units of deeply affordable housing.
Borrower shall fulfill the following ARPA Requirements as more particularly
described in the Contract:
Rehabilitate and convert the Express Inn to 55 deeply affordable
housing units to provide deeply affordable housing families
experiencing homelessness .
1. During the Affordability Period,
a. Rehabilitate and develop 55 units of deeply affordable housing for
families experiencing homelessness;
b. will ensure that all 55 units remain occupied by families experiencing
homelessness by virtue of being Literally Homeless or Fleeing
/Attempting to Flee Domestic Violence, as defined in the Contract,
referred through coordinated entry at Tarrant County Homeless
Coalition DBA Partnership Home;
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
DEED OF TRUST — ARPA FUNDS Page 12
Fort Worth Housing Solutions
Casa de los Suenos Rev. September 2024
are not offered to homeless families 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
DEED OF TRUST — ARPA FUNDS
Fort Worth Housing Solutions
Casa de los Suenos
Page 13
Rev. September 2024
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.
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DEED OF TRUST — ARPA FUNDS
Fort Worth Housing Solutions
Casa de los Suenos
Page 14
Rev. September 2024
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.
FORT WORTH HOUSING SOLUTIONS
Mary -Margaret Lemons, President
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on , 20 by
Mary -Margaret Lemons, the President of Fort Worth Housing Solutions, a government
entity, on behalf of said organization.
Notary Public, State of Texas
AFTER RECORDING RETURN TO:
City of Fort Worth
City Attorney's Office
Attention: Leslie L. Hunt
100 Fort Worth Trail
Fort Worth, Texas 76102
DEED OF TRUST — ARPA FUNDS
Fort Worth Housing Solutions
Casa de los Suenos
Page 15
Rev. September 2024
PROMISSORY NOTE
Date: xx
Borrower: The Housing Authority of The City of Fort Worth dba Fort Worth Housing
Solutions
Borrower's Mailing Address:
Fort Worth Housing Solutions
1407 Texas St.
Fort Worth, TX 76102
Attention: Mary -Margaret Lemons, President
With a copy to:
Brian Dennison. Senior VP Housing and Asset Management
Fort Worth Housing Solutions
1407 Texas St.
Fort Worth, TX 76102
Lender: City of Fort Worth, Texas, a Texas municipal corporation
Place for Payment:
C/O Director of Neighborhood Services Department
100 Fort Worth Trail
Fort Worth, Tarrant County, TX 76102
or at any other place that Lender may designate in writing
Principal Amount: $578,001.00
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 55 units of deeply affordable housing made available to families experiencing
homelessness as detailed in the Contract.
Annual Interest Rate: 0%
Maturity Date: As described in City Secretary Contract No. 62001 between Borrower and
Lender for the ARPA funds (the "Contract").
Annual Interest Rate on Matured, Unpaid Amounts: 6%
PROMISSORY NOTE — ARPA FUNDS Page 1
Fort Worth Housing Solutions
Casa de los Suenos
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 Contract,
the requirements of the ARPA Regulations, or the terms of this Note and any instrument
evidencing 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 advanced by Lender are ARPA funds and the
Contract requires that the funds be used to convert the Express Inn located at 8401 West
Freeway to 55 units of deeply affordable housing units for homeless families to be known
as `Casa de los Suenos' ("Project,") for the 20-year Performance Period, as more
particularly defined in the Contract.
Borrower shall fulfill the following ARPA Requirements as more particularly described in
the Contract:
Convert the property at 8401 West Freeway, formerly Express Inn, to 55 units
of housing made available to homeless households as defined in the ARPA
Contract.
2. During the Affordability Period,
a. Operate the Housing Project to provide deeply affordable housing services
to formerly homeless households presumed low -moderate income eligible;
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.
Upon the expiration of the Performance Period and complete performance of the
obligations described in the Contract and the terms and conditions of the Loan Documents,
the Loan will be forgiven.
Security for Payment:
This Note is secured by a Deed of Trust of even date from Borrower to Leslie Hunt Trustee,
or Denis McElroy, Trustee, which covers the following real property:
Lot 2-A-R, in Block 96 of Western Hills Addition Section 7, an addition to the City of Fort
PROMISSORY NOTE — ARPA FUNDS Page 2
Fort Worth Housing Solutions
Casa de los Suenos
Worth, Tarrant County, Texas, according to the Map or Plat thereof recorded in/under
Volume 388-126, page 69 Map/Plat Records, Tarrant County, Texas, incorporated herein
by reference for all purposes commonly known as 8401 West Freeway, Fort Worth, Texas
76116 (the "Property").
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.
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
PROMISSORY NOTE — ARPA FUNDS Page 3
Fort Worth Housing Solutions
Casa de los Sueiios
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.
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PROMISSORY NOTE — ARPA FUNDS Page 4
Fort Worth Housing Solutions
Casa de los Sueiios
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.
FORT WORTH HOUSING SOLUTIONS
Mary -Margaret Lemons, President
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on , 20 by Mary -
Margaret Lemons, the President of Fort Worth Housing Solutions, a government entity, on behalf
of said organization.
Notary Public, State of Texas
PROMISSORY NOTE — ARPA FUNDS Page 5
Fort Worth Housing Solutions
Casa de los Suenos
EXHIBIT "F"
REIMBURSEMENT FORMS
FORT WORTH HOUSING SOLUTIONS
INVOICE
Developer: Fort Worth Housing Solutions
Address: 1407 Texas St.
City, State, Zip: Fort Worth, TX 76102
Project: Casa de los Suenos Deeply Affordable Housing Project
Tax ID NO.:
Amount
This Invoice I Cumulative to Date
Developer's Certification: I certify that the costs incurred are valid and consistent with the terms and conditions
of the Contract between City and Developer. By signing this invoice, I certify that to the best of my knowledge
and belief the data included in this report is true and accurate. It is acknowledged that the provision of false
information could leave the certifying official subject to the penalties of federal, state, and local law.
Signature and Date:
Name:
Title:
ARPA CONTRACT — EXHIBITS Page 31
Fort Worth Housing Solutions: Casa de los Suenos
Attachment II
City of Fort Worth
Neighborhood Services Department
Expenditure Worksheet
Agency: Fort Worth Housing Solutions
Program: Casa de los Suenos
Line No.
Check
No.
Da Description
Account Code
Amount
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
TOTAL
ARPA CONTRACT — EXHIBITS Page 32
Fort Worth Housing Solutions: Casa de los Suenos
EXHIBIT "G"
DOCUMENTATION OF ARPA REQUIREMENTS
FORT WORTH HOUSING SOLUTIONS
Capitalized terms not defined in this Exhibit shall have meanings assigned to them in the Contract.
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 that provisions detailed in 31 CFR 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 55 units of deeply affordable housing for individuals and
families in Council District 3. The Project will be called `Casa de los Suenos' which includes,
but is not limited to, the Scope of Work defined in Exhibit "A."
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 — EXHIBITS Page 33
Fort Worth Housing Solutions: Casa de los Suenos
EXHIBIT "H"
STANDARDS FOR COMPLETE DOCUMENTATION
FORT WORTH HOUSING SOLUTIONS
FORT WORTH.
Standard of Documentation for Reimbursement of Development Costs
Cost Type
Documentation Standard
Acquisition of Real Property
- Notice to Seller (date must be on or before the date of options agreement
or sales contract and signed by the buyer and seller)
• Recorded Deed of Trust
• Purchase Agreement w/ Required HUD language
• Master Settlement Statement / HUD-1
- Appraisal or other document used to determine purchase price
• Proof of Payment (bank statement/cancelled check)
- Verification of Vacant Status (as applicable)
Pre -development and Soft
- Invoice
Costs (Architect, Engineer,
- Invoice should include:
Landscape Design, Surveys,
date;
Appraisals, Environmental, Legal
company's letterhead;
Fees, Other Consultants, Etc.)
address for which service is provided;
description of service(s) and item(s);
amount for itemized services; and
total amount
• Proof of Payment (ie. bank statement or cancelled check)
• Fully executed contract/service agreements/letter agreement and
applicable amendments
- Provide printout from www.sam.eov verifying
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 how costs are allocated.
Construction Costs (Contractors &
- Invoice
Subcontractors)
- Invoice should include:
date;
company's letterhead;
address for which service is provided;
description of service(s) and item(s);
amount for itemized services; and
total amount
• Proof of Payment (i.e. bank statement or cancelled check)
• Copy of applicable inspection report(s) conducted by HED Inspector
• Copy of executed agreements
- Provide printout from www.sam.eov verifying
contractor/subcontractors are not listed on the debarred and
suspension list
Neighborhood Services
FINAL as of 4/26/2016
Page 1
ARPA CONTRACT — EXHIBITS Page 34
Fort Worth Housing Solutions: Casa de los Sueiios
FORT WORTH,
Standard of Documentation for Reimbursement of Development Costs
Construction Costs (Contractors & • If only a portion is being paid with City funds, then show calculation of
Subcontractors) how costs are allocated.
(continued) • For payment of final retainage for the prime contractor, lien waivers for
the prime and all subcontractors.
• List of subcontractors
Materials Purchased Directly by Invoice
Developer (if applicable) - Invoice should include:
date;
company's letterhead;
address where materials will be used, -
description of service(s) and item(s);
cost by quantity; and
total amount
• Proof of Payment (i.e. bank statement or cancelled check)
• Verification of Delivery
Developer Fee • Final Invoice Reflecting Total Development Cost
(if paid directly from HOME funds) • Proof of payment for any other entity/funding source contributing to
development costs.
• Show calculation of agreed upon developer fee percentage
• Copies of final lien releases from contractor/subcontractor
• Complete Documentation income eligibility of buyers/renters (i.e. income
docs for eligible homebuyer/tenants, sales contract between
developer/homebuyer, HAP Deed of Trust w/ required affordability period
language, etc.)
• Lease documents
• Final inspections of completed units
Neighborhood Services
FINAL as of 4/26/2016 Page 2
ARPA CONTRACT — EXHIBITS Page 35
Fort Worth Housing Solutions: Casa de los Sueiios
EXHIBIT "I"
REPORTING REQUIREMENTS
The excel version of these forms will be provided. If/when a GreenRiver report can pull this
information, that will suffice in place of these forms. Access to the Project's Homeless
Management Information System (HMIS) data is needed to confirm reporting.
Developer will submit following monthly report to the City by the 15' day of the following month.
MONTHLY REPORT
Last
Name
First
Name
Date of
Housing
Match
Lease
Date
II Family
Size
Income
@
intake
Income
@ 6
mo
Income
@ 12
mo
Return to
Exit Exit homelessness after 1
Date Destination yr
ARPA CONTRACT — EXHIBITS Page 36
Fort Worth Housing Solutions: Casa de los Sueiios
QUARTERLY REPORT
Instructions
1) For Housed within 15 days measure - in the notes list the clients' names (first initial, last name) and the number
leased up in 15 names vs. the total number leased up that quarter.
2) For income measure - in the notes list the number of clients who increased income that quarter.
3) List the clients who have exited at least one
year ago and whether they returned to
homelessness.
Q1 Q2 Q3 Q4
(Oct- (Jan- (April- (July -
Measure Dec) March) June) Sept) Notes
At least 85%
of clients will
be housed
within 15
days of
receiving a
voucher
At least 5% of
clients
increase
income per
quarter
Less than
15% of clients
exiting will
return to
homelessness
within a year
of exit
ARPA CONTRACT — EXHIBITS Page 37
Fort Worth Housing Solutions: Casa de los Sueiios
6/27/24, 9:20 AM M&C Review
ACITY COUNCIL AGEND
Create New From This M&C
Official site of the City of Fort Worth, Texas
FoRTWoRn
DATE: 6/11/2024 REFERENCE NO.: **M&C 24-0475 LOG NAME: 19CASA DE
SUENOS ARPA
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (CD 3) Authorize Forgivable Loan in the Amount of $578,001.00 from American Rescue
Plan (ARPA) Funds to The Housing Authority of the City of Fort Worth, dba Fort Worth
Housing Solutions for the Ongoing Conversion of the Express Inn at 8401 West Freeway
to 55 Units of Deeply Affordable Units for Homeless Families to be Known as Casa De
Los Suenos, Authorize Execution of Related Contract and Loan Documents, and Find a
Public Purpose and Adequate Controls are in Place
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize forgivable loan in the amount of $578,001.00 from ARPA funds to The Housing
Authority of The City of Fort Worth, dba Fort Worth Housing Solutions, or any affiliates for
the ongoing development of 55 units of deeply affordable housing for homeless families;
2. Authorize execution of related contract and loan documents with Fort Worth Housing
Solutions or any affiliates;
3. Authorize the City Manager, or his designee to amend contracts and loan documents as
necessary for completion of the project provided any amendment is within the scope of the
project and complies with City policies and all applicable laws and regulations governing the
use of federal grant funds; and
4. Find that the actions authorized herein serve the public purpose of providing decent, safe,
and affordable housing to extremely low-income residents in the City and that adequate
controls are in place through the loan documents to ensure the public purpose is carried out.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to provide a funding recommendation
related to $578,001.00 in uncommitted ARPA funds to support the deeply affordable housing project
(Project), Casa de los Suenos.
Background
On November 8, 2022, the Fort Worth (City) City Council approved $500,000.00 in American Rescue
Plan Act (ARPA), Subtitle M (State and Local Fiscal Recovery Funds) monies in the form of a
forgivable loan to HTG Jacksboro, LLC (HTG), or an affiliate for the development of 4 units of
Permanent Supportive Housing (PSH). The funds were awarded through a competitive Notification of
Funding Availability (NOFA) to create at least 37 units of PSH. On March 6, 2024, HTG
communicated to the City that they do not plan to move forward with its project. The project's
cancelation along with $78,001.00 in unprogrammed ARPA monies leaves the City with a total of
$578,001.00 in uncommitted ARPA funds to support PSH.
Neighborhood Services staff identified and evaluated four affordable housing developments in need of
gap funding. Casa de los Suenos (the Project) was initially awarded $11.6 million in ARPA funds from
Tarrant County in December 2022, but ultimately received an award of only $8 million in March 2023
after renegotiations with the County. This decrease in County funding created a financing gap for The
Housing Authority of The City of Fort Worth, dba Fort Worth Housing Solutions (FWHS), that was
partially filled with funding from a $1.5 million forgivable loan utilizing Community Development Block
Grant (CDBG) funds from the City of Fort Worth (M&C 23-0383) and a $500,000.00 forgivable loan
from Fort Worth Housing Finance Corporation (FWHFC-2023-14). To date, FWHS and partner, Ojala
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M&C Review
Holdings, LLC, have been working to secure gap funding via grant applications and charitable
organizations.
Staff chose to recommend the additional $578,001.00 ARPA award to Casa de los Suenos based on
criteria being met that the Project has: (a) permits in -hand, (b) signed construction contracts, and (c)
has officially started construction.
Project Summary_
The Casa de los Suenos site is currently under construction currently converting an 83-room former
motel into 55 housing units to accommodate families exiting homelessness. This configuration would
include 12 1-bedroom units, 23 2-bedroom units, and 20 3-bedroom units ranging from 416 square
feet to 818 square feet, an average of 644 square feet per unit. The project will also include a resident
lounge, community space, business center, computer lab, and case management offices. Other
planned amenities include a dog park, playground, multi -function sports court, activated green
courtyard, resident garden, and laundry center. The Casa de los Suenos Project is located at the
former Express Inn at 8401 West Freeway, Fort Worth, TX 76116.
Current status of the project is as follows:
Contracts have been executed.
Demolition, roofing, and framing have been completed.
As of May 2024, installation of drywall, exterior siding, windows, and wiring for security cameras
and site -wide internet is underway.
An increase in funds will require an M&C and the execution of an ARPA contract.
Additional funds will be used for hard construction costs tied to rehab activities.
All funds will be spent on or before the end of the 2"d Quarter in 2025.
ARPA Fundinq for PSH
The City has appropriated $5,000,000.00 in ARPA funding to support the following PSH projects:
Project
Budget
Spent
Balance
Clifton Riverside
$1,000,000.00
$950,000.00
$50,000.00
PNS/Journey Home
421,999.00
0.00
421,999.00
Columbia Phase 111
1,500,000.00
0.00
1,500,000.00
The Nest -Justin's Place
1,500,000.00
0.00
1,500,000.00
Casa de los Suenos*
578,001.00
0.00
578,001.00
$5,000,000.00
$950,000.00
$4,050,000.00
*This request
By approving this M&C, the City Council finds that the public purpose served by this Project is to
benefit and further the City's goals to provide quality, accessible, affordable housing for extremely low-
income families and that the forgivable ARPA loan is vital to the financial feasibility of the development
of Casa de los Suenos, a deeply affordable multifamily housing development. The City Council further
finds that adequate controls are in place through the various contracts and loan documents to ensure
that the public purpose is carried out. Necessary reporting and documentation requirements will be
followed to ensure the City and Fort Worth Housing Solutions will comply with all reporting
requirements and obligation and expenditure deadlines of the ARPA legislation.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current operating budget, as
appropriated, in the Grants Operating Federal Fund to support the approval of the above
recommendations and execution of the loan. Prior to an expenditure being incurred, the
Neighborhood Services Department has the responsibility to validate the availability of funds.
TO
Fund Department Account Project Program Activity Budget Reference # Amount
ID ID Year (Chartfield 2)
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M&C Review
FROM
Fund Department Account Project
ID ID
Submitted for City Manager's Office by_
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
FWHS sam.gov.pdf (CFW Internal)
Program Activity Budget
Year
Fernando Costa (6122)
Kacey Bess (8187)
Amy Connolly (7556)
Chad LaRoque (2661)
Dyan Anderson (7398)
Reference # Amount
(Chartfield 2)
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FORT WORTH
Routing and Transmittal Slip
Neighborhood Services
Department
DOCUMENT TITLE: ARPA Subrecipient Contract 1
FWHS — Casa de los Suelnos
M&C 24-0475 CPN CSO # 62001 DOC#
DATE:
TO: INITIALS DATE OUT
1. Dyan Anderson
JYANAn e 25,202411:43CDT)
Oct 25, 2024
2. Chad LaRoque
' f—, 2*-
Oct 25, 2024
Chad LaVoque (Oct 25, 202411:51 CDT)
3. Kacey Bess
Nov 1 2024
4. Leslie L. Hunt
Nov 12024
Le e unt (NOVI, 2024 16:19 CDT)
,
5. Jesica McEachern
C>�
Nov 8, 2024
6. Ronald Gonzales
K C"1-1&
Nov 8, 2024
7. Jannette Goodall
,p
Nov 8, 2024
8. 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 X No
RUSH: U Yes U No SAME DAY: LJ U No NEXT DAY: El Yes ❑ No
ROUTING TO CSO: X Yes ❑ No
Action Required:
❑ As Requested ❑ Attach Signature, Initial and Notary Tabs
❑ For Your Information X Attach Signature
x Signature/Routing and or Recording
❑ Comment
❑ File
Return to: Please call Virqinia Villalobos at ext. 7744 or email for pick up when completed. Thank you.