HomeMy WebLinkAboutContract 62420STATE OF TEXAS §
§
COUNTY OF TARRANT §
AMERICAN RESCUE PLAN ACT AGREEMENT BETWEEN THE CITY OF FORT
WORTH, TEXAS AND COLUMBIA RENAISSANCE SQUARE III, LP
This contract (“Contract”) is made and entered into by and between the City of
Fort Worth (hereafter “City”), a Texas municipal corporation, and Columbia Renaissance
Square III, LP, a Texas limited partnership, (hereafter “Partnership”). City and
Partnership may be referred to individually as a “Party” and jointly as “the Parties.”
The Parties state as follows:
WHEREAS, City received $173,745,090.00 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 Program provides governments across the country with
the necessary resources address housing needs for impacted populations such as the
homeless population that have been disproportionately impacted by the public health
emergency;
WHEREAS, Treasury has determined that affordable housing among individuals
who are homeless, and the development of affordable housing to increase supply of
affordable and high-quality living units are responsive needs of impacted populations;
WHEREAS, “eligible uses” of the SLFRF Program include the development of
affordable housing and permanent supportive housing for the homeless under the
Department of the Treasury, 31 CFR Part 35, Coronavirus State and Local Fiscal Recovery
Funds;
WHEREAS, Partnership is a Texas limited partnership consisting of Columbia
Renaissance Square III Partners, LLC, a Texas limited liability company as the general
partner and an affiliate of the National Equity Fund as Investor Limited Partner;
WHEREAS, Partnership received an award of 2024 Non-Competitive (4%)
Housing Tax Credits from the Texas Department of Housing and Community Affairs for a
portion of the costs of the development of the project to be commonly known as Columbia
Renaissance Square III, a new affordable multifamily housing development consisting of
approximately 100 units to be located at 2757 Moresby Street (“Project”). It will include
100 income-restricted, affordable units, including ten (10) Deeply Affordable Units;
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WHEREAS, Partnership will use ARPA Funds to support the development of at
least ten (10) Deeply Affordable Units and a goal to also offer Permanent Supportive
Housing Units;
WHEREAS, the City earmarked a total of $1,500,000.00 of the awarded ARPA
Funds for construction costs associated with the development of Deeply Affordable and
Permanent Supportive Housing Units for the Project;
WHEREAS, Partnership received the commitment of a loan in the amount of
$2,523,547.40 in HOME Investment Partnership (HOME) funds from the City and up to
$4,000,000.00 in Emergency Rental Assistance 2 (ERA2) funds from Tarrant County
(County), in support of the development of the Project; and
WHEREAS, City residents and the City Council have determined that this project
will help further its goal of development of quality, accessible, affordable housing in the
City of Fort Worth for moderate, low, and very low-income residents.
NOW, THEREFORE, in consideration of the mutual covenants, 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 Partnership 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 following terms shall have
the definitions ascribed to them as follows:
Affordabiltiy Period means the period of time the period of time Partnership must lease
Deeply Affordable Units to eligible households and make a Good Faith Effort to provide
PSH Units.
The Affordability Period for this Project is 20 years. The Affordablity Period begins
on the date of Completion.
ARPA means American Rescue Plan Act.
ARPA Funds means the funds granted by City to Partnership under the terms of this
Contract.
ARPA Regulations means regulations found at 31 CFR Part 35 and Social Security Act,
Title VI-Coronavirus Relief, Fiscal Recovery, and Critical Capital Projects Funds.
ARPA Requirements means the development of and maintenance of 10 Deeply
Affordable Units with a good faith effort to provide PSH Units as available.
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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.
Chronically Homeless means an individual who has meets one of the following conditions
A homeless individual with a disability as defined in section 401(9) of the
McKinney-Vento Assistance Act (42 U.S.C . 11360(9)), who:
o Lives in a place not meant for human habitation, a safe haven, or in
an emergency shelter, and
o Has been homeless and living as described for at least 12 months or
on at least 4 separate occasions in the last 3 years, as long as the
combined occasions equal at least 12 months and each break in
homelessness separating the occasions included at least 7
consecutive nights of not living as described.
An individual who has been residing in an institutional care facility for less,
including jail, substance abuse or mental health treatment facility, hospital,
or other similar facility, for fewer than 90 days and met all the criteria of
this definition before entering that facility; or
A family with an adult head of household (or, if there is no adult in the
family, a minor head of household) who meets all the criteria of this
definition, including a family whose composition has fluctuated while the
head of household has been homeless.
Complete Documentation means the following documentation as applicable:
Attachments I and II of Exhibit “F”, with supporting documentation as
follows:
o Proof of expense: copies of timesheets, invoices, leases, service
contracts or other documentation showing the nature of the cost and that
payment is due by Partnership.
o Proof of payment: cancelled checks, bank statements, conditional and
unconditional lien releases, as appropriate, or wire transfers necessary
to demonstrate that amounts due by Partnership were actually paid by
Partnership.
Other documentation: (i) complete packet of all conditional, and
unconditional, lien releases for all draws and including the final lien releases
signed by Partnership’s general contractor or subcontractors, if applicable;
(ii) copies of all City permits and City-issued “pass” inspections for such
work; (iii) documentation showing compliance with BDE or DBE bidding
process for procurement or Contract activities, if applicable; (iv) proof of
contractor, vendor or subcontractor eligibility as described in Section 7.6;
and (v) any other documents or records reasonably necessary to verify costs
spent and regulatory compliance for the Project.
Complete Documentation shall meet the standards described in the attached
Exhibit “J” – Standards for Complete Documentation .
Completion means the substantial completion of the new construction of the Project as
evidenced by a Neighborhood Services Department Minimal Acceptable Standard
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Inspection Report, a HUD Compliance Inspection Report, all applicable City final
inspection approvals, and receipt of a final Certificate of Occupancy.
Completion Deadline means September 30, 2026 or eighteen months after closing
whichever is later.
DBE means disadvantaged business enterprise in accordance with 49 CFR Part 26.
Deed of Trust means the deed of trust from Partnership in favor of City covering the
Property and securing the indebtedness evidenced therein as well as Partnership’s
performance of the requirements of this Contract, including the ARPA Requirements and
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.
Deeply Affordable Unit means a housing unit reserved for an individual whose income
does not exceed more than 30% of the Area Median Income (AMI).
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.
Expenditure Deadline means December 31, 2026 which is the date by which the ARPA
Funds must be spent.
Good Faith Effort means actions taken in good faith, and supported by documentation, to
provide PSH Units at the Project. Supporting documentation will be available to the City
upon request for so long as the funding is available to operate and provide services for PSH
Units.
HMIS means Homeless Management Information System, a client services database
administered by the local Continuum of Care to gather consistent client and performance
data for all federally-funded homeless services programs. HMIS is one of the tools used
to implement the Coordinated Entry process. In Fort Worth, Partnership Home (formerly
the Tarrant County Homeless Coalition) is currently designated as the HMIS Lead Entity
responsible for administering the local HMIS.
Loan means the ARPA Funds provided to Partnership by City in the form of a zero-interest
deferred payment loan under the terms of this Contract as more particularly described in
the Loan Documents.
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
Partnership’s performance of the ARPA Requirements, and the City Requirements, during
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the Performance Period, as the same may from time to time be extended, amended, restated,
supplemented or otherwise modified.
Neighborhood Services Department means the City’s Neighborhood Services
Department, or any successor department thereto that oversees this Contract.
Partnership means Columbia Renaissance Square III, LP, a Texas limited partnership.
Performance Period means the 20-year period during which Partnership will fulfill the
ARPA Requirements and will comply with all other terms and conditions of this Contract
and the Loan Documents. The Performance Period begins on the date that the certificate
of occupancy is issued, or, on such other date that the Parties mutually agree.
Permanent Supportive Housing Program or PSH Program means the combination of
dedicated PSH Units and the accompanying supportive services provided by the Supportive
Services Provider to the tenants of the PSH Units as further described in Exhibit “M” –
Requirements for Permanent Supportive Housing Units .
Permanent Supportive Housing Tenant or PSH Tenant means a tenant of the PSH
Units.
Permanent Supportive Housing Unit or PSH Unit means a housing unit for which
supportive services are provided to assist chronically homeless persons with disabilities to
live independently as further described in Exhibit “M” – Requirements for Permanent
Supportive Housing Units.
Partnership shall use Good Faith Efforts to provide PSH Units.
Plans means the plans and specifications related to the Required Improvements prepared
by Partnership’s architect which have been delivered to and then 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
Partnership 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 land 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
11.
Required Improvements or the Project means all of the improvements necessary as
described in the attached Exhibit “A” - Project Summary and Scope of Work.
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Supportive Services Provider or SSP means the qualified service provider with
experience in providing case management to chronically homeless and formerly homeless
persons retained by Partnership at its cost to provide supportive services to the PSH
Tenants as further described in Exhibit “O” – Goals for Permanent Supportive Housing
Units, Exhibit “O-1” – Goals for Permanent Supportive Housing Case Manager,
Exhibit “O-2” – Case Management Standards, Exhibit “O-3” – Performance Reports .
At this time the Supportive Services Provider is expected to be the Salvation Army.
3. TERM.
3.1 Term of Contract.
The term of this Contract commences on the Effective Date and ends on the
Completion Deadline.
3.1.1 Extension of Contract.
This Contract may be extended upon Partnership submitting a request for an
extension in writing at least 60 days prior to the end of the Completion Deadline. The
request for an extension shall include the reasons for the extension and Partnership’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 Partnership’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 Performance Period so long as the terms and conditions
of this Contract and the Loan Documents have been met.
4. DUTIES AND RESPONSIBILITIES OF CITY.
4.1 Provide ARPA Funds.
City shall provide up to $1,500,000.00 of ARPA Funds in the form of a low-
interest, deferred payment Loan for eligible expenses under the terms and conditions of
this Contract and the Loan Documents.
4.2 City Will Monitor.
City will monitor the activities and performance of Partnership and any of its
contractors, subcontractors or vendors throughout the Performance Period, but no less
than annually. Monitoring by City will include monitoring whether Partnershipis meeting
and complying with the ARPA Requirements and all requirements of this Contract during
the Performance Period.
5. DUTIES AND RESPONSIBILITIES OF PARTNERSHIP.
5.1 Construction of Required Improvements.
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Partnership will complete 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.
5.1.1 Written Cost Estimates, Construction Contracts and Construction
Documents.
Partnership shall submit to City any written cost estimates, construction contracts
and construction documents (collectively, the “Construction Documents”) which will be
prepared by Partnership to show the work to be undertaken for the Required Improvements
in sufficient detail that City can perform all required inspections. City shall review and
approve written cost estimates for the construction of the Required Improvements to
determine that such costs are reasonable prior to the commencement of construction. In
the event City in its reasonable discretion determines that such costs are unreasonable,
Partnership shall cause the revision of said costs estimates to City’s satisfaction.
5.2 Use of ARPA Funds.
5.2.1. Compliance with ARPA Regulations and Contract.
Partnership 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 are reasonable
and consistent with industry norms.
5.2.1.3 Complete Documentation, as applicable, is submitted to City
by Partnership.
5.2.2. Budget.
Partnership agrees that ARPA Funds will be paid in accordance with Exhibit “B”
– Budget and Exhibit “C” – Construction and Reimbursement Schedule. Partnership
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.
5.2.3.1 Partnership will notify City promptly of any additional funds
it receives for construction of the project, and City reserves the
right to amend this Contract in such instances to ensure
compliance with ARPA regulations and other federal
regulations governing cost allocation.
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5.2.3.2 Partnership agrees to utilize the ARPA Funds to supplement
rather than supplant funds otherwise available for the project.
5.3 Payment of ARPA Funds to Partnership.
5.3.1 ARPA Funds will be disbursed to Partnership upon City’s approval of
Partnership’s Reimbursement Requests, including submission of Complete Documentation
to City in compliance with Section 11. It is expressly agreed by the Parties that any ARPA
Funds not reimbursed to Partnership upon completion of the Required Improvements shall
remain with City.
5.3.2 The ARPA Funds shall bear no interest so long as Partnership has complied
with all state and federal laws, all federal regulations, including ARPA regulations, all local
ordinances, and this Contract. The City, in its sole discretion, may waive repayment of the
ARPA Funds if requested by Partnership.
5.4 Identify Project Expenses Paid with ARPA Funds .
Partnership will 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.
5.5 Acknowledgement of City Payment of ARPA Funds.
Within 90 days of Completion, Partnership 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 Partnership identifying with specificity all or any portion of the ARPA
Funds that City has not paid to Partnership. After receipt of said document, City shall
determine if City has any further obligation under the terms herein to pay Partnership any
more ARPA Funds. Partnership and City agree to work together in good faith to determine
if any further ARPA Funds are due to Partnership, but City in its sole discretion shall make
the final determination as to whether any such ARPAFunds are still due after consideration
of Partnership’s performance of its obligations under this Contract including Partnership’s
performance of the ARPA Requirements and the City Requirements.
5.6 Security for City’s Interest and Partnership’s Performance .
To secure City’s interest in the Required Improvements and the performance of the
ARPA Requirements, and any of Partnership’s other obligations hereunder, Partnership
shall execute the Loan Documents and record the Deed of Trust encumbering the Property
prior to having any construction materials delivered to the Property or commencing any
work on the Required Improvements. No ARPA Funds will be paid or reimbursed until
the Loan Documents are executed and the Deed of Trust is recorded.
5.6.1 Loan Terms and Conditions.
Partnership will be required to:
5.6.1.1 Execute the Promissory Note and Deed of Trust along with
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any other Loan Documents required by City.
5.6.1.2 Provide City with a Mortgagee’s Policy of title insurance in
the amount of the Loan.
5.6.1.3 Pay all costs associated with closing the Loan.
5.6.1.4 Provide City with an estimated settlement statement at least 1
business day before closing.
5.6.1.5 Ensure City’s ARPA lien is subordinate only to
construction/permanent loans and any other City financing for
the project. City must approve in writing any secured
financing for the project that is to be subordinate to the Loan.
5.6.1.6 The term of the Loan shall be as specified in Section 3.2.
5.6.1.7 No interest shall accrue on the Loan provided that Partnership
complies with the terms and conditions of the Loan
Documents.
5.6.1.8 The Loan is an interest free loan with payments commencing
at completion of the Project as more specifically described in
the Loan Documents.
5.6.1.9 Early repayment of the Loan shall not relieve Partnership of
its obligations under this Contract or the ARPA Regulations
including but not limited to complying with the ARPA
Requirements or the City Requirements. The Deed of Trust
shall secure both repayment of the ARPA Funds and
performance by Partnership of its obligations under this
Contract and the requirements of the ARPA Regulations
during the Performance Period.
5.6.1.10 Except for conversion to a permanent loan with Partnership’s
permanent lender, refinancing of the Loan or any subordinate
financing (other than that approved herein or otherwise by
City), shall require City’s prior written approval for the
purpose of ensuring compliance with the ARPA Requirements
and the City Requirements. City’s approval of refinancing of
the Loan or approval of any subordinate financing shall not be
unreasonably conditioned or withheld.
5.6.1.11 Failure by Partnership to comply with this Section 5.6
will be an event of default under this Contract and the
Loan Documents.
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5.7 ARPA and City Requirements.
Partnership shall ensure that it complies with both ARPA and City Requirements
throughout the Performance Period.
5.8 ARPA Requirements Survive Transfer.
Any sale or transfer of the Property during the Performance 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 Partnership’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 Partnership’s obligations under this
Contract will result in termination of the Contract and Partnership must repay City in
accordance with the provisions of Section 5.6.1.8 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 Performance Period, the new owner or transferee must assume all of
Partnership’s obligations under this Contract that survive its termination as set forth herein
including but not limited to complying with the ARPA Requirements and City
Requirements. If the new owner or transferee does not assume Partnership’s surviving
obligations hereunder, then Partnership must repay City in accordance with the provisions
of Section 5.6.1.8 within 30 days of written notice by City or City may pursue any of its
remedies under this Contract or the Loan Documents.
6. PERMANENT SUPPORTIVE HOUSING
6.1 PSH Program, Units, and Tenants.
Partnership acknowledges that it obtained an allocation of ARPA funds from the
City by committing to exercise Good Faith Efforts to provide PSH Units as a part
of a larger project. Partnership is responsible for identifying long term funding to
fill any gap to subsidize the rents for the PSH Units and provide the necessary
Supportive Services to the PSH Tenants, and, if applicable will enter into separate
agreements with the entities furnishing the vouchers and/or the rental assistance
and the Supportive Services. The Supportive Services for the Project will be
managed in accordance with the requirements of Exhibit “M”—Permanent
Supportive Housing Requirements. Tenant Eligibility for Qualifying
Populations.
Eligibility of Chronically Homeless prospective tenants shall be
documented upon entry to the Project through HMIS with records of length of time
period(s) of homelessness and nature of disability from a qualified service provider.
After admission the qualified population tenant retains eligibility irrespective of
changes in income or whether the household continues to meet the definition of a
Qualifying Population.
6.1.1 Tenant Selection: Qualifying Populations.
Project and Property Manager will identify tenants for the Project as
described in this section.
6.1.1.1 Preference for Chronically Homeless.
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Project will implement a preference for Chronically Homeless tenants for a PSH
Unit, if any. Property Manager will ensure that full documentation of Chronically
Homeless status is maintained in tenant files, including documentation of disability
and documentation of length of time(s) tenant was previously homeless.
6.1.2 Use of Continuum of Care Coordinated Entry for Tenant Selection .
To achieve initial lease-up and throughout the Compliance Period, Project
will use the Supportive Service Provider as its primary source of tenant referrals.
The Continuum of Care Coordinated Entry System will be used only in the event
the Supportive Service Provider no longer has an active tenant referral listing.
6.1.3 Use of Other Referral Sources for Tenant Selection .
Only after the Supportive Service Provider does not have an active tenant
referral listings and to the extent that the local Continuum of Care’s Coordinated
Entry system does not include provision of services to all Qualifying Populations
to comply with the Project, the Project must use other referral methods for tenant
selection along with Coordinated Entry System referrals for PSH Units. Therefore,
the Project may receive referrals of Chronically Homeless individuals from other
service providers as needed to obtain and maintain full occupancy. Records of such
referrals must be maintained in chronological order based on the date and time
received, in conjunction with referrals received from the Coordinated Entry system.
The Project must maintain the preference for Chronically Homeless by holding any
such non-Coordinated Entry referrals in “pending status” until documentation of
Chronic Homelessness has been confirmed by the Property Manager or Project
Supportive Services Provider through the HMIS system or through review of the
referring entity’s client source documentation.
6.1.1 Upon request by City, Partnership agrees to furnish City with final,
executed copies of any contracts it has with agencies or third parties for
vouchers for other forms of rental assistance for the PSH Tenants.
7. CONSTRUCTION.
7.1. Construction Schedule.
Partnership will construct the Required Improvements in accordance with the
schedule set forth in the attached Exhibit “C” – Construction and Reimbursement
Schedule. Partnership shall not begin construction of the Required Improvement until City
sends a Notice to Proceed. Partnership’s failure to meet the Construction Schedule shall
be an event of default under this Contract. Subject to Section 15.19, Partnership may not
change the Construction Schedule without the Director’s prior written approval; which
approval shall be in the Director’s sole discretion.
7.1.1 Construction Inspections.
The construction of the Required Improvements must pass a Neighborhood
Services Department Minimal Acceptable Standard Inspection and any other applicable
required inspections during the construction period, along with any applicable City final
inspection approval at the completion of construction of the Required Improvements.
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7.2 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; (ii) meet all City building codes, and (iii) cannot deviate from the items
approved more particularly described in Exhibit “A” – Project Summary and Scope of
Work.
7.3 Property Standards During Construction.
Partnership shall comply with the requirements as they relate to City’s property
standards as well as all applicable accessibility standards for the Required Improvements.
Partnership 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, Partnership must submit Texas Department of Licensing and Regulation
(“TDLR”) certificates for compliance with TDLR’s accessibility standards at Completion.
7.4 Lead-Based Paint Requirements.
If applicable, Partnership 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.
7.5 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 Partnership or any of its architects, contractors 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
Partnership or any of its architects, contractors or subcontractors, and their respective
officers, agents, employees and lower tier subcontractors.
7.6 Contractor, Vendor and Subcontractor Requirements .
Partnership will use commercially reasonable efforts to ensure that all contractors
or vendors utilized by Partnership in the construction of the Required Improvements or
subcontractors utilized by Partnership’s general contractor are appropriately licensed and
such licenses are maintained throughout the construction of the Required Improvements.
Partnership shall ensure that all subcontractors or vendors utilized by Partnership or
subcontractors utilized by Partnership’s general contractor 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. Partnership understands and acknowledges that 24 CFR Part 85.35
forbids Partnership from hiring or continuing to employ any contractor,
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subcontractor or vendor that is listed on the Federal Excluded Parties List System for
Award Management, www.sam.gov (“SAM”). Partnership must confirm by search of
SAM that all contractors, 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, 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, subcontractor or vendor has been debarred, suspended, or is not properly
licensed, Partnership or Partnership’s general contractor shall immediately cause such
contractor, subcontractor or vendor to stop work on the Required Improvements and
Partnership shall not be reimbursed for any work performed by such contractor,
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, subcontractor or vendor. Partnership
acknowledges that the provisions of this Section pertaining to SAM shall survive the
termination of this Contract and be applicable for the length of the Performance
Period.
7.7 Furnish Complete Set of “As Built” Plans.
Partnership shall furnish City a complete set of “as built” plans for the Required
Improvements at completion of construction after all final approvals have been obtained.
8. COMPLIANCE WITH ARPA REGULATIONS DURING
PERFORMANCE PERIOD.
8.1 Services Provided in the Building
Funds from ARPA were used to pay for the construction of ten (10) Deeply
Affordable Units with a Good Faith Effort to provide PSH Units as available; therefore,
City and Partnership agree that these units must be reserved for those earning 30% or less
of the area median income throughout the Affordability Period and confirm to all
applicable ARPA regulation and ARPA Requirements.
8.2 Property Standards During Performance Period.
Partnership shall ensure that the Required Improvements are maintained in good
order and repair and in accordance with all applicable City property standards for the
duration of the Performance Period, which at a minimum shall be those property standards
required by City codes, the ARPA Regulations, and the Section 504 requirements.
Partnership will allow City to make on-site inspections to verify maintenance of the
Required Improvements if City requests such an inspection; however, City has no
obligation to inspect the premises.
9. ADDITIONAL REQUIREMENTS.
Partnership agrees to comply with all requirements of the ARPA Program as stated
in the ARPA Regulations, including, but not limited to the following:
9.1 Environmental Review.
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Funds will not be paid, and costs cannot be incurred until City has conducted and
completed an Environmental Review Record as required by 24 CFR Part 58. The
environmental review may result in a decision to proceed with, modify, or cancel the
project. Further, Partnership will not undertake or commit any funds to physical or choice
limiting actions including if applicable property acquisition, demolition, movement,
rehabilitation, conversion, repair or construction prior to the environmental clearance. Any
violation of this provision will (i) cause this Contract to terminate immediately; (ii) require
Partnership to repay City in accordance with the provisions of Section 5.6.1.8 within 30
days of termination under this Section; and (iii) forfeit any future payments of ARPA
Funds.
9.1.2 Mitigation.
It has been determined that no mitigation measures are required for this project.
9.2 Contract Not Constituting Commitment of Funds.
Notwithstanding any provision of this Contract, the Parties agree and acknowledge
that this Contract does not constitute a commitment of ARPA Funds, and that such
commitment or approval may occur onlyupon satisfactory completion of an Environmental
Review Record and receipt by City of an authorization to use grant funds from HUD under
24 CFR Part 58.
9.3. Monitoring.
Partnership understands and agrees that it will be subject to monitoring by City for
compliance with the ARPA Regulations and this Contract for the duration of this Contract
and the Performance Period. Partnership will provide access to all files related to the
Project or Contract activities and services as requested by City for 5 years after the end of
the Performance Period, and will meet all the reporting requirements set out in this
Contract. This Section (9.3 – 9.3.4) shall survive the earlier termination or expiration
of this Contract.
9.3.1 Representatives of City and Department of the Treasury shall have access
during regular business hours, upon 48 hours’ prior notice, to Partnership’s offices and
records that are related to the use of the ARPA Funds, the ARPA Requirements and the
City Requirements, and to Partnership’s officers, directors, agents, employees, contractors
and subcontractors for the purpose of such monitoring.
9.3.2 In addition to other provisions of this Contract regarding frequency of
monitoring, City reserves the right to perform desk reviews or on-site monitoring of
Partnership’s compliance with the terms and conditions of this Contract and the Loan.
After each monitoring visit, City shall provide Partnership with a written report of the
monitor’s findings. If the monitoring report notes deficiencies in Partnership’s
performance, the report shall include requirements for the timely correction of said
deficiencies by Partnership. Failure by Partnership to take the action specified in the
monitoring report may be cause for suspension or termination of this Contract as provided
herein or City may take all actions allowed in the Loan Documents.
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9.3.3 Partnership shall annually provide to City the results of any state or federal
monitoring related to the project or the Program. Such results shall be submitted annually
to City with the submission of its annual audit and financial statements.
9.3.4 This Section 9.3 shall be applicable for the duration of the Contract term,
the Performance Period and for 5 years thereafter and shall survive the earlier
termination or expiration of this Contract.
9.4 Compliance with the Uniform Relocation Act.
If applicable, Partnership shall comply with the relocation requirements of 24 CFR
Part 580.606 and all other applicable Federal and state laws and City ordinances and
requirements.
9.5 Compliance with Davis-Bacon.
If applicable, Partnership and its general contractor and all lower tier subcontractors
will comply with the Davis-Bacon Act as described in Section 15.14 and Exhibit “H” –
Federal Labor Standards Provisions – Davis-Bacon Requirements.
9.6 Partnership Procurement Standards.
Partnership shall comply with all applicable federal, state and local laws,
regulations, and ordinances for making procurements under this Contract. In addition to
the conflict of interest provisions in Section 15.13.3, Partnership 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, Partnership shall comply at a minimum with the
procurement standards in 2 CFR Part 200.317 through Part 200.326.
9.6.1 Contracts in excess of $10,000.00 made by Partnership using ARPA Funds
must address termination for cause and convenience including the manner by which such
termination shall be effected and the basis for settlement of the terminated contract, if any,
as required by Appendix II (B), 2 CFR Part 200.
9.6.2 Partnership shall not make any contract with parties listed on the government
wide System for Award Management, www.sam.gov (“SAM”). Partnership must confirm
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.
9.7 Cost Principles/Cost Reasonableness.
As applicable, the eligibility of costs incurred for performance rendered shall be
determined in accordance 2 CFR Part 200.400 through 2 CFR Part 200.475, regarding cost
reasonableness and allocation.
9.8 Financial Management Standards.
Partnership agrees to adhere to the accounting principles and procedures required
in 2 CFR Part 200, utilize adequate internal controls, and maintain necessary supporting
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and back-up documentation for all costs incurred in accordance with 2 CFR Part 200.302
and Part 200.303.
9.9 Uniform Administrative Requirements.
As applicable, Partnership will comply with the Uniform Administrative
Requirements, Cost Principles, and Audit Requirements for Federal Awards in 2 CFR Part
200, or any reasonably equivalent procedures and requirements that City may require.
9.10 Compliance with FFATA and Whistleblower Protections .
Partnership shall provide City with all necessary information for City to comply
with the requirements of 2 CFR Part 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.
9.11 Internal Controls.
In compliance with the requirements of 2 CFR Part 200.303, Partnership shall:
9.11.1 Establish and maintain effective internal control over the ARPA Funds that
provides reasonable assurance that Partnership is managing the ARPA Funds 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”);
9.11.2 Comply with federal statutes, regulations, and the terms and conditions of
this Contract;
9.11.3 Evaluate and monitor Partnership’s compliance with statutes, regulations
and the terms and conditions of this Contract;
9.11.4 Take prompt action when instances of noncompliance are identified
including noncompliance identified in audit findings; and
9.11.5 Take reasonable measures to safeguard protected personally identifiable
information and other information that the Treasury or City designates as sensitive or
Partnership considers sensitive consistent with applicable federal, state, local and tribal
laws regarding privacy and obligations of confidentiality.
9.12 Copyright 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 Partnership.
The Treasury and City shall possess all rights to invention or discovery, as well as rights
in data which may arise as a result of Partnership’s performance under this Contract.
9.13 Terms Applicable to Contractors, Subcontractors and Vendors.
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Partnership understands and agrees that all terms of this Contract, whether
regulatory or otherwise, shall apply to any and all contractors, subcontractors and vendors
of Partnership which are in any way paid with ARPA Funds or who perform any work in
connection with the Required Improvements. Partnership shall cause all applicable
provisions of this Contract to be included in and made a part of any contract or subcontract
executed in the performance of its obligations hereunder, including, if applicable, its
obligations regarding the ARPA Regulations, the ARPA Requirements, and all
requirements hereunder during the Performance Period. Partnership shall monitor the
services and work performed by its contractors, subcontractors and vendors on a regular
basis for compliance, as applicable, with the ARPA Regulations, the ARPA Requirements,
and the Contract provisions. Partnership must cure all violations of the ARPA Regulations
committed by its contractors, subcontractors or vendors. City maintains the right to insist
on Partnership’s full compliance with the terms of this Contract and the ARPA
Regulations, and Partnership is responsible for such compliance regardless of whether
actions taken to fulfill the requirements of this Contract are taken by Partnership or by
Partnership’s contractors, subcontractors or vendors. Partnership acknowledges that the
provisions of this Section shall survive the earlier termination or expiration of this
Contract and be applicable for the length of the Performance Period and for 5 years
thereafter.
9.14 Payment and Performance Bonds.
Subject to the requirements of 2 CFR Part 200.325, Partnership shall furnish City
with payment and performance bonds in a form acceptable to City in the amount of the
construction cost for the Project but not less than $1,500,000.00. At City’s discretion, other
forms of assurance may be acceptable so long as they meet the requirements of the ARPA
Regulations or other federal requirements and the federal interest is adequately protected.
9.15 Conflict of Interest Disclosure.
In accordance with the requirements of Section 15.13.2.1 and 15.13.4, Partnership
shall establish conflict of interest policies for federal awards. Partnership shall disclose to
City in writing any potential conflict of interest.
9.16 Uniform Administrative Requirements.
Partnership will comply with the Uniform Administrative Requirements set forth
in 24 CFR Part 570.502, or any reasonably equivalent procedures and requirements that
City may require.
10. RECORD KEEPING, REPORTING AND DOCUMENTATION
REQUIREMENTS; AUDIT.
10.1 Record Keeping.
Partnership 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, Partnership will keep or cause to be kept an accurate record of all actions
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taken and all funds spent, with supporting and back-up documentation. Partnership will
maintain all records and documentation related to this Contract for 5 years after the
expiration of the Performance Period. If any claim, litigation, or audit is initiated before
the expiration of the 5-year period, the records must be retained until all such claims,
litigation or audits have been resolved.
10.1.2 Access to Records.
City, the Treasury and any duly authorized officials of the federal government will
have full access to, and the right to examine, audit, excerpt and/or transcribe any of
Partnership’s records pertaining to all matters covered by this Contract throughout the
Performance Period and for 5 years thereafter. Such access shall be during regular business
hours and upon at least 48 hours’ prior notice.
10.2 Reports.
Partnership will submit to City all reports and documentation described in this
Contract, in such form as City may prescribe. Partnership may also be required to submit
a final performance and financial report if required by City at the termination of this
Contract and/or the termination of the Loan in such form and within such times as City
may prescribe. Failure to submit any report or documentation described in this
Contract to City shall be an event of default of this Contract and City may exercise
all of it remedies for default under this Contract and Loan Documents . City shall not
exercise its rights hereunder for default until it gives the Partnership 45 days’ notice of
such failure and Partnership has failed to cure such default.
10.2.1 Additional Information.
Partnership shall provide City with additional information as may be required by
federal or state agencies to substantiate ARPA activities and/or expenditure eligibility.
10.3 Change in Reporting Requirements and Forms .
City retains the right to change reporting requirements and forms at its discretion.
City will notify Partnership 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.
10.4 Audit.
10.4.1 Entities that Expend $1,000,000.00 or more in Federal Funds Per Year .
All non-federal entities that expend $1,000,000.00 or more in federal funds within 1
year, regardless of the source of the federal award, must submit to City an annual audit
prepared in accordance with specific reference to 2 CFR Part 200.501 through Part
200.521. If applicable, the audit shall cover Partnership fiscal years during which this
Contract is in force. The audit must be prepared by an independent certified public
accountant, be completed within 6 months following the end of the period being audited
and be submitted to City within 30 days of its completion. Partnership audit certification
is attached hereto as Exhibit “D” – “Audit Certification Form” and “Audit
Requirements”. The Audit Certification Form must be submitted to City prior to or
with the first Reimbursement Request. Entities that expend less than $1,000,000.00 a year
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in federal funds are exempt from federal audit requirements for that year, but records must
be available for review or audit by appropriate officials of the federal agency, City, and
General Accounting Office.
10.4.2 City Reserves the Right to Audit.
City reserves the right to perform an audit (i) of Partnership’s expenditure of ARPA
Funds or (ii) program income in accordance with Section 7.4, at any time during the term
of this Contract, the Performance Period, or within 5 years thereafter as the case may be, if
City determines that such audit is necessary for City’s compliance with the ARPA
Regulations or other requirements hereunder, and Partnership agrees to allow access to all
pertinent materials as described herein. If such audit reveals a questioned practice or
expenditure, such questions must be resolved within 15 business days after notice to
Partnership 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 and/or
future contract(s) with Partnership. IF AS A RESULT OF ANY AUDIT IT IS
DETERMINED THAT PARTNERSHIP HAS FALSIFIED ANY
DOCUMENTATION OR MISUSED, MISAPPLIED OR MISAPPROPRIATED
ARPA FUNDS OR SPENT ARPA FUNDS ON ANY INELIGIBLE ACTIVITIES,
PARTNERSHIP AGREES TO REIMBURSE CITY THE AMOUNT OF SUCH
MONIES PLUS THE AMOUNT OF ANY SANCTIONS, PENALTY OR OTHER
CHARGE LEVIED AGAINST CITY BY THE TREASURY BECAUSE OF SUCH
ACTIONS.
11. REIMBURSEMENT REQUIREMENTS.
Partnership shall provide City with Complete Documentation and the following
reports as shown in Exhibit “F” – Reimbursement Forms with each Reimbursement
Request:
11.1 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 Partnership. By signing
Attachment I, Partnership 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.
11.2 Attachment II – Expenditure Worksheet.
This report shall itemize each expense requested for reimbursement by Partnership.
In order for this report to be complete the following must be submitted:
11.2.1 Invoices for each expense with an explanation as to how the expense
pertains to the project, if necessary;
11.2.2 Conditional and unconditional lien releases, as appropriate, from
Partnership and 1st tier subcontractors; and
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11.2.3 Proof that each expense was paid by Partnership, which proof can be
satisfied by cancelled checks, wire transfer documentation, paid receipts or other
appropriate banking documentation.
11.3. Deadline for Submitting Reimbursement Requests.
All Reimbursement Requests along with Complete Documentation shall be
submitted by Partnership to City within 60 days from each of the deadlines as shown in
Exhibit “C” – Construction and Reimbursement Schedule .
11.3.1 CITY SHALL HAVE NO OBLIGATION TO PAY ANY
REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 60 DAYS OF
THE DEADLINES SHOWN IN EXHIBIT “C” – CONSTRUCTION AND
REIMBURSEMENT SCHEDULE. In addition, Partnership’s failure to timely submit
Reimbursement Requests and Complete Documentation along with any required reports
shall be an event of default.
11.3.2 CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT
ON ANY REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 30
DAYS OF THE COMPLETION DEADLINE.
11.3.3 Final Payment.
Final payment will not be made until City has verified that the Required
Improvements are complete at the time of such Reimbursement Request and that a final
inspection is completed by a Transportation and Public Works inspector and a green sheet
is issued.
11.4 Withholding Payment.
11.4.1 CITY SHALL WITHHOLD PAYMENTS REQUESTED UNDER
THIS CONTRACT IF COMPLETE DOCUMENTATION IS NOT RECEIVED.
11.4.2 FINAL REIMBURSEMENT SHALL NOT BE MADE UNTIL
ALL LIENS ARE RELEASED TO CITY’S SATISFACTION.
11.5 Timing of Payment.
Provided that Partnership submits Complete Documentation in conformance with
the requirements of this Contract and the ARPA Regulations, City will reimburse
Partnership for eligible expenses within 30 calendar days of receipt of the accepted Request
for Reimbursement.
12. DEFAULT AND TERMINATION.
12.1 Failure to Begin or Complete the Required Improvements.
12.1.1 If Partnership fails to begin construction on the Required Improvements
within 6 months of the execution of this Contract, the Contract shall automatically
terminate without further warning or opportunity to cure, and with no penalty or liability
to City.
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12.1.2 If City determines that the Required Improvements were not completed
by the Completion Deadline (as may be modified in accordance with Section 15.19) or
have failed to pass any of the inspections described in Section 7.1.1 (or to promptly correct
any noted deficiency and subsequently pass such inspection), 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 that
Partnership repay City in accordance with the provisions of Section 5.6.1.8 within 30 days
of written notice by City or City may pursue any of its remedies under this Contract or the
Loan Documents.
12.2 Failure to Submit Complete Documentation During Construction .
12.2.1 If Partnership fails to submit 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 ARPA
Regulations as determined by City, City will notify Partnership in writing and the
Partnership will have 15 calendar days from the date of the written notice to submit or
resubmit any such report or documentation. If Partnership 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 15 days (a total of 30 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 Partnership 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 Partnership during the period that any such report or
documentation is not in compliance with this Contract or the ARPA Regulations.
12.2.2 If any of Partnership’s Reimbursement Requests are incomplete or
otherwise not in compliance with this Contract or ARPA Regulations as determined by
City, Partnership shall be in default of this Contract. City will notify Partnership in writing
of such default and the Partnership will have 15 calendar days from the date of the written
notice to resubmit any such Reimbursement Request to cure the default. If the Partnership
fails to cure the default within such time, Partnership shall forfeit any payments otherwise
due under such Reimbursement Request. If such failure to resubmit such Reimbursement
Request continues for an additional 15 days (a total of 30 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 Partnership 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 Partnership during the period that any such Reimbursement Request
is not in compliance with this Contract or the ARPA Regulations.
12.2.3 In the event of more than two (2) instances of default, cured or uncured,
under Sections 12.2.1 or 12.2.2, City reserves the right at its sole option to terminate this
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Contract effective immediately upon written notice of such intent with no penalty or
liability to City.
12.2.4 Notwithstanding anything to the contrary herein, City will not be
required to pay any ARPA Funds to Partnership 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 Partnership is in default of
this Contract.
12.2.5. In the event of termination under this Section 12.2, all ARPA Funds
awarded but unpaid to Partnership pursuant to this Contract shall be immediately forfeited
and Partnership shall have no further right to such funds, and any ARPA Funds already
paid to Partnership must be repaid by Partnership to City within 30 days of termination
under this Section, or at City’s election Partnership must repay City in accordance with the
provisions of Section 5.6.1.8. Failure to repay will result in City exercising all legal
remedies available to City under this Contract and the Loan Documents.
12.3 Failure to Maintain or Submit Required Reports and
Documentation During Performance Period .
If Partnership fails to maintain all records and documentation as required in Section
10, 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 Partnership in writing and the Partnership will have
15 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
Partnership fails to maintain the required reports or documentation, or submit or resubmit
any such report or documentation within such time, City shall have the right to terminate
this Contract effective immediately upon written notice of such intent with no penalty or
liability to City. In the event of termination under this Section 12.3, any ARPA Funds paid
to Partnership must be repaid by Partnership to City within 30 days of termination under
this Section, or at City’s election Partnership 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 this Contract and the Loan Documents.
12.4 In General.
12.4.1 Subject to Sections 12.1, 12.2 and 12.3, and unless specifically provided
otherwise in this Contract, Partnership shall be in default under this Contract if Partnership
breaches any term or condition of this Contract. In the event that such a breach remains
uncured after 30 calendar days following written notice by City (or such other notice period
as may be specified herein) or, if Partnership has diligently and continuously attempted to
cure following receipt of such written notice but reasonably required more than 30 calendar
days to cure, as determined by the Parties mutually and in good faith, City shall have the
right to elect, in City’s sole discretion, to (i) extend Partnership time to cure, (ii) terminate
this Contract effective immediately upon written notice of such intent to Partnership, or
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(iii) to pursue any other legal remedies available to City under this Contract or the Loan
Documents.
12.4.2 City’s remedies may include but are not limited to:
12.4.2.1 Direct Partnership, 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.
12.4.2.2 Direct Partnership to establish and follow a management
plan that assigns responsibilities for carrying out the
remedial activities.
12.4.2.3 Cancel or revise activities likely to be affected by the
performance deficiency before expending ARPA Funds for
the activities.
12.4.2.4 Reprogram ARPA Funds that have not yet been expended
from affected activities to other eligible activities or
withhold ARPA Funds.
12.4.2.5 Direct Partnership to reimburse City the full amount of the
ARPA Funds provided to Partnership.
12.4.2.6 Suspend reimbursement of ARPA Funds for affected
activities.
12.4.2.7 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 or any
other contracts with Partnership, and any other available
remedies.
12.4.3 In the event of termination under this Section 12.4, all ARPA Funds
awarded but unpaid to Partnership pursuant to this Contract shall be immediately rescinded
and Partnership shall have no further right to such funds and any ARPA Funds already paid
to Partnership must be repaid by Partnership to City within 30 days of termination, or at
City’s election Partnership must repay City in accordance with the provisions of Section
5.6.1.8. Failure to repay such ARPA Funds will result in City exercising all legal
remedies available to City under this Contract or the Loan Documents .
12.5 No Funds Disbursed While in Breach.
Partnership understands and agrees that no ARPA Funds will be paid to Partnership
until all defaults are cured to City’s satisfaction.
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12.6 No Compensation After Date of Termination.
In the event of termination, Partnership shall not receive any compensation for work
undertaken after the date of the termination.
12.7 Rights of City Not Affected.
Termination shall not affect or terminate any of the existing rights of City against
Partnership, or which may thereafter accrue because of such default, and this provision
shall be in addition to any and all other rights and remedies available to City under the law
and Loan Documents including, but not limited to, compelling Partnership to complete the
Required Improvements in accordance with the terms of the Contract. Such termination
does not terminate any applicable provisions of this Contract that have been expressly
noted as surviving the term or early termination of the 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 Partnership default.
12.8 Waiver of Breach Not Waiver of Subsequent Breach.
The waiver of a breach of any term, covenant, or condition of this Contract shall
not operate as a waiver of any subsequent breach of the same or any other term, covenant
or condition hereof.
12.9 Civil, Criminal and Administrative Penalties .
Failure to perform all the Contract terms may result in civil, criminal or
administrative penalties, including, but not limited to those set out in this Contract.
12.10 Termination for Cause.
12.10.1 City may terminate this Contract in the event of Partnership default,
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 Partnership
pursuant to this Contract shall be immediately rescinded and Partnership shall have no
further right to such funds and any ARPA Funds already paid to Partnership must be repaid
by Partnership to City within 30 days of termination, or at City’s election Partnership must
repay City in accordance with the provisions of Section 5.6.1.8. Failure to repay will result
in City exercising all remedies available to City under this Contract or the Loan
Documents.
12.10.2 Partnership may terminate this Contract if City does not provide the
ARPA Funds substantially in accordance with this Contract.
12.11 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:
12.11.1 By City with the consent of Partnership 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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12.11.2 By the Partnership upon at least 30 days’ written notice to City, setting
forth the reasons for such termination, the effective date, and in the case of partial
termination, the portion to be terminated. In the case of a partial termination, City may
terminate the Contract in its entirety if City determines 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. If the Partnershipterminated this Contract under this section
12.11.2, all ARPA Funds awarded but unpaid to Partnership pursuant to this Contract shall
be immediately rescinded and Partnership shall have no further right to such funds and any
ARPA Funds already paid to Partnership must be repaid by Partnership to City within 30
days of termination, or at City’s election Partnership must repay City in accordance with
the provisions of Section 5.6.1.8. Failure to repay will result in City exercising all remedies
available to City under this Contract or the Loan Documents.
12.12 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 Partnership of such occurrence
and this Agreement 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.
12.13 Dissolution of Partnership Terminates Contract.
In the event Partnership is dissolved or ceases to exist, this Contract shall terminate,
at the sole option of City. In the event of termination under this Section, all ARPA Funds
are subject to repayment as required herein and/or City may exercise all of its remedies
under this Contract and the Loan Documents.
12.14 Reversion of Assets.
Partnership acknowledges that in the event this Contract is terminated with or
without cause by either party, all tangible personal property owned by Partnership 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.
13. REPAYMENT OF FUNDS.
All ARPA Funds are subject to repayment in the event the Required Improvements
do not meet the requirements as set out in this Contract or in the ARPA Regulations. If
Partnership changes use of Required Improvements to one that does not meet the ARPA
Requirements, the City Requirements and/or other requirements of the ARPA Regulations
or the terms of this Contract, Partnership must either (i) repay the ARPA Funds or (ii) at
City’s election Partnership must repay City in accordance with the provisions of Section
5.6.1.8.
14. MATERIAL OWNERSHIP CHANGE .
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If ownership of the Partnership or the Project materially changes after the date of
this Contract, City may, but is not obligated to, terminate this Contract. City has 30 days
to make such determination after receipt of notice from Partnership and failure to make
such determination will constitute a waiver. In the event of termination under this Section
14, all ARPA Funds awarded but not yet paid to Partnership pursuant to this Contract shall
be immediately rescinded and Partnership shall have no further right to such funds. Any
ARPA Funds already paid to Partnership must be repaid to City within 30 days of
termination under this Section in accordance with the terms of this Contract.
15. GENERAL PROVISIONS.
15.1 Partnership an Independent Contractor.
Partnership shall operate hereunder as an independent contractor and not as an
officer, agent, servant or employee of City. Partnership 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, vendors,
tenants, clients, licensees or invitees.
15.2 Doctrine of Respondeat Superior.
The doctrine of respondeat superior shall not apply as between City and
Partnership, its officers, members, agents, servants, employees, contractors,
subcontractors, tenants, clients, licensees or invitees, and nothing herein shall be construed
as creating a partnership or joint enterprise between City and Partnership. City does not
have the legal right to control the details of the tasks performed hereunder by Partnership,
its officers, members, agents, employees, contractors, subcontractors, vendors, tenants,
licensees or invitees.
15.3 Partnership Property.
City shall under no circumstances be responsible for any property belonging to
Partnership, its officers, members, agents, employees, contractors, subcontractors, vendors,
tenants, clients, licensees or invitees that may be lost, stolen or destroyed or in any way
damaged and PARTNERSHIP 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.
15.4 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 service.
15.5 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 Agreement
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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.
15.6 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.
15.7 Severability.
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, it is understood and agreed by the Parties that the
ARPA Requirements and regulations are integral parts of the agreement and that any
reformation of the Contract in the event of severability should include the requirement that
Partnership comply with the ARPA Requirements and regulations, reporting requirements
to verify the same, and that City shall be able to enforce the ARPA Requirements and
regulations against Partnership.
15.8 Written Agreement Entire Agreement.
This written instrument and the attachments and exhibits attached hereto, 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.
15.9. Paragraph Headings for Reference Only, No Legal Significance;
Number and Gender.
The paragraph headings contained herein are for convenience in reference to this
Contract and are not intended to define or to limit the scope of any provision of this
Contract. When context requires, singular nouns and pronouns include the plural and the
masculine gender shall be deemed to include the feminine or neuter and the neuter gender
to include the masculine and feminine. The words “include” and “including” whenever
used herein shall be deemed to be followed by the words “without limitation”.
15.10 Compliance With All Applicable Laws and Regulations .
Partnership 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 Performance Period. Those laws include, but are not limited to:
31 CFR Part 35 and Sections 603(c)(1)(A) and 603(c)(1)(C) of Title VI of the
Social Security Act Title I of the Housing and Community Development Act of
1974, as amended, (42 USC 5301 et seq.)
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Title VI of the Civil Rights Act of 1964 (42 U.S.C. Sections 2000d et seq.)
including provisions requiring recipients of federal assistance to ensure
meaningful access by person of limited English proficiency
The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C.
Sections 3601 et seq.)
Executive Orders 11063, 11246 as amended by 11375 and 12086 and as
supplemented by Department of Labor regulations 41 CFR, Part 60
The Age Discrimination in Employment Act of 1967
The Age Discrimination Act of 1975 (42 U.S.C. Sections 6101 et seq.)
The Uniform Relocation Assistance and Real Property Acquisition Policies Act
of 1970 (42 U.S.C. Sections 4601 et seq. and 49 CFR Part 24) (“URA”)
Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. Sections 794 et seq.)
and 24 CFR Part 8 where applicable
National Environmental Policy Act of 1969, as amended, 42 U.S.C. sections
4321 et seq. (“NEPA”) and the related authorities listed in 24 CFR Part 58.
The Clean Air Act, as amended, (42 U.S.C. Sections 1251 et seq.) and the Clean
Water Act of 1977, as amended (33 U.S.C. Sections 1251 et seq.) and the related
Executive Order 11738 and Environmental Protection Agency Regulations at
40 CFR Part 15. In no event shall any amount of the assistance provided under
this Contract be utilized with respect to a facility that has given rise to a
conviction under the Clean Air Act or the Clean Water Act.
Immigration Reform and Control Act of 1986 (8 U.S.C. Sections 1101 et seq.)
specifically including the provisions requiring employer verifications of legal
status of its employees
The Americans with Disabilities Act of 1990 (42 U.S.C. Sections 12101 et
seq.), the Architectural Barriers Act of 1968 as amended (42 U.S.C. sections
4151 et seq.) and the Uniform Federal Accessibility Standards, 24 CFR Part 40,
Appendix A
Regulations at 24 CFR Part 87 related to lobbying, including the requirement
that certifications and disclosures be obtained from all covered persons
Drug Free Workplace Act of 1988 (41 U.S.C. Sections 701 et seq.) and 24 CFR
Part 23, Subpart F
Executive Order 12549 and 24 CFR Part 5.105(c) pertaining to restrictions on
participation by ineligible, debarred or suspended persons or entities
Section 6002 of the Solid Waste Disposal Act, as amended by the Resource
Conservation and Recovery Act
Guidelines of the Environmental Protection Agency at 40 CFR Part 247
For contracts and subgrants for construction or repair, Copeland “Anti-
Kickback” Act (18 U.S.C. 874) as supplemented in 29 CFR Part 5
For construction contracts in excess of $2,000, and in excess of $2,500 for other
contracts which involve the employment of mechanics or laborers, Sections 103
and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327A
300) as supplemented by 29 CFR Part 5
Section 3 of the Housing and Urban Development Act of 1968, and
implementing regulations related to housing and community development
financial assistance at 24 CFR Part 75
Lead-Based Paint Poisoning Prevention Act (42 U.S.C. 4801 et seq.), as
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amended by the Residential Lead-Based Paint Hazard Reduction Act of 1992
(42 U.S.C. 4851 et seq.) and implementing regulations at 24 CFR Part 35,
subparts A, B, M, and R
Uniform Administrative Requirements, Cost Principles, and Audit
Requirements for Federal Awards, 2 CFR Part 200 et seq.
Federal Funding Accountability and Transparency Act of 2006, (Pub.L. 109-
282, as amended by Section 6205(a) of Pub.L. 110-252 and Section 3 of Pub.L.
113-101)
Federal Whistleblower Regulations, 10 U.S.C. 2409, 41 U.S.C. 4712, 10 U.S.C.
2324, 41 U.S.C. 4304 and 41 U.S.C. 4310.
15.11 Intentionally deleted.
15.11.1 Intentionally deleted.
15.11.2 Intentionally deleted.
15.11.3 Intentionally deleted.
15.11.4 Intentionally deleted.
15.12 Prohibition Against Discrimination.
15.12.1 General Statement.
Partnership, 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 requirements of 24 CFR 570.607 and the ordinances codified at Chapter 17,
Article III, Division 4 – Fair Housing of the City Code. Partnership 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 Partnership permit its officers, members, agents,
employees, vendors, or project participants to engage in such discrimination.
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 Partnership hereby covenants and agrees that Partnership, its officers, members,
agents, employees, vendors, 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,
vendors, or contractors.
15.12.2 No Discrimination in Employment during the Performance of this
Contract.
During the performance of this Contract, Partnership agrees to the following
provision, and will require for the construction of the Required Improvements that its
contractors, subcontractors, and vendors also comply with such provision by including it
in all contracts with its contractors, subcontractors, or vendors:
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[Contractor’s, Subcontractor’s 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 Name] agrees to post in conspicuous
places, 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 Name] covenants that neither it nor
any of its officers, members, agents, employees, or contractors, while engaged in
performing this Contract, shall, in connection with the employment, advancement
or discharge of employees or in connection with the terms, conditions or
privileges of their employment, 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 Name] further covenants that neither it
nor its officers, members, agents, employees, contractors, or persons acting on their
behalf, shall specify, in solicitations or advertisements for employees to work on
this Contract, a maximum age limit for such employment unless the specified
maximum age limit is based upon a bona fide occupational qualification, retirement
plan or statutory requirement.
15.12.3 Partnership’s Contractors and the ADA.
In accordance with the provisions of the Americans With Disabilities Act of 1990
(“ADA”), Partnership warrants that it and any of its contractors 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 Partnership or any of its contractors. PARTNERSHIP
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WARRANTS IT WILL FULLY COMPLY WITH ADA’S PROVISIONS AND ANY
OTHER APPLICABLE FEDERAL, STATE AND LOCAL LAWS CONCERNING
DISABILITY AND WILL DEFEND, INDEMNIFY AND HOLD CITY HARMLESS
AGAINST ANY CLAIMS OR ALLEGATIONS ASSERTED BY THIRD PARTIES
OR CONTRACTORS AGAINST CITY ARISING OUT OF PARTNERSHIP’S
AND/OR ITS CONTRACTORS’, AGENTS’ OR EMPLOYEES’ ALLEGED
FAILURE TO COMPLY WITH THE ABOVE-REFERENCED LAWS
CONCERNING DISABILITY DISCRIMINATION IN THE PERFORMANCE OF
THIS CONTRACT.
15.13 Conflict of Interest and Violations of Criminal Law .
15.13.1 Partnership Safeguards.
Partnership shall establish safeguards to prohibit its employees board members,
advisors and agents from using positions for a purpose that is or gives the appearance of
being motivated by a desire for private gain for themselves or others, particularly those
with whom they have family, business or other ties. Partnership shall disclose to City any
conflict of interest or potential conflict of interest described above, immediately upon
discovery of such.
15.13.2 General Prohibition Against Conflicts of Interest.
No persons who are employees, agents, consultants, officers or elected officials or
appointed officials of City or of Partnership 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 utilize ARPA services, 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,
unless they are accepted in accordance with the procedures set forth at 24 CFR 570.611.
15.13.2.1 Partnership shall establish conflict of interest policies for
Federal Awards and shall provide such policies in writing to City in accordance
with the requirements of 2 CFR Part 200.112.
15.13.3 Disclosure of Conflicts of Interest.
In compliance with 2 CFR Part 200.112, Partnership is required to timely disclose
to City in writing any potential conflict of interest, as described in this Section.
15.13.4 Disclosure of Texas Penal Code Violations.
Partnership affirms that it will adhere to the provisions of the Texas Penal Code
which prohibits bribery and gifts to public servants.
15.13.5 Disclosure of Federal Criminal Law Violations .
In compliance with 2 CFR Part 200.113, Partnership is required to timely disclose to City
all violations of federal criminal law involving fraud, bribery or gratuity violations
potentially affecting this Contract.
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15.14 Labor Standards.
15.14.1 As applicable, Partnership 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. Partnership
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.
Partnership 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.
15.14.2 Partnership agrees that, where required by the ARPA Regulations, all
contractors engaged under contract for construction, renovation or repair work financed in
whole or in part with assistance provided under this Contract, shall comply with Federal
requirements adopted by City pertaining to such contracts and with the applicable
requirements of the regulations of the Department of Labor under 29 CFR Parts 1, 3, 5 and
7 governing the payment of wages and ratio of apprentices and trainees to journey workers;
provided that, if wage rates higher than those required under these regulations are imposed
by state or local law, nothing hereunder is intended to relieve Partnership of its obligation,
if any, to require payment of the higher wage. Partnership shall cause or require to be
inserted in full provisions meeting the requirements of this paragraph in all such contracts
subject to such regulations.
15.14.3 If Davis-Bacon is applicable, Partnership shall provide City access to
employee payrolls, contractor and subcontractors payrolls and other wage information for
persons performing construction of the Development. Payrolls must be submitted to the
Neighborhood Services Department weekly, and must be available to Neighborhood
Services Department staff upon request. In addition, Partnership shall ensure that City will
have access to employees, contractors and subcontractors and their employees in order to
conduct onsite interviews with laborers and mechanics. Partnership shall inform its
contractors 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.
15.15 Intentionally deleted.
15.16 Other Laws.
The failure to list any federal, state or City ordinance, law or regulation that is
applicable to Partnership does not excuse or relieve Partnership from the requirements or
responsibilities in regard to following the law, nor from the consequences or penalties for
Partnership failure to follow the law, if applicable.
15.17 Assignment.
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Partnership 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
without approval shall be void, and shall constitute a breach of this Contract.
15.18 Right to Inspect Partnership Contracts.
It is agreed that City has the right to inspect and approve in writing, prior to any
charges being incurred, any proposed contracts between Partnership and (i) its general
contractor and subcontractors, including any lower tier subcontractors engaged in any
activity that is funded as a part of the construction of the Required Improvements (ii)
vendor contracts arising out of the construction of the Required Improvements, and (iii)
any third party contracts to be paid with ARPA Funds.
15.19 Force Majeure.
If Partnership 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, epidemics, pandemics, earthquakes,
fires, floods, declaration of state of emergency, restraints or prohibitions by any court,
board, department, commission or agency of the United States or of any States, civil
disturbances, or explosions, or some other reason beyond such Partnership’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. Partnership 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 Partnership’s obligation regardless of the extent of any existing Force
Majeure Event. Partnership will use commercially reasonable efforts to remedy its inability
to perform as soon as possible.
15.20 Survival.
Any provision of this Contract that pertains to the ARPA Requirements, indemnity
obligations, auditing, monitoring, reporting requirements, record keeping and reports, City
ordinances, the provisions of Section 7.6 pertaining to the Federal System Award
Management, or any other applicable ARPA Program 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 termination of the Performance Period, and shall be
enforceable by City against Partnership.
16. INDEMNIFICATION AND RELEASE.
PARTNERSHIP 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 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,
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PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE
OF THIS CONTRACT AND/OR THE OPERATIONS, ACTIVITIES AND
SERVICES OF THE REQUIRED IMPROVEMENTS DESCRIBED HEREIN,
WHETHER OR NOT CAUSED IN WHOLE OR IN PART, BY ALLEGED
NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS OR SUBCONTRACTORS OF CITY; AND PARTNERSHIP
HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY OF CITY AND
ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES FOR ANY AND ALL
CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF
WHATSOEVER 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/OR THE OPERATIONS, ACTIVITIES AND
SERVICES OF THE REQUIRED IMPROVEMENTS DESCRIBED HEREIN,
WHETHER OR NOT CAUSED IN WHOLE OR IN PART BY ALLEGED
NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS OR SUBCONTRACTORS OF CITY. PARTNERSHIP
LIKEWISE COVENANTS AND AGREES 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 PARTNERSHIP, ITS
OFFICERS, MEMBERS, AGENTS, EMPLOYEES, CONTRACTORS,
SUBCONTRACTORS, INVITEES, LICENSEES, OR PROJECT PARTICIPANTS,
OR CAUSED, IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF
OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR
SUBCONTRACTORS OF CITY.
IT IS THE EXPRESS INTENTION OF THE PARTIES, BOTH PARTNERSHIP
AND CITY, THAT THE INDEMNITY PROVIDED FOR THIS SECTION
INCLUDES INDEMNITY BY PARTNERSHIP 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.
PARTNERSHIP 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
NEGLIGENCE.
PARTNERSHIP SHALL REQUIRE ALL OF ITS CONTRACTORS,
SUBCONTRACTORS, AND VENDORS 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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17. WAIVER OF IMMUNITY BY PARTNERSHIP.
If Partnership, as a charitable or nonprofit organization, has or claims an immunity
or exemption (statutory or otherwise) from and against liability for damages or injury,
including death, to persons or property, Partnership 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.
18. INSURANCE AND BONDING.
Partnership will maintain blanket fidelity coverage in the form of insurance or bond in the
amount of $1,500,000.00 to insure against loss from the fraud, theft or dishonesty of any
of Partnership’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.
Partnership 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. If City has not received such certificates by the Effective
Date, Partnership shall be in default of the Contract and City may, at its option, terminate
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.
Partnership 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 Organization 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, or
$ 250,000 Property Damage
$ 500,000 Bodily Injury per person per occurrence
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 Partnership business as contracted herein.
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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.
Partnership or its contractors shall maintain coverages, if applicable. In the event
the respective contractors do not maintain coverage, Partnership 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 Partnership shall revise such amounts within 30
days following notice to Partnership of such requirements.
Partnership will submit to City documentation that it has obtained insurance coverage and
has executed bonds as required in this Contract prior to payment of any monies provided
hereunder.
Where applicable, 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 Partnership’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 insurance policies shall not exceed $5,000 per occurrence unless
otherwise approved by City.
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.
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Partnership shall require its contractors to maintain applicable insurance coverages, limits,
and other requirements as those specified herein; and, Partnership shall require its
contractors to provide Partnership with certificate(s) of insurance documenting such
coverage. Also, Partnership shall require its contractors to have City and Partnership
endorsed as additional insurers (as their interest may appear) on their respective insurance
policies.
Partnership shall require its general contractor to maintain builders risk insurance at the
value of the construction.
Notwithstanding any provision in this Contract to the contrary, when applicable,
Partnership shall comply with the requirements of 2 CFR 200.310 and shall, at a minimum,
provide the equivalent insurance coverage for real property and equipment acquired or
improved with ARPA Funds as provided to any property owned by Partnership.
19. CERTIFICATION REGARDING LOBBYING.
The undersigned representative of Partnership hereby certifies, to the best of his or
her knowledge and belief, that:
No Federal appropriated funds have been paid or will be paid, by or on
behalf of Partnership, to any person for influencing or attempting to
influence an officer or employee of any Partnership, 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 Partnership, member of Congress in connection with
this Federal contract, grant, loan or cooperative agreement, Partnership
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.
Partnership shall require that the language of this certification be included in all
subcontracts or agreements involving the expenditure of federal funds.
20. RELIGIOUS ORGANIZATION.
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Columbia Renaissance Square III, LP
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Rev. December 2024
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.
20.1 Separation of Explicitly Religious Activities.
Partnership 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.
20.2 Explicitly Religious Activities.
If Partnership 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.
21. LITIGATION AND CLAIMS.
Partnership shall give City immediate notice in writing of any action, including any
proceeding before an administrative agency, filed against Partnership, any subcontractors,
or vendors in conjunction with this Contract, the Required Improvements or the Project
generally. Partnership shall furnish immediately to City copies of all pertinent papers
received by Partnership with respect to such action or claim. Partnership shall provide a
notice to City within 10 calendar days upon filing under any bankruptcy or financial
insolvency provision of law.
22. NOTICE.
All notices required or permitted by this Contract must be in writing and shall be
effective upon receipt when sent (i) by United States mail with proper postage, certified
mail return receipt requested, (ii) by a nationally recognized overnight delivery service;
and (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
Attention: Chad LaRoque, Housing Development Manager
100 Fort Worth Trail
Fort Worth, TX 76102
Telephone: 817-392-7540
Copy to:
City Attorney’s Office
Attention: Leslie Hunt, Senior Assistant City Attorney
100 Fort Worth Trail
ARPA Construction Contract
Columbia Renaissance Square III, LP
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Rev. December 2024
Fort Worth, TX 76102
Telephone: 817-392-6259
Partnership:
Carmen Chubb
President
Columbia Renaissance Square III, LP
1718 Peachtree St. NW Ste. 684
Atlanta, GA 30309
Telephone: 404-874-5000
Copy to:
Shikha Jerath
Development Manager
Columbia Residential Communities
1718 Peachtree St. NW Ste. 684
Atlanta, GA 30309
Telephone: 706-951-2510
Copy to:
Antoinette M. Jackson
Principal
The Banks Law Firm
2929 Allen Parkway Ste. 200
Houston, TX 77019
Telephone: 832-954-2533
23. PARTNERSHIP HAS LEGAL AUTHORITY TO ENTER INTO
CONTRACT.
Partnership 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.
24. 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.
25. Intentionally deleted.
26. PROHIBITION ON CONTRACTING WITH COMPANIES THAT
BOYCOTT ISRAEL.
If Partnership has less than ten employees, this contract is for less than $100,000,
or Partnership does not meet the definition of a “company” under the applicable section of
ARPA Construction Contract
Columbia Renaissance Square III, LP
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Rev. December 2024
the Texas Government Code, this provision shall not apply. Partnership 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, Partnership certifies that
Partnership’s signature provides written verification to the City that Partnership: (1)
does not boycott Israel; and (2) will not boycott Israel during the term of the contract .
27. PROHIBITION ON BOYCOTTING ENERGY COMPANIES .
Partnership acknowledges that in accordance with Chapter 2274 of the Texas
Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is
prohibited from entering into a contract for goods or services that has a value of $100,000
or more that is to be paid wholly or partly from public funds of the City with a company
with 10 or more full-time employees unless the contract contains a written verification
from the company that it: (1) does not boycott energy companies; and (2) will not boycott
energy companies during the term of the contract. The terms “boycott energy company”
and “company” have the meaning ascribed to those terms by Chapter 2274 of the Texas
Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that
Chapter 2274 of the Government Code is applicable to this Agreement, by signing this
Agreement, Partnership certifies that Partnership’s signature provides written
verification to the City that Partnership: (1) does not boycott energy companies; and
(2) will not boycott energy companies during the term of this Agreement .
28. PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND
AMMUNITION INDUSTRIES.
Partnership acknowledges that except as otherwise provided by Chapter 2274 of
the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City
is prohibited from entering into a contract for goods or services that has a value of $100,000
or more that is to be paid wholly or partly from public funds of the City with a company
with 10 or more full-time employees unless the contract contains a written verification
from the company that it: (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not
discriminate during the term of the contract against a firearm entity or firearm trade
association. The terms “discriminate,” “firearm entity” and “firearm trade association”
have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code,
as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of
the Government Code is applicable to this Agreement, by signing this Agreement,
Partnership certifies that Partnership’s signature provides written verification to the
City that Partnership: (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.
ARPA Construction Contract
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Rev. December 2024
29. 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.
30. IMMIGRATION NATIONALITY ACT .
Partnership 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, Partnership shall provide City with copies
of all I-9 forms and supporting eligibility documentation for each employee who performs
work under this Contract. Partnership 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
Partnership employee who is not legally eligible to perform such services.
PARTNERSHIP, TO THE EXTENT PERMITTED BY APPLICABLE LAW,
SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY
PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS
PARAGRAPH BY PARTNERSHIP, PARTNERSHIP’S EMPLOYEES,
SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to
Partnership, shall have the right to immediately terminate this Contract for violations of
this provision by Partnership.
31. ELECTRONIC SIGNATURES.
This Agreement may be executed by electronic signature, which will be considered
as an original signature for all purposes and have the same force and effect as an original
signature. For these purposes, “electronic signature” means electronically scanned and
transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or
signatures electronically inserted via software such as Adobe Sign.
[SIGNATURES APPEAR ON NEXT PAGE]
ARPA Construction Contract
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Rev. December 2024
[Executed effective as of the date signed by the Assistant City Manager below.]
[ACCEPTED AND AGREED:]
City:
By: ___________________________
Name: Jesica McEachern
Title: Assistant City Manager
Date: ___________________
PARTNERSHIP:
By: ___________________________
Name: Carmen Chubb
Title: President
Date: ____________________
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended:
By: ______________________________
Name: Kacey Bess
Title: Director, Neighborhood Services
Approved as to Form and Legality:
By: ______________________________
Name: Leslie Hunt
Title: Senior Assistant City Attorney
Contract Authorization:
M&C: 24-1025
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: ______________________________
Name: Chad LaRoque
Title: Housing Development Manager
City Secretary:
By: ______________________________
Name: Jannette S. Goodall
Title: City Secretary
ARPA Construction Contract
Columbia Renaissance Square III, LP
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Rev. December 2024
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
Exhibit “G” – Documentation of ARPA Requirements
Exhibit “H” – Federal Labor Standards Provisions - Davis-Bacon Requirements
Exhibit “I” – Section 3 Reporting Forms
Exhibit “J” – Standards for Complete Documentation
Exhibit “K” - MBE Reporting Form (HUD2516)
Exhibit “L” – VAWA Forms
Exhibit “M” – Permanent Supportive Housing
Exhibit “M-1” – Requirements for Permanent Supportive Housing Case
Management
Exhibit “M-2” – Case Management Standards
Exhibit “M-3” – Performance Reports
Exhibit “N” – Not Applicable
Exhibit “O” – Goals for Permanent Supportive Housing Units
Exhibit “O-1” – Goals for Permanent Supportive Housing Case Manager
Exhibit “O-2” – Case Management Standards
Exhibit “O-3” – Performance Reports
All stricken exhibits are not applicable to this Contract.
ARPA Construction Contract
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Rev. December 2024
EXHIBIT “A”
PROJECT SUMMARY AND SCOPE OF WORK
COLUMBIA RENAISSANCE SQUARE III
Capitalized terms not defined herein shall have meanings assigned to them in the Contract.
PROJECT DESCRIPTION:
Partnership will use American Rescue Plan Act (“ARPA”) funds for the development of ten (10)
Deeply Affordable Units with a Good Faith Effort goal to add Permanent Supportive Housing
(“PSH”) Units, as available, to be located at Columbia Renaissance Square III, an affordable
housing development. The Project will have a total of approximately 100 units all of which are
affordable, targeting different income brackets for those earning no more than 80% of the Area
Median Income (AMI). Ten (10) units are set aside as Deeply Affordable, reserved for households
whose income does not exceed more than 30% AMI. The development will consist of 30 one-
bedroom, 40 two-bedroom, and 30 three-bedroom units with community and activity space
including a business center and landscaped courtyards. Residents of the Project will receive free
membership to the nearby YMCA and priority enrollment to Uplift Mighty Charter School.
Columbia Renaissance Square III is located at 2757 Moresby Street, Fort Worth, Texas 76105.
SCOPE OF WORK:
• The ARPA funds are to be used to support the construction of the ten (10) Deeply
Affordable Units within Columbia Renaissance Square III as well as to support and PSH
Units added to the Project under the Good Faith Effort goal. The Deeply Affordable and
PSH Units are to be indistinguishable in unit amenities and finishes from all other units.
Partnership will be entitled to submit Reimbursement Requests until 30 days after the Completion
Deadline.
SPECIFIC PURPOSE:
The specific purpose of this project is to benefit extremely low income and Chronically
Homeless households by providing them with affordable housing.
PROJECT OBJECTIVES:
The project will support the need for the construction of 100 affordable housing units: ten (10)
units will be designated as ‘Deeply Affordable’ for individuals earning at or below 30% of the
Area Median Income (AMI), 29 units for those earning between 31% and 50% AMI, 41 units for
those earning between 51% and 60% AMI, 11 units for those earning between 61%-70% AMI,
and 9 units for those earning between 71% and 80% AMI.
ARPA Construction Contract-EXHIBITS
Columbia Renaissance Square III, LP
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Rev. December 2024
EXHIBIT “A-1”
PROJECT MAP AND SITE MAP
ARPA Construction Contract-EXHIBITS
Columbia Renaissance Square III, LP
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Rev. December 2024
EXHIBIT “B”
BUDGET
COLUMBIA RENAISSANCE SAQUARE III
SOURCES
Source # Funding Description
Priority
of Lien Financing Financing Participants
1 Conventional Loan 1st $8,000,000 CitiBank, N.A.
2
HOME Investment
Partnerships (HOME) 2
nd $2,523,257 City of Fort Worth
3
Emergency Rental
Assistance 2 (ERA2) 3rd $,00,000 Tarrant County
4
American Rescue Plan Act
(ARPA) 4
th $1,500,000 City of Fort Worth
5 HOME* 5
th $1,00,000 City of Fort Worth
6 45L Credits N/A $229,978 Department of Energy
7 Reinvestment Earnings N/A $1,038,500
Columbia Residential
Communities
8 LIHTC Equity N/A $12,804,277 National Equity Fund
9 Deferred Partnership Fee N/A $1,397,867
Columbia Renaissance
Square III, LP
TOTAL SOURCES OF FUNDS $32,493,879
*Full amount of award contingent on the City’s 2025 HUD HOME allocation
Uses
Use # Purpose Amount
1 Predevelopment $125,000
2 Acquisition $1,500,000
3 Construction $20,402,100
4 Financing & Financing Fees $3,197,372
5 Local Government Fees $158,679
6 Tax Credit and Equity Costs $327,627
7 Professional Services $1,745,000
8 Start Up and Reserves $1,271,036
9 Partnership Fee $3,692,065
10 Other $75,000
TOTAL USES OF FUNDS $32,493,879
ARPA Construction Contract-EXHIBITS
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Rev. December 2024
EXHIBIT “C”
CONSTRUCTION AND REIMBURSEMENT SCHEDULE
COLUMBIA RENAISSANCE SQUARE III
Activity ARPA Funds
PHASE I
Predevelopment
Environmental Site Assessment
Preparation and Submission to
TDHCA for 4% tax credits and
multifamily revenue bonds
Procurement for Architectural &
Engineering*
Architectural & Engineering
Fees
Procurement for lender and
investor
*Contractor/subcontractor/vendor searches
under the Federal System for Award
Management (www.sam.gov) must be
submitted prior to any reimbursement under
the Phase.
$0.00
PHASE II
Real Estate Closing
COMPLETED BY:
February 29, 2024
Closing Activities Associated
with the
Acquisition of property at 2757
Moresby Street
*Contractor/subcontractor/vendor searches
under the Federal System for Award
Management (www.sam.gov) must be
submitted prior to any reimbursement under
the Phase.
$1,500,000.00
PHASE III
Construction
COMPLETED BY:
September 30, 2026
Procurement for Construction
Contractor*
Construction Activities
100% Completion of Project
C/O issued
*Contractor/subcontractor/vendor searches
under the Federal System for Award
Management (www.sam.gov) must be
submitted prior to any reimbursement under
the Phase.
$0.00
TOTAL ARPA FUNDS $1,500,000.00
ARPA Construction Contract-EXHIBITS
Columbia Renaissance Square III, LP
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Rev. December 2024
EXHIBIT “D”
AUDIT REQUIREMENTS
COLUMBIA RENAISSANCE SQUARE III
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 Construction Contract-EXHIBITS
Columbia Renaissance Square III, LP
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Rev. December 2024
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 organization's fiscal year end in the year 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 Construction Contract-EXHIBITS
Columbia Renaissance Square III, LP
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Rev. December 2024
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.
Partnership: _______________________ 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 Grantor
Pass Through
Grantor
Program Name &
Assistance Listing Number
Contract
Number Expenditures
Total Federal Expenditures for this Fiscal Year $___________________
________________________________ _____________________________________________
Printed Name 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.
Federal Expenditure Disclosure
Federal Funds
ARPA Construction Contract-EXHIBITS
Columbia Renaissance Square III, LP
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Rev. December 2024
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:MMMM XX, YYYY
Grantor:Columbia Renaissance Square III, LP, a Texas limited partnership
Grantor's Mailing Address:
Carmen Chubb
President and Chief Operating Officer
Columbia Renaissance Square III, LP
1718 Peachtree St. NW Ste. 684
Atlanta, GA 30309
404-874-5000
Copy to:
Shikha Jerath
Development Manager
Columbia Renaissance Square III, LP
1718 Peachtree St. NW Ste. 684
Atlanta, GA 30309
706-951-2510
Trustee:Leslie 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
ARPA Construction Contract-EXHIBITS
Columbia Renaissance Square III, LP
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Rev. December 2024
Lender's Mailing Address:
City of Fort Worth
Neighborhood Services Department
Attention: Housing Development Manager
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 1. Construct ten (10) Deeply Affordable Units
with a Good Faith Effort to provide Permanent Supportive Housing in support of
an affordable housing development known as Columbia Renaissance Square III, as
more fully described in Contract No. 62420 between Grantor and Lender.
Obligations
Note
Date: MMMM DD, YYYY
Original Principal Amount: $1,500,000.00
Borrower: Columbia Renaissance Square III, LP
Lender: City of Fort Worth
Terms of Payment: As provided in the Note
Maturity Date: As described therein and in the Contract (as defined
below)
In addition, Obligations shall include compliance by Grantor with the ARPA
requirements more particularly described in Section F. below.
Property (including any improvements):
Being a tract of land situated in the J. Justice Survey, Abstract No. 859, City of Fort
Worth, Tarrant County, Texas and being a portion of Lot 1 R2, Block 1 of the
Mason Heights Addition, an addition to the City of Fort Worth as recorded in
Document No. D215133856 of the Plat Records, Tarrant County, Texas
(P.R.T.C.T.) and a portion of Lot 2R1, Block 1 of the Mason Heights Addition, an
addition to the City of Fort Worth as recorded in Document No. D216184248
(P.R.T.C.T.) and being a portion of that tract of land described as Tract 2 in
instrument to FW Mason Heights, L.P. as recorded under Document No.
D207002963 of the Official Records of Tarrant County, Texas, and being more
particularly described as follows;
BEGINNING at a 1/2 inch iron rod found with plastic cap stamped "WAI" at the
westerly common corner of Lots 1 R1 and 1 R2, Block 1 of Mason Heights
Addition, said point also being on the east line of a tract of land described in
ARPA Construction Contract-EXHIBITS
Columbia Renaissance Square III, LP
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Rev. December 2024
instrument to Fort Worth Independent School District as recorded in Volume 2547,
Page 198 of the Deed Records of Tarrant County, Texas;
THENCE, North 00 degrees 39 minutes 22 seconds West along the west line of
said Lot 1 R2, Block 1 and east line of said Fort Worth ISO tract, a distance of
427.87 feet to a 1/2 inch iron rod found with plastic cap stamped "WAI" at the
northwest corner of said Lot 1 R2;
THENCE, along the north lines of said Lot 1 R2, Block 1 and Lot 2R1, Block 1 the
following courses:
North 89 degrees 18 minutes 38 seconds East, passing a 5/8
inch iron rod found with plastic cap stamped "Huitt-Zollars"
at the northeast corner of said Lot 1 R2 at a distance of
574.53 feet, said point being common with the northwest
corner of said Lot 2R1, Block 1) and continuing in all a total
distance of 699.17 feet to a point for a corner from which a
5/8 inch iron rod found with plastic cap stamped 'WAI" bears
South 16 degrees 48 minutes 06 seconds East at a distance
of 0.27 feet;
South 00 degrees 38 minutes 54 seconds East, a distance of
43.51 feet to a 5/8 inch iron rod found with plastic cap
stamped "Dunaway";
North 89 degrees 10 minutes 52 seconds East, a distance of
463.93 feet to a point for a corner at the northeast corner of
said Lot 2R1, Block 1 from which a 1/2 inch iron rod found
with plastic cap stamped 'WAI" bears South 30 degrees 54
minutes 51 seconds East at a distance of 0.36 feet and from
which a 1 /2 inch iron rod found with plastic cap stamped
"WAI" at the northeast corner of Lot 3, Block 1 of the Mason
Heights Addition, an addition to the City of Fort Worth,
Texas as recorded under Document No. D212201535 of the
Plat Records of Tarrant County, Texas bears North 89
degrees 1 O minutes 52 seconds East at a distance of 535.81
feet;
THENCE, South 09 degrees 50 minutes 14 seconds East along the east line of said
Lot 2R1, Block 1, a distance of 251.95 feet to a 5/8 inch iron rod found with plastic
cap stamped "Huitt-Zollars" at the common corner of Lots 2R1 and 2R2, Block 1
of said Mason Heights Addition;
THENCE, South 89 degrees 27 minutes 40 seconds West along the common line
between said Lots 2R1 and 2R2, Block 1, a distance of 418.79 feet to a 5/8 inch
iron rod found with plastic cap stamped "Huitt-Zollars" at a common corner of Lots
ARPA Construction Contract-EXHIBITS
Columbia Renaissance Square III, LP
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Rev. December 2024
2R1 and 2R2, Block 1 of said Mason Heights Addition;
THENCE, South 00 degrees 32 minutes 20 seconds East along the common line
between said Lots 2R1 and 2R2, Block 1, a distance of 144.57 feet to an "X" cut
found in concrete for a corner;
THENCE, South 89 degrees 48 minutes 25 seconds West departing the said
common line between Lots 2R1 and 2R2, Block 1, a distance of 484.22 feet to a
1/2 inch iron rod found with plastic cap stamped "WAI" at a common inner corner
between Lots 1 R1 and 1 R2, Block 1 of said Mason Heights Addition;
THENCE, South 89 degrees 48 minutes 25 seconds West continuing along the
common line between said Lots 1 R1 and 1 R2, Block 1, a distance of 300.01 feet
to the POINT OF BEGINNING and containing 433,395 square feet or 9.949 acres
of land, more or less. (all together known as the “Property”).
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 ARPA Deed of Trust is and shall be subject and subordinate in
all respects to the liens, terms, covenants and conditions of the Deed of Trust, Security
Agreement – Financing Statement securing that certain Promissory Note of even date
in the original principal amount of $1,500,000.00 made by Grantor and payable to the
City of Fort Worth (“Senior Lender”) evidencing the indebtedness arising from the
loan by Senior Lender to Grantor ( the “Senior Indebtedness”). This ARPA Deed of
Trust is and shall be subject and subordinate in all respects to the liens, terms, covenants
and conditions of the loan documents evidencing the Senior Indebtedness (“Senior
Loan Documents”).
Subject to the terms of the Senior Loan Documents, if default occurs in payment of
any part of principal or interest of the Senior Indebtedness, or in observance of any
covenants contained in the Senior Loan Documents, the entire debt secured by this
Deed of Trust will immediately become payable at the option of Lender.
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
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conveyances of the surface fee estate, that affectthe Property; validly existingrights
of adjoining owners in any walls and fences situated on a common boundary; any
discrepancies, conflicts or shortages in area or boundary lines; any encroachments
or overlapping of improvements.
For value received and to secure performance of the Obligations, Grantor conveys
the Property to Trustee in trust. Grantor warrants and agrees to defend the title to the
Property, subject to the Other Exceptions to Conveyance and Warranty. On performance
of the Obligations, including payment of the Loan and all other amounts secured by this
Deed of Trust and performance of the terms of the Loan Documents and 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. 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;
2. obey all laws, ordinances, and restrictive covenants applicable to the
Property;
3. 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
4. notify Lender in writing of any change of address.
Grantor agrees not to-
1. do or intentionally or knowinglypermit anything to be done that will impair
the security of this Deed of Trust.
B. Lender's Rights
1. Lender or Lender's mortgage servicer may appoint in writing a substitute
trustee, succeeding to all rights and responsibilities of Trustee.
2. If the proceeds of the Loan are used to pay any debt secured by prior liens,
Lender is subrogated to all the rights and liens of the holders of any debt so paid.
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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. 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
c. purchase the Property at any foreclosure sale by offering the highest bid and
then have the bid credited on the Obligations.
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 Grantor written notice of such default. Grantor, shall have a period of 15 days
after such notice is given within which to cure the default prior to exercise of remedies by
Lender under the HOME-ARP 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 Grantor written notice of
such default. If the default is reasonably capable of being cured within 30 days, Grantor
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 Grantor (a) initiates corrective action within said period, and (b)
diligently, continually, and in good faith works to effect a cure as soon as possible, then
Grantor 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. If the default is not cured after notice within the time periods
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stated above, 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.
6. Lender may remedy any default without waiving it and may waive any
default without waiving any prior or subsequent default.
7. If Grantor fails to perform any of its obligations, covenants, or agreements
under the Contract, this Deed of Trust or the Senior Loan Documents, 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-
1. either personally or by agent give notice of the foreclosure sale as required
by the Texas Property Code as then in effect;
2. sell and convey all or part of the Property "AS IS" to the highest bidder for
cash with a general warranty binding Grantor, subject to the Prior Lien and to the Other
Exceptions to Conveyance and Warranty and without representation or warranty, express
or implied, by Trustee;
3. from the proceeds of the sale, pay, in this order-
a. expenses of foreclosure, including a reasonable commission to
Trustee;
b. to Lender, the full amount of principal, interest, reasonable
attorney's fees, and other charges due and unpaid;
c. any amounts required by law to be paid before payment to Grantor;
d. to Grantor, any balance; and
4. be indemnified, held harmless, and defended by Lender against all costs,
expenses, and liabilities incurred by Trustee for acting in the execution or enforcement of
the trust created by this Deed of Trust, which includes all court and other costs, including
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reasonable attorney's fees, incurred by Trustee in defense of any action or proceeding taken
against Trustee in that capacity.
D. General Provisions
1. If any of the Property is sold under this Deed of Trust, Grantor must
immediately surrender possession to the purchaser. If Grantor fails to do so, Grantor will
become a tenant at sufferance of the purchaser, subject to an action for forcible detainer.
2. Recitals in any trustee's deed conveying the Property will be presumed to
be true, absent evidence to the contrary.
3. Proceeding under this Deed of Trust, filing suit for foreclosure, or pursuing
any other remedy will not constitute an election of remedies.
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 Propertyor 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 Propertyand total rebuilding is infeasible, then proceeds may be used for partial rebuilding
and partial repayment of the Obligations in amanner that provides adequate security to Lender
for repayment of the remaining balance of the Obligations, and any excess proceeds shall be
paid to Grantor.
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7. Grantor assigns to Lender absolutely, not only as collateral, all present and
future rent and other income and receipts from the Property. Grantor may as Lender's
licensee collect rent and other income and receipts as long as Grantor is not in default with
respect to the Obligation or this Deed of Trust. Subject to the terms of the Loan documents,
Grantor will apply all rent and other income and receipts to payment of the Obligations and
performance of this Deed of Trust, but if the rent and other income and receipts exceed the
amount due with respect to the Obligations and the Deed of Trust, Grantor may retain the
excess. If Grantor defaults in payment or performance of the Obligations or performance
of this Deed of Trust, Lender may terminate Grantor's license to collect rent and other
income and then as Grantor's agent may rent the Property and collect all rent and other
income and receipts. Lender neither has nor assumes any obligations as lessor or landlord
with respect to any occupant of the Property. Lender may exercise Lender's rights and
remedies under this paragraph without taking possession of the Property. Lender will apply
all rent and other income and receipts collected under this paragraph as required by the
Texas Property Code as then in effect. Lender is not required to act under this paragraph,
and acting under this paragraph does not waive any of Lender's other rights or remedies.
8. Interest on the debt secured by this Deed of Trust will not exceed the
maximum amount of non-usurious interest that may be contracted for, taken, reserved,
charged, or received under law. Any interest in excess of that maximum amount will be
credited on the principal of the debt or, if that has been paid, refunded. On any acceleration
or required or permitted prepayment, any excess interest will be canceled automatically as
of the acceleration or prepayment or, if already paid, credited on the principal of the debt
or, if the principal of the debt has been paid, refunded. This provision overrides any
conflicting provisions in this and all other instruments concerning the debt.
9. In no event may this Deed of Trust secure payment of any debt that may not
lawfully be secured by a lien on real estate or create a lien otherwise prohibited by law.
10. When the context requires, singular nouns and pronouns include the plural.
11. The term Note includes all extensions, modifications, and renewals of the
Note and all amounts secured by this Deed of Trust.
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
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reasonably satisfactory to Lender and certified to be materially true and correct by the chief
financial officer of Grantor or its certified public accountant, as applicable.
14. If Lender orders an appraisal of the Property while a default exists or to
comply with legal requirements affecting Lender, Grantor, at Lender's request, agrees to
reimburse Lender for the reasonable cost of any such appraisal. If Grantor fails to
reimburse Lender for any such appraisal within 20 days of Lender's written request, that
failure is a default under this Deed of Trust.
15. Grantor agrees to allow Lender or Lender's agents to enter the Property
during regular business hours upon at least 48 hours prior notice and inspect it and any
personal property in which Lender is granted a security interest by this Deed of Trust.
16. Grantor may not sell, transfer, or otherwise dispose of any Property,
whether voluntarily or by operation of law, except for condemnation or to obtain utility
easements, without the prior written consent of Lender. If granted, consent may be
conditioned upon (a) the grantee's integrity, reputation, character, creditworthiness, and
management ability being satisfactory to Lender; and (b) the grantee's executing, before
such sale, transfer, or other disposition, a written assumption agreement containing any
terms Lender may reasonably require, such as a principal pay down on the Obligations, an
increase in the rate of interest payable with respect to the Obligations, a transfer fee, or any
other modification of the Note, this Deed of Trust, or any other instruments evidencing or
securing the Obligations.
Grantor may not cause or permit any Property to be encumbered by any liens,
security interests, or encumbrances other than the liens securing the Obligation and the
liens securing ad valorem taxes not yet due and payable and the Permitted Exceptions
without the prior written consent of Lender. If granted, consent may be conditioned upon
Grantor's executing, before granting such lien, a written modification agreement containing
any terms Lender may require, such as a principal pay down on the Obligations, an increase
in the rate of interest payable with respect to the Obligations, an approval fee, or any other
modification of the Note, this Deed of Trust, or any other instruments evidencing or
securing the Obligations.
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
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terminate any occupancy or tenancy without the prior written
consent of Lender, and that consent, if granted, may be conditioned
in any manner Lender determines;
c. rents, if collected by or for the holder of the Subordinate Instrument,
will be applied first to the payment of the Obligations then due and
to expenses incurred in the ownership, operation, and maintenance
of the Property in any order Lender may determine, before being
applied to any indebtedness secured by the Subordinate Instrument;
d. written notice of default under the Subordinate Instrument and
written notice of the commencement of any action to foreclose or
otherwise enforce the Subordinate Instrument must be given to
Lender concurrently with or immediately after the occurrence of any
such default or commencement; and
e. in the event of the bankruptcy of Grantor, all amounts due on or with
respect to the Obligations and this Deed of Trust will be payable in
full before any payments on the indebtedness secured by the
Subordinate Instrument.
Grantor may not cause or permit any of the following events to occur without the
prior written consent of Lender: if Grantor is (a) a corporation, the dissolution of the
corporation or the sale, pledge, encumbrance, or assignment of any shares of its stock; (b)
a limited liability company, the dissolution of the company or the sale, pledge,
encumbrance, or assignment of any of its membership interests; (c) a general partnership
or joint venture, the dissolution of the partnership or venture or the sale, pledge,
encumbrance, or assignment of any of its partnership or joint venture interests, or the
withdrawal from or admission into it of any general partner or joint 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.
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17. Grantor agrees not to grant any future lien or security interest in the Property
or to permit any future junior encumbrance to be recorded or any existing or future claim
to otherwise become an encumbrance against the Property. If an involuntary encumbrance
is filed against the Property, Grantor agrees, within 30 days of actual notice, to either
remove the involuntary encumbrance or insure against it or provide a bond acceptable to
Lender against the involuntary encumbrance.
18. This Deed of Trust binds, benefits, and may be enforced by the successors
in interest of all parties.
19. If Grantor and Borrower are not the same person, the term Grantor includes
Borrower.
20. Except as may be specifically stated in this Deed of Trust or the Note,
Grantor and each surety, endorser, and guarantor of the Obligations waive all demand for
payment, presentation for payment, notice of intention to accelerate maturity, notice of
acceleration of maturity, protest, and notice of protest, to the extent permitted by law.
21. Grantor agrees to pay reasonable attorney's fees, trustee's fees, and court
and other costs of enforcing Lender's rights under this Deed of Trust if this Deed of Trust
is placed in the hands of an attorney for enforcement.
22. If any provision of this Deed of Trust is determined to be invalid or
unenforceable, the validity or enforceability of any other provision will not be affected.
23. The term Lender includes any mortgage servicer for Lender.
24. The debt and the performance secured by this Deed of Trust is a nonrecourse
obligation of Borrower. Neither Borrower nor any other party shall have any personal
liability for repayment of the Loan described in the Contract. The sole recourse of Lender
under the Loan documents for repayment of the Loan or performance of any of the
Obligations shall be the exercise of its right against the security for payment as defined in
the Note.
E. Construction Loan Mortgage
1. This Deed of Trust is a "construction mortgage" within the meaning of
Section 9.334 of the Texas Business and Commerce Code. The liens and security interests
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. 62420 between Grantor and Lender (the “Contract”) which
requires the Note and this Deed of Trust. All advances made by Lender under the Contract
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will be indebtedness of Grantor secured by the liens created by this Deed of Trust, and such
advances are conditioned as provided in the Contract.
3. All amounts disbursed by Lender before completion of the improvements
to protect the security of this Deed of Trust up to the principal amount of the Note will be
treated as disbursements under the Contract. All such amounts will bear interest from the
date of disbursement at the rate stated in the Note, unless collections from Grantor of
interest at that rate would be contrary to applicable law, in which event such amounts will
bear interest at the rate stated in the Note for matured, unpaid amounts and will be payable
on notice from Lender to Grantor requesting payment.
4. From time to time as Lender deems reasonably necessary to protect Lender's
interests, Grantor will, on request of Lender, execute and deliver to Lender, in such form
as Lender directs but subject to the rights of any senior lien holders, assignments of any
and all rights or claims that relate to the construction of improvements on the Property.
5. In case of breach by Grantor of the terms, covenants and conditions of the
Contract, Lender, at its option, subject to applicable notice, grace and cure periods, with or
without entry on the Property, may (a) invoke any of the rights or remedies provided in the
Contract, (b) accelerate the amounts secured by this Deed of Trust and invoke the remedies
provided in this Deed of Trust, or (c) do both.
F. THIS CONVEYANCE IS MADE AND ACCEPTED SUBJECT TO THE
FOLLOWING CONDITIONS AND RESTRICTIONS:
The Note secured by this Deed of Trust is the Note required in the Contract between
Grantor and Lender and has been executed and delivered in accordance with its terms. The
funds advanced by Lender are ARPA funds and the Contract requires that the Property
qualify and remain affordable rental housing for the 20-year Performance Period, all as
more particularly described in the Contract, in accordance with the ARPA Regulations.
Borrower shall fulfill the following ARPA Requirements as more particularly
described in the Contract:
1. Provide 10 Deeply Affordable Units with a Good Faith Effort to provide
Permanent Supportive Housing.
2. During the Performance Period,
a. operate Columbia Renaissance Square III as an affordable housing
development as described in the contract;
b. provide 10 Deeply Affordable Units;
c. make a Good Faith Effort in providing PSH Units at the Property;
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d. comply with all applicable provisions of the ARPA Regulations; and
e. comply with all requirements and obligations in the Contract.
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 does not comply
with the ARPA Requirements or other requirements in the Contract at all times during
the 20-year Performance Period, all as more particularly described in the Contract. In the
event of such default, Lender may invoke any remedies provided herein or in the
Contract.
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, 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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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.
COLUMBIA RENAISSANCE SQUARE III, LP,
a Texas limited partnership
By: _______________________________
Carmen Chubb
President and Chief Operating Officer
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on _______________________, 2024 by
Carmen Chubb of Columbia Renaissance Square III, LP, a Texas limited partnership, on
behalf of said corporation.
____________________________________
Notary Public, State of Texas
AFTER RECORDING RETURN TO:
City of Fort Worth
City Attorney’s Office
Attention: Leslie Hunt
100 Fort Worth Trail
Fort Worth, Texas 76102
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PROMISSORY NOTE
Date: MMMM DD, YYYY
Borrower:Columbia Renaissance Square III, LP, a Texas limited partnership
Borrower’s Mailing Address:
Carmen Chubb
President and Chief Operating Officer
Columbia Renaissance Square III, LP
1718 Peachtree St. NW
Atlanta, GA 30309
404-874-5000
Copy to:
Shikha Jerath
Development Manager
Columbia Renaissance Square III, LP
1718 Peachtree St. NW
Atlanta, GA 30309
706-951-2510
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: $1,500,000.00
Loan Authority:
The loan evidenced by this Note (the “Loan”) is being made pursuant to grant monies from
the United States Department of the Treasury (“Treasury”) under Section 603(c)(1)(A) of
Title VI of the Social Security Act with Non-Revenue Recovery Funds for the development
of 10 Deeply Affordable Units with a Good Faith Effort to provide Permanent Supportive
Renaissance Square Phase III, as more fully described in Contract No. 62420 between
Borrower and Lender (the “Contract”).
Annual Interest Rate: 0%
Maturity Date:Notwithstanding anything herein to the contrary, the entire amount of the
loan and any unpaid accrued interest shall be due and payable on December
31, 2046. There shall be no extensions of this Note beyond the Maturity
Date.
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Annual Interest Rate on Matured, Unpaid Amounts: 6%
Terms of Payment (principal and interest):
Capitalized terms not defined herein shall have meanings assigned to them in the Contract.
This Note shall accrue interest at the rate of 0% for 20 years. One the 5th day of the first
month (the “Payment Date”) starting twelve (12) months after the Certificate of Occupancy
and annually thereafter through year 20, Borrower shall pay to Lender the amount of
(the “Payment”). No payment will be due after year 20.
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 construct ten (10) Deeply Affordable Units with
a Good Faith Effort to provide Permanent Supportive Housing in support of an affordable
housing development known as Columbia Renaissance Square III (“Project”) and that the
Project provides affordable housing opportunities for the 20-year Affordability Period, as
more particularly defined in the Contract.
Borrower shall fulfill the following ARPA Requirements as more particularly described in
the Contract:
1. Provide 10 Deeply Affordable Units with a Good Faith Effort to provide
Permanent Supportive Housing
2. During the Performance Period,
a. operate Columbia Renaissance Square III as an affordable housing
development as described in the Contract; and
b. provide 10 Deeply Affordable Units;
c. make a Good Faith Effort in providing PSH Units at the Property;
d. comply with all applicable provisions of the ARPA Regulations;
e. comply with all requirements and obligations in the Contract.
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 Borrower does not comply with the
ARPA Requirements and all other requirements in the Contract during the 20-year
Performance Period, all as more particularly described in the Contract. In the event of such
default, Lender may invoke any remedies provided in the Contract or the Deed of Trust for
default.
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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, for the benefit of Lender (“Deed of Trust”), covering
certain property located in Tarrant County and more particularly described therein.
Other Security for Payment: None
Borrower promises to pay to the order of Lender the Principal Amount. 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
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,
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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 indebtedness evidenced by this Note is and shall be subject and subordinate in all
respects to the liens, terms, covenants and conditions of the Deed of Trust dated MMMM DD,
YYYY made by Grantor and payable to the City of Fort Worth (“Senior Lender”) evidencing the
indebtedness arising from the loan by Senior Lender to Grantor ( the “Senior Indebtedness”). The
Deed of Trust securing this Note is and shall be subject and subordinate in all respects to the liens,
terms, covenants and conditions of the loan documents evidencing the Senior Indebtedness
(“Senior Loan Documents”).
Subject the terms of the Senior Loan Documents, if default occurs in payment of any part
of principal or interest of the Senior Indebtedness, or in observance of any covenants contained in
the Senior Loan Documents, the entire debt evidenced by this Note will immediately become
payable at the option of Lender.
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.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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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.
Columbia Renaissance Square III, LP, a Texas limited
partnership
____________________________________
Carmen Chubb
President and Chief Operating Officer
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EXHIBIT “F”
REIMBURSEMENT FORMS
COLUMBIA RENAISSANCE SQUARE III
Attachment I
ARPA INVOICE
Partnership: Columbia Renaissance Square III, LP
Address:
City, State, Zip:
Project: Columbia Renaissance Square III Affordable Housing
PO.:
Amount
This Invoice Cumulative to Date
Partnership’s Certification: I certify that the costs incurred are valid and consistent with the terms and conditions
of the Contract between City and Partnership. 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:
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Attachment II
*Payroll must identify employee. Rent must identify tenant. Other payments should identify individuals, if
applicable.
City of Fort Worth
Neighborhood Services Department
Expenditure Worksheet
Partnership:Columbia Renaissance Square III, LP
Project: Columbia Renaissance Square III Affordable Housing
Line No.Date Check No.Payee or Beneficiary*Description*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
30
Total
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EXHIBIT “G”
DOCUMENTATION OF ARPA REQUIREMENTS
COLUMBIA RENAISSANCE SQUARE III
Capitalized terms not defined in this Exhibit shall have meanings assigned to them in the Contract.
ARPA REQUIREMENTS:
Partnership agrees to comply fully with all applicable laws and regulations that are currently
in effect or that are hereafter amended during the term of this Contract. Those laws include,
but are not limited to the provisions detailed in 31 CFR Part 35 and Sections 603(c)(1)(A)
and 603(c)(1)(C) of Title VI of the Social Security Act Title I of the Housing and Community
Development Act of 1974, as amended, (42 USC 5301 et seq.).
During Term of Contract:
ARPA Funds will be used to support the construction of 10 Deeply Affordable Units with a
Good Faith Effort goal to provide PSH Units in support of the affordable housing
development known as Columbia Renaissance Square III located at 2757 Moresby Street,
Fort Worth, TX 76105.
In consideration of the ARPA Funds provided through this Contract, Partnership will fulfill
the ARPA Requirements, the City Requirements, and will comply with all other terms and
conditions of this Contract.
Submit the Annual Report certifying that Partnership:
o Owns and operates Columbia Renaissance Square III located at 2757 Moresby
Street, Fort Worth, TX 76105
o Provides 10 Deeply Affordable Units and makes a Good Faith Effort to provide
PSH Units for Chronically Homeless families and individuals.
Annual reports are due as follows during the Performance Period:
o January 1, 2025 (Date of Completion-December 31, 2024) report due January 15
o January 1, 2026 (January 1, 2025-December 31, 2025) report due January 15
o January 1, 2027 (January 1, 2026-December 31, 2026) report due January 15
o January 1, 2028 (January 1, 2027-December 31, 2027) report due January 15
o January 1, 2029 (January 1, 2028-December 31, 2028) report due January 15
In order to ensure compliance with the ARPA Requirements, Partnership’s staff must be
provided with a copy of this Contract and a relevant ARPA guidance.
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City of Fort Worth
Annual Report
ARPA Agreement for Columbia Renaissance
Square III
I. PROJECT INFORMATION
Project Owner: Columbia Renaissance Square III, LP
Project Name: Columbia Renaissance Square III
Project Contact: Title:
Telephone: Email:
Project Address:
Owner Address:
(If different Project Address)
Construction Start Date: Completion Date:
Date of Certificate of Occupancy or final City ‘pass inspection’ report:
II. REPORT INFORMATION
The following information relates to the following dates:
January 1, 2025 (Date of Completion-December 31, 2024) report due January 15
January 1, 2026 (January 1, 2025-December 31, 2025) report due January 15
January 1, 2027 (January 1, 2026-December 31, 2026) report due January 15
January 1, 2028 (January 1, 2027-December 31, 2027) report due January 15
January 1, 2029 (January 1, 2028-December 31, 2028) report due January 15
III. CERTIFICATION
In connection with the ARPA Contract for the Annual Report, between the City of Fort Worth and Columbia
Renaissance Square III, LP, we confirm, to the best of our knowledge and belief, the following representations made
to the City of Fort Worth:
Owns and operates Columbia Renaissance Square III located at 2757 Moresby St, Fort Worth, TX 76105.
Provides 10 Deeply Affordable Units and makes a Good Faith Effort to provide PSH Units for Chronically
Homeless families and individuals
Name of Responsible Person: Phone:
Title: Fax:
Signature of Responsible Person: Date:
In order to remain in compliance with the annual report. You must complete and submit the report by the due date of January 15.
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EXHIBIT “H”
FEDERAL LABOR STANDARDS PROVISIONS – DAVIS-BACON REQUIREMENTS
COLUMBIA RENAISSANCE SQUARE III
NOT APPLICABLE
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EXHIBIT “I”
SECTION 3 REPORTING FORMS
COLUMBIA RENAISSANCE SQUARE III
NOT APPLICABLE
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EXHIBIT “J”
STANDARDS FOR COMPLETE DOCUMENTATION
COLUMBIA RENAISSANCE SQUARE III
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EXHIBIT “K”
COLUMBIA RENAISSANCE SQUARE III
INTENTIONALLY DELETED
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EXHIBIT “L”
COLUMBIA RENAISSANCE SQUARE III
INTENTIONALLY DELETED
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EXHIBIT “M”
PERMANENT SUPPORTIVE HOUSING UNITS
COLUMBIA RENAISSANCE SQUARE III
Capitalized terms not defined herein shall have meanings assigned to them in the Contract.
The purpose of the PSH Units is to reduce the population of Chronically Homeless and at-risk
homeless persons in the City by combining rental assistance with supportive services so that
formerly homeless tenants can maintain stable housing. Partnership will retain or ensure the
Supportive Services Provider (“SSP”) for the PSH Tenants if the rental assistance does not include
supportive services.
1. Partnership is responsible for securing resources for rental assistance and supportive
services for the PSH Tenants as described in Exhibit “M-1” – Permanent Supportive
Housing Case Management. These resources must be in place by the time of initial
lease-up of the project or as soon as PSH units are added to the project.
2. PSH Tenants must meet the HUD definition of Chronically Homeless. PSH Tenants
will be referred by Salvation Army, for the Continuum of Care for TX-601 Fort
Worth/Arlington/Tarrant County (“CoC”).
3. Partnership should notify Salvation Army in writing at least 14 days prior to the
beginning of lease up to discuss what type of rental assistance will be in the project and
who will be providing supportive services in order to set up programs and begin making
referrals.
4. Partnership will provide adequate onsite office space for each onsite SSP employee so
each case manager has a private space to meet with tenants at no cost to be used
exclusively by either the SSP’s staff member or staff members of other agencies
providing supportive services, as well as a telephone line and internet access sufficient
for staff members to access the Homeless Management Information System (“HMIS’)
maintained by the CoC, if needed by Salvation Army.
5. Property Manager will coordinate with the staff member of the SSP regarding selection
and placement of PSH Tenants ensuring that tenant selection criteria for the PSH Units
is appropriate and consistent with the purpose of the PSH Program as well as any
requirements related to the rental assistance. Property Manager will not unreasonably
deny housing to eligible homeless or at-risk homeless persons who otherwise meet the
rental assistance providers’ standards for services.
6. Partnership must contact Partnership Home and the agencies providing the rental
assistance for referrals within 5 days of learning a PSH Unit is available.
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7. At the time of initial lease-up and any time afterwards when the Property Manager is
notified by a PSH Tenant of their intent to vacate, the Property Manager will hold the
PSH Unit available for referral from Salvation Army.
8. When a PSH Tenant vacates a PSH Unit without notice, the Property Manager will
hold the PSH Unit available for referral from Salvation Army.
9. Partnership shall promptly notify in writing the SSP in cases of any PSH Tenant’s
financial hardship (for example nonpayment of rent), lease violation, or any other
circumstances deemed appropriate by Partnership or Property Manager within 10 days,
to avoid involuntary termination of PSH tenancies to the maximum extent consistent
with sound management of the project.
10. Partnership shall direct property management and case management to participate with
the tenant in mediation provided by Salvation Army before lease is terminated or
eviction filed except when there is a health and safety risk of the tenant remaining on
the property.
11. Partnership will sign a Landlord Memorandum of Understanding with Salvation Army
and submit a copy to the City.
12. Partnership is responsible for providing sufficient case management to have an overall
case manager to PSH client ratio of 1:15-18.
13. Partnership is responsible for ensuring case managers have gone through case
management standards training as well as foundations of case management training at
Salvation Army or its training agent and SSP submits proof of training annually.
14. Partnership is responsible for ensuring property management has PSH Property
Management Certification through Salvation Army or its training agent.
15. Partnership ensures that all PSH clients are informed of their right to request reasonable
accommodations and that there is a formal process for hearing these requests and acting
upon them.
16. Partnership is responsible for submitting monthly and quarterly reports to the City of
Fort Worth regarding rental assistance and supportive services provided to PSH
Tenants as described in Exhibit “M-3” – Performance Reports. These resources must
be in place by the time of initial lease-up of the project or as soon as PSH units are
added to the project.
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EXHIBIT “M-1”
PERMANENT SUPPORTIVE HOUSING CASE MANAGEMENT
COLUMBIA RENAISSANCE SQUARE III
If Partnership provides PSH Units, Partnership is responsible for securing a Supportive Services
Provider (“SSP”) that will provide the following supportive services or case management services
so that formerly homeless tenants can maintain stable housing. The following are minimum
requirements and must be considered when providing case management services.
1. Employ sufficient full-time case managers to have a case manager to client ratio of 1:15 – 18
and employ sufficient program supervision for Permanent Supportive Housing (“PSH”) clients
which will include the following:
a. Document the nature and extent of all services provided to City of Fort Worth PSH clients
receiving case management services (“PSH Clients”). Documentation includes a
complete case file to include case notes in the HMIS system to be completed within 3
business days of a service being provided hereunder.
2. Eligible PSH Clients must include the following:
a. Documentation with a referral from Salvation Army as approved by the Continuum of
Care for TX-601 Fort Worth/Arlington/Tarrant County (“CoC”) for permanent supportive
housing
b. Documentation to support a disability or disabilities;
c. Documentation to support chronicity;
d. Documentation to support that PSH Client is living in the City of Fort Worth; and,
3. If a referral has a criminal background related to a crime against persons, the SSP and property
manager will discuss incident with client to evaluate and determine if the person poses a risk
to the health and safety of the development.
4. During the initial meeting with PSH Clients, SSP will notify all PSH Clients of their right to
request a reasonable accommodation if one is needed. PSH Clients will be notified that there
is a formal process for hearing these requests and acting upon them. When necessary, the SSP
will assist PSH Clients in submitting reasonable accommodation requests to the property
manager;
5. SSP is required to follow the TX-601 Tarrant/Parker Counties Permanent Supportive Housing
Case Management Standards described in Exhibit “M-2” – Case Management Standards.
6. The following is a list of necessary services provided by the case manager to assist in locating
and facilitate housing:
a. Assist clients in gathering necessary information for lease applications, completing lease
applications and housing voucher applications if needed;
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b. Client who are not approved for a lease based on criminal history, credit history, or
rental/tenant history, a case manager shall help the client, in good faith and due diligence,
mitigate and resolve the issue as quickly and to the extent possible; and,
c. Attend all necessary interviews and meetings between the client and potential or current
property management.
7. The following is a list of additional services provided by the case manager that may be
necessary:
a. Assist PSH clients to obtain necessary household items;
b. Provide support and services consistent with Housing First 1 practices to those PSH clients
who voluntarily choose to utilize such services in the interest of housing retention,
including but not limited to:
i. Providing an initial needs assessment and development of individualized client-based
solution centered services plans for each consenting PSH client, including periodic
evaluation and modification of the tenant housing plan;
ii. 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 a household;
Nutrition and meal preparation;
c. 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.
d. Assist PSH clients in complying with the requirements of any voucher housing assistance
or other assistance program necessary for tenants' housing retention.
e. Maintain communications with necessary staff including property management from other
assistance programs to advocate for the PSH clients and inform the client of any rules or
issues that may impact the client’s voucher or housing.
1 Housing First is a highly effective housing and support services model used all over the United States in both
urban and rural areas. It originated after the formation of Pathways to Housing, Inc., a non-profit organization
founded by Dr. Sam Tsemberis.
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EXHIBIT “M-2”
CASE MANAGEMENT STANDARDS
COLUMBIA RENAISSANCE SQUARE III
TX-601 Tarrant/Parker Counties
Permanent Supportive Housing
Case Management Standards
The Corporation of Supportive Housing (CSH) describes permanent supportive housing as a
program that combines affordable housing with services that help people who are disabled and
have been homeless longer than one year live with stability, autonomy, and dignity.
The role of permanent supportive housing case managers is to work with the client to ensure
housing stability and access to needed resources as well as work on client-driven goals.
Case management standards ensure consistency and uniformity of service implementation
across the Continuum of Care. Standards also make sure program staff are given the same
opportunities for receiving population-specific training, while also ensuring HUD
requirements are being met.
PSH Case Manager Hiring Qualifications
Permanent Supportive Housing Case Managers are required to have a bachelor’s degree; a
Bachelor’s in Social Work, Psychology, or related Health and Human Services is preferred. At
least two years of case management experience or population-specific experience can
substitute for this education requirement.
PSH Case Manager Trainings
Permanent Supportive Housing case managers are required to complete the trainings listed
below within 90 days of hire.
• CoC 101
• Boot Camp
• De-escalation
• Harm Reduction
• Diversion
• Coordinated Entry 101
• Housing Assessment Tool
• SPDAT
• Chronicity
• CAS/Warehouse Best Practices
• Case notes 101
• Critical Time Intervention 101
Permanent Supportive Housing case managers should also attend ten (10) hours of additional
field-related trainings annually. These trainings can be provided by the Salvation Army or
other training entities. If the PSH case manager holds a state license, CEUs can be used to meet
this requirement.
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In addition to the trainings listed above, Salvation Army will provide a series of case
management workshops that are recommended for all case managers. The frequency and
content of these workshops will be communicated through constant contact and available on
our website. Attendance of case management series workshops can be credited towards the
above mentioned 10 annual hours of recommended trainings.
Agencies can require further agency-specific trainings that could benefit the case manager,
client outcomes, or field development. Proof of training completion should be documented at
the agency-level by program managers and available for review during local monitoring.
If an agency or project has additional internal trainings that must also be completed within the
first 90 days of hire and there is concern regarding completing the above trainings within the
same timeframe, a written explanation and plan for completion should be submitted to the
Director of Training and Special Initiatives. This plan should address why the case manager
will be unable to complete the above trainings within 90 days of hire, as well as a plan and
timeline describing when the trainings will be completed.
PSH Case Manager Scope of Practice
Permanent Supportive Housing case manager job duties may include but are not limited to:
Client Intake
Client intake should be completed within the first 14 business days of the client accepting the
match in the Coordinated Assessment System (CAS) with the PSH program. * Intake should
include but is not limited to:
• SPDAT Assessment
• HUD Program Update Assessment
• Initial Care Plan
• Identifying client housing preferences, such as location and unit type, and viewing unit
availability
In collaboration with the Salvation Army, PSH case managers should implement Critical Time
Intervention (CTI) techniques and create a crisis plan within the first 90 days of a client
entering a unit with the PSH program.
Face-to-Face Visits
Permanent Supportive Housing case managers should complete regular face-to-face home
visits at a minimum of once per month. More frequent home visits may be conducted based on
client need. These home visits can include but are not limited to:
• Client care planning
• Evaluating cleanliness and upkeep of the unit
• Determining whether the client is meeting housing and utilities payment needs
• Identifying any client supportive services needs
• Identifying any maintenance needs or requests
Care Planning
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Permanent Supportive Housing care planning includes but is not limited to:
• Goal setting
o Short-term goals (up to 6 months)
o Long-term goals (greater than 6 months)
• Identifying client physical, mental, and/or relational needs
• Evaluating client outcomes and progress
• Assessments
Care planning should be client-centered, time-oriented, and attainable. Case managers should
be implementing Motivational Interviewing techniques throughout client care planning to
evoke rapport, change behavior, and encourage client self-determination.
Supportive Services
Permanent Supportive Housing case managers should assist in supportive services with clients.
This can include but is not limited to:
• employment assistance, such as assisting the client in filling out an application and
interview preparation training
• education assistance, such as GED preparation, higher education attainment, and
vocational education
• transportation assistance, such as providing peer support numbers or bus routes and
vouchers to transport clients
• interpersonal skill building, including with other tenants and the landlord
• budgeting assistance, such as providing budgeting education to the client
Housing Assistance
PSH Case managers should assist their clients in working towards meeting utility bill and rent
payments. This could include increasing client benefits attainment, assisting the client in
finding employment, providing budgeting education to the client, or seeking rental assistance
from other CoC agencies.
Referrals
If PSH case managers are not able to provide resources for specific client needs, case managers
can refer their clients to outside agencies to assist with meeting client needs. Referrals can
include but are not limited to:
• transportation services
• medical or pharmaceutical needs
• behavioral health care services
• substance use care
• support groups
• obtaining vital documents
• legal services
Assessments
PSH case managers are required to administer both the HUD Assessment and SPDAT v4
Assessment at the required times. The HUD assessment should be completed upon client entry
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to the PSH program, annually, when program updates occur, and exit from the program. The
SPDAT v4 assessment should be completed upon client entry to the program and every 6
months (180 days) after entry. Case managers have within the calendar month that the
assessment is due to complete and enter results into the Efforts to Outcomes (ETO) system.
PSH Case Manager Documentation
PSH case managers should be documenting each interaction held with or about their clients.
This includes but is not limited to face-to-face visit case notes, other client communication,
client assessments, client referrals, and community service partner communication regarding
the client.
Documentation should be factual, objective, and concise in nature. Documentation should not
include case manager opinions or subjective statements about the client, their housing, or their
behavior.
Documentation should be recorded into ETO within 72 hours of the interaction with the client
or community service partner regarding the client.
Documentation should adhere to federal, state, and local laws, as well as policies and
procedures, governing client privacy and confidentiality, and should act in a manner consistent
with the client’s best interest in all aspects of communication and recordkeeping whether
through traditional paper records and/or electronic records.
PSH Case Manager Supervision and Case Conferencing
PSH case managers are encouraged to partake in 1 on 1 supervision meetings with their
program manager at least once a week. Supervision with the program manager provides
opportunity for client consultations, professional and educational development, social support,
performance evaluation, and conflict resolution.
PSH case managers are encouraged to attend at least one monthly case conferencing session
held by Salvation Army staff. The case conferencing process allows for case coordination and
problem-solving to occur regularly with case management and other staff serving individuals
and families experiencing homelessness.
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EXHIBIT “M-3”
PERFORMANCE REPORTS
COLUMBIA RENAISSANCE SQUARE III
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EXHIBIT “”
NOT APPLICABLE
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EXHIBIT “O”
REQUIREMENTS FOR PERMANENT SUPPORTIVE HOUSING UNITS
Capitalized terms not defined herein shall have meanings assigned to them in the Contract.
The purpose of the 16-18 PSH Units is to reduce the population of chronically homeless and at-
risk homeless persons in the City by combining rental assistance with supportive services so that
formerly homeless tenants can maintain stable housing.
The Project owner is responsible for securing resources for rental assistance and supportive
services for the PSH Tenants. These resources must be in place by the time of initial lease-up of
the project.
PSH projects are complex and consist of many partners, processes and roles. The requirements
below are based on Partnership Home standards as well as learning from existing PSH projects.
Project’s Relationship to Partnership Home
Owner should follow the Salvation Army process for setting up new projects and beginning
referral process
PSH Tenants must meet the HUD definition of chronically homeless. PSH Tenants
will all be referred by Salvation Army as approved by Coordinated Entry for PSH for
initial lease up and throughout the Performance Period;
Owner must contact Salvation Army and the agencies providing the rental assistance for
referrals within 5 days of learning a PSH 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
Owner will sign Landlord Memorandum of Understanding or other acceptable
commitment documentation with Salvation Army (Exhibit “O-2”);
Owner shall direct property management and case management to participate with the
tenant in mediation provided by Salvation Army before lease is terminated or eviction filed
except when there is a health or safety risk to the tenant or others of the tenant remaining
on the property; If mediation is not available within 20 days, this requirement is waived.
Project’s Tenant Eligibility and Lease Up Process
Whenever a PSH unit is available, Salvation Army will refer eligible clients who:
o Are approved by Coordinated Entry for PSH
o Have documented disability
o Have documented chronicity
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o Live in the City of Fort Worth
o Are not lifetime registered sex offenders
If a Salvation Army tenant referral has a criminal background related to a crime against
persons, the SSP and property management will discuss with client and evaluate to
determine if the person poses a risk to the health and safety of the development; If the
person is determined not to pose a risk to the health and safety of the development, referral
will be accepted; if the person is determined to pose a risk to the health and safety of the
development, the SSP and property management will request another referral from
Salvation Army;
It is the expectation that Project will follow the Salvation Army standard which is
accepting at least 90% of referrals
Project’s Security
Owner is responsible for providing a detailed security plan for the project at the time
leasing begins.
Owner is responsible for meeting with the City twice a year to review security plan and
discuss any adjustments needed.
Project’s Case Management-
Owner will provide adequate onsite office space for each onsite SSP employee so each
case manager has a private space to meet with tenants at no cost to be used exclusively
by either the SSP’s staff member or staff members of other agencies providing supportive
services, as well as a telephone line and internet access sufficient for staff members to
access the Homeless Management Information System (“HMIS’) maintained by the
CoC, if needed by Salvation Army.
Owner is responsible for providing sufficient case management to have a maximum case
manager to tenant ratio of 1:16.
Owner is responsible for ensuring case managers have gone through case management
standards training as well as foundations of case management training at Salvation Army
or its training agent and SSP submits proof of training annually.
Case management standards are discussed more specifically in Exhibit “O-1” and Exhibit
“O-2”;
Project’s Property Management
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Owner is responsible for ensuring property management has PSH Property Management
Certification through Salvation Army or a CoC provider within 60 days of beginning of
site assignment and submits proof of training annually;
Property manager ensures that all PSH clients are informed of their right to request
reasonable accommodations and that there is a formal process for hearing these requests
and acting upon them;
Owner will ensure sufficient budget for unit repairs;
Property managementshall promptly notify inwriting (email is acceptable) the SSPincases
of anyPSHTenant’s financial hardship (for example nonpayment of rent), lease violation,
or any other circumstances deemed appropriate by Owner or Property Manager within
10 days, to avoid involuntary termination of PSH tenancies to the maximum extent
consistent with sound management of the project;
Property management will work with partners to develop a tenant council at the
development.
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EXHIBIT “O-1”
SCOPE OF SERVICES
Owner will ensure the Supportive Services Provider (SSP) will do the following:
Employ sufficient full time case managers to have a maximum case manager to client ratio
of 1:16 and employ sufficient program supervision for 16-18 permanent supportive housing
(“PSH”) clients which will include the following:
A. In General
Document the nature and extent of all services provided to chronically homeless and at-
risk homeless individuals in the City of Fort Worth receiving case management services
hereunder (“PSH client”) in a complete case file, with case notes in the HMIS system
within 3 business days of a service being provided hereunder.
Eligible clients are those:
o Referred by Salvation Army as approved by Coordinated Entry for permanent
supportive housing
o With documented disability
o With documented chronicity
o Living in the City of Fort Worth
o Not lifetime registered sex offender
If a Salvation Army tenant referral has a criminal background related to a crime against
persons, the SSP and property management will discuss with client and evaluate to
determine if the person poses a risk to the health and safety of the development; If the
person is determined not to pose a risk to the health and safety of the development, referral
will be accepted; if the person is determined to pose a risk to the health and safety of the
development, the SSP and property management will request another referral from
Salvation Army;
It is the expectation that Project will accept Salvation Army referrals and it will be
extremely rare that the SSP and property management reject a referral;
Ensure that all PSH clients are informed during their initial meeting with the case
manager of their right to request reasonable accommodations and that there is a formal
process for hearing these requests and acting upon them. When necessary, assist PSH
Clients in submitting reasonable accommodation requests to the property manager;
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Abide by TX-601 Tarrant/Parker Counties Permanent Supportive Housing Case
Management Standards (Exhibit “O-2”)
B. 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.
C. Additional Services
Assist PSH clients to obtain necessary household items;
Provide support and services consistent with Housing First practices to those PSHclients
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 PSH client, including
periodic evaluation and modification of the tenant housing plan;
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 a household; and
Nutrition and meal preparation;
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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 PSH 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 PSH clients and inform the client of any rules or issues that
may impact the client’s voucher or housing.
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EXHIBIT “O-2”
TX-601 Tarrant/Parker Counties
Permanent Supportive Housing Case Management Standards
The Corporation of Supportive Housing (CSH) describes permanent supportive housing as a
program that combines affordable housing with services that help people who are disabled and
have been homeless longer than one year live with stability, autonomy, and dignity.
The role of permanent supportive housing case managers is to work with the client to ensure
housing stability and access to needed resources as well as work on client-driven goals.
Case management standards ensure consistency and uniformity of service implementation across
the Continuum of Care. Standards also make sure program staff are given the same opportunities
for receiving population-specific training, while also ensuring HUD requirements are being met.
PSH Case Manager Hiring Qualifications
Permanent Supportive Housing Case Managers are required to have a bachelor’s degree; a
Bachelor’s in Social Work, Psychology, or related Health and Human Services is preferred. At
least two years of case management experience or population-specific experience can substitute
for this education requirement.
PSH Case Manager Trainings
Permanent Supportive Housing case managers are required to complete the trainings listed below
within 90 days of hire.
CoC 101
Boot Camp
De-escalation
Harm Reduction
Diversion
Coordinated Entry 101
Housing Assessment Tool
SPDAT
Chronicity
CAS/Warehouse Best Practices
Case notes 101
Critical Time Intervention 101
Permanent Supportive Housing case managers should also attend ten (10) hours of additional field-
related trainings annually. These trainings can be provided by Salvation Army or other training
entities. If the PSH case manager holds a state license, CEUs can be used to meet this requirement.
In addition to the trainings listed above, Salvation Army will provide a series of case management
workshops that are recommended for all case managers. The frequency and content of these
workshops will be communicated through constant contact and available on our website.
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Attendance of case management series workshops can be credited towards the above mentioned
10 annual hours of recommended trainings.
Agencies can require further agency-specific trainings that could benefit the case manager, client
outcomes, or field development. Proof of training completion should be documented at the agency-
level by program managers and available for review during local monitoring.
If an agency or project has additional internal trainings that must also be completed within the first
90 days of hire and there is concern regarding completing the above trainings within the same
timeframe, a written explanation and plan for completion should be submitted to the Director of
Training and Special Initiatives. This plan should address why the case manager will be unable to
complete the above trainings within 90 days of hire, as well as a plan and timeline describing when
the trainings will be completed.
PSH Case Manager Scope of Practice
Permanent Supportive Housing case manager job duties may include but are not limited to:
Client Intake
Client intake should be completed within the first 14 business days of the client accepting the
match in the Coordinated Assessment System (CAS) with the PSH program.* Intake should
include but is not limited to:
SPDAT Assessment
HUD Program Update Assessment
Initial Care Plan
Identifying client housing preferences, such as location and unit type, and viewing
unit availability
In collaboration with the Salvation Army CTI Specialist, PSH case managers should implement
Critical Time Intervention (CTI) techniques and create a crisis plan within the first 90 days of a
client entering a unit with the PSH program.
Face-to-Face Visits
Permanent Supportive Housing case managers should complete regular face-to-face home visits
at a minimum of once per month. More frequent home visits may be conducted based on client
need. These home visits can include but are not limited to:
Client care planning
Evaluating cleanliness and upkeep of the unit
Determining whether the client is meeting housing and utilities payment needs
Identifying any client supportive services needs
Identifying any maintenance needs or requests
Care Planning
Permanent Supportive Housing care planning includes but is not limited to:
Goal setting
o Short-term goals (up to 6 months)
o Long-term goals (greater than 6 months)
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Identifying client physical, mental, and/or relational needs
Evaluating client outcomes and progress
Assessments
Care planning should be client-centered, time-oriented, and attainable. Case managers should be
implementing Motivational Interviewing techniques throughout client care planning to evoke
rapport, change behavior, and encourage client self-determination.
Supportive Services
Permanent Supportive Housing case managers should assist in supportive services with clients.
This can include but is not limited to:
employment assistance, such as assisting the client in filling out an application and
interview preparation training
education assistance, such as GED preparation, higher education attainment, and
vocational education
transportation assistance, such as providing peer support numbers or bus routes and
vouchers to transport clients
interpersonal skill building, including with other tenants and the landlord
budgeting assistance, such as providing budgeting education to the client
Housing Assistance
PSH Case managers should assist their clients in working towards meeting utility bill and rent
payments. This could include increasing client benefits attainment, assisting the client in finding
employment, providing budgeting education to the client, or seeking rental assistance from other
CoC agencies.
Referrals
If PSH case managers are not able to provide resources for specific client needs, case managers
can refer their clients to outside agencies to assist with meeting client needs. Referrals can include
but are not limited to:
transportation services
medical or pharmaceutical needs
behavioral health care services
substance use care
support groups
obtaining vital documents
legal services
Assessments
PSH case managers are required to administer both the HUD Assessment and SPDAT v4
Assessment at the required times. The HUD assessment should be completed upon client entry to
the PSH program, annually, when program updates occur, and exit from the program. The SPDAT
v4 assessment should be completed upon client entry to the program and every 6 months (180
days) after entry. Case managers have within the calendar month that the assessment is due to
complete and enter results into the Efforts to Outcomes (ETO) system.
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PSH Case Manager Documentation
PSH case managers should be documenting each interaction held with or about their clients. This
includes but is not limited to face-to-face visit case notes, other client communication, client
assessments, client referrals, and community service partner communication regarding the client.
Documentation should be factual, objective, and concise in nature. Documentation should not
include case manager opinions or subjective statements about the client, their housing, or their
behavior.
Documentation should be recorded into ETO within 72 hours of the interaction with the client or
community service partner regarding the client.
Documentation should adhere to federal, state, and local laws, as well as policies and procedures,
governing client privacy and confidentiality, and should act in a manner consistent with the client’s
best interest in all aspects of communication and recordkeeping whether through traditional paper
records and/or electronic records.
PSH Case Manager Supervision and Case Conferencing
PSH case managers are encouraged to partake in 1 on 1 supervision meetings with their program
manager at least once a week. Supervision with the program manager provides opportunity for
client consultations, professional and educational development, social support, performance
evaluation, and conflict resolution.
PSH case managers are encouraged to attend at least one monthly case conferencing session held
by Salvation Armystaff. The case conferencing process allows for case coordination and problem-
solving to occur regularly with case management and other staff serving individuals and families
experiencing homelessness.
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EXHIBIT “O-3”
LANDLORD MEMORANDUM OF UNDERSTANDING
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Landlord Memorandum of
Understanding
PURPOSE:
The purpose of this memorandum of understanding is to explain the roles and
responsibilities of Property Name and Service Provider- Such as, Safe Haven,
Presbyterian Night Shelter, MHMR, Endeavors or any other partner agency of
Tarrant County Homeless Coalition in the provision of referrals and/or services
at Property Name.
PARTNERSHIP WITH TARRANT COUNTY HOMELESS COALITION:
Tarrant County Homeless Coalition also referenced as TCHC will provide
the following services to Property Name willing to work with Service
Providers and their clients within our Continuum.
o Landlord/Tenant Mediation
o Professional Development opportunities for onsite staff
o PSH Property Management Certification
o Landlord Helpline (682) 615-1903
o Advertisement of property through Padmission
o Access to Risk Mitigation funds if a complete request packet has
been submitted and approved within the process guidelines and
an executed MOU is on file.
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ROLES AND RESPONSIBILITIES:
SERVICE PROVIDER is responsible for the following:
Provide the owner/property with a referral package for each referred
household, including the housing application, identification
documentation, income and asset documentation
Provide services to the referred residents per program eligibility
requirements.
Provide continuous and prompt lines of communication to Landlord
throughout clients’ entireenrollment of ServiceProvider’s program.
Provide the Landlord the name and contact information of applicable
Service Provider staff and ensure that such staff are aware of the
provisions of this MOU and their responsibilities hereunder.
PROPERTY NAME is responsible for the following:
Provide the service provider the name and contact information of
applicable property management staff and ensure that such staff are
aware of the provisions of this MOU and their responsibilities hereunder.
Providetimely notification of vacancy through Padmission
Provide SERVICE PROVIDER with written copies of property rules,
standard lease agreements, and any other addendums attached tothe
lease agreement.
Promptly address and resolve any deficiencies in applications.
Determine if an applicant is eligible within 5 days of application
submission.
Contact SERVICE PROVIDER, case manager or Landlord Helpline
immediately if referred resident is having any challenges or is in violation
of signed lease agreement or any additional signed property
rules/regulations.
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PERIOD OF MEMORANDUM OF UNDERSTANDING:
The period of this memorandum of understanding begins upon the date
of the signatures in the section below until a 30-day written notice from
PROPERTY NAME will nolonger be partnering with SERVICE PROVIDER or
ANY TARRANT COUNTY HOMELESS COALITION AFFILIATES. Tarrant
County Homeless Coalition may also exercise the right to end a
partnership with Property Name at any time with a written 30-day notice
to property for any reason. Amendments to this written agreement may
be made throughout the period of the MOU if mutually agreed upon.
Owner/Agent Signature Date
TCHC Agent Date
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EXHIBIT “O-4”
PSH PERFORMANCE REPORTS
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At least 5% of clients increase income within the quarter. Less than 15% of clients exit program and enter homelessness within a year of exit. (List clients' names (firstinitial, last name) who have exited at least one year ago and whether theyreturned to homelessness) Improvement in assessment score for at least 20% ofclients every six months. (List the total number of clients whose assessment improved from previous 6 months vs. total number of clients) List Clients disenrolled and reasons Quarterly Measures (PGY: 2024-2025)Progress - Quarter 1 (Oct - Dec)Progress - Quarter 2 (Jan - Mar)Progress - Quarter 3 (April - June)Progress - Quarter 4 (July - Sept)DueJan15DueApril15DueJuly 15DueOct 15At least 85% of clients will be housed within 15 days ofbeing given a voucher. (List clients' names (first initial, last name) who leased up and the number leased up in 15 days vs. the total leased up thatARPA Construction Contract-EXHIBITS Columbia Renaissance Square III, LP63 Rev. December 2024
City of Fort Worth,
Mayor and
Texas
Council Communication
DATE: 11/19/24 M8�C FILE NUMBER: M&C 24-1025
LOG NAME: 19COLUMBIA RENAISSANCE III CONTRACT FUNDS
SUBJECT
(CD 8) Authorize Financial Actions that Support Columbia Renaissance Square Phase III, an Affordable Housing Development Located at 2757
Moresby Street, Fort Worth, Texas, 76105, Authorize Execution of Loan Documents to Provide Federal Funding in an Amount Up to
$8,023,547.40, and Find that the Financial Actions Supporting the Development Serve a Public Purpose and that Adequate Controls are in Place
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize reallocation of $523,547.40 in HOME Investment Partnership Program funds to benefit Columbia Renaissance Square Phase III;
2. Authorize expenditure in the amount of $2,523,547.40 of HOME Investment Partnerships Program grant funds in the form of a subordinate,
forgivable loan to Columbia Renaissance Square III, LP, or a related entity, for the development of Columbia Renaissance Square Phase III;
3. Authorize the substitution of current and prior funding years in order to meet commitment, disbursement, and expenditure deadlines for grant
funds from the United States Department of Housing and Urban Development;
4. Authorize a subordinate, forgivable loan of up to $4,000,000.00 in Emergency Rental Assistance 2 funds and $1,500,000.00 in American
Rescue Plan Act funds pursuant to the subrecipient awards to the Columbia Renaissance Square III, LP and documentation to ensure
compliance with applicable federal regulations;
5. Authorize the City Manager or his designee to execute all related contracts, subawards, loan documents, and other documents necessary for
lending activities and compliance with federally funded affordable housing projects;
6. Authorize the City Manager or his designee to extend the contracts if such extensions are necessary for completion of the project, and to
extend all other required documents for lending activities as necessary for the development of the project;
7. Authorize the City Manager or his designee to amend the contracts and other required documents if necessary to achieve project goals,
provided that the amendments are within the scope of the project and in compliance with City policies and applicable laws and regulations
governing the use of federal funds;
8. Authorize that forgivable loans that support Columbia Renaissance Square Phase III can be converted to a non-forgivable loan if needed to
reduce a risk of negative tax implications; and
9. Find that providing federally funded loans with 0% interest serves the public purpose of providing decent, safe, and sanitary housing for low-
income residents, and that adequate controls are in place through the various loan documents and agreements to ensure the public purpose
is carried out.
DISCUSSION:
Background
The purpose of this Mayor and Council Communication (M&C) is to approve financial measures to support the affordable housing multifamily
development, Columbia Renaissance Square Phase III (Project). This initiative supports the City's Comprehensive Plan by providing quality,
affordable housing for low- to moderate-income residents while promoting economic development and revitalization in the City. The Project is part
of the Renaissance Heights Master Plan, featuring mixed-use development that includes affordable housing for seniors and families, along with
retail, community services, and other amenities in Southeast Fort Worth. Funding for the development will come from various sources, including the
HOME Investment Partnership Program (HOME), Emergency Rental Assistance 2(ERA2) funds, and American Rescue Plan Act (ARPA) funds.
Additionally, it will be financed through 4% (non-competitive) Housing Tax Credits awarded by Texas Department of Housing and Community
Affairs (TDHCA) and tax-exempt bonds through the Tarrant County Finance Corporation.
Columbia Renaissance Square III, LP (Owner) is an affiliate of Columbia Residential Communities, LLC (Developer) of Atlanta, Georgia, a highly
experienced multifamily tax credit developer who has owned and operated over 34 developments throughout the country. They currently own and
operate the two affordable developments Columbia Renaissance Square Phase I and Columbia Renaissance Square Phase II. The Project will
complete the multifamily component of the Renaissance Heights Master Plan. Columbia Renaissance Square Phase III will consist of 100 new and
affordable housing units targeting different income brackets. 10 units will be designated as 'deeply affordable' for individuals earning at or below
30% of the Area Median Income (AMI), 29 units for those earning between 31 % and 50% AMI, 41 units for those earning between 51 % and 60%
AMI, 11 units for those earning between 61 %-70% AMI, and 9 units for those earning befinreen 71 % and 80% AMI. Construction of the Project will
begin in February 2025 and take approximately 18 months to complete.
City Funding Sources
HOME Investment Partnership
On August 8, 2023, City Council approved the 2023-2027 Consolidated Plan and the 2023-2024 Action Plan (M&C 23-0631) that committed
$1,000,000.00 of HOME funds to the Project, and on June 25, 2024, City Council approved the 2024-2025 Action Plan (M&C 24-0552) which
committed an additional $1,000,000.00 in HOME funds for a total award of $2,000,000.00.
Routing and Transmittal Slip
Neighborhood Services Department
DOCUMENT TITLE: COLUMBIA RENAISSANCE-ARPA Construction Contract:
Columbia Renaissance Square Phase III
M&C: 24-1025 CPN CSO # 62420 DOC# _
DATE:
TO:INITIALS DATE OUT
1. Chad LaRoque
2. Leslie L. Hunt
3. Kacey Bess
4. Jesica L. McEachern
5. Jannette Goodall
6. 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.
NEEDSTO BE NOTARIZED:Yes No
RUSH:Yes No SAME DAY :Yes No NEXT DAY :Yes No
ROUTINGTO CSO:X Yes No
Action Required:
As Requested and Notary Tabs
For Your Information X Attach Signature
× Signature/Routingand or Recording
Comment
File
Return to: Please call Dyan Anderson at ext. 7398 or email for pick up when completed. Thank you.
With the Developer facing a Project-financing gap, City staff identified $523,547.40 in unprogrammed HOME funds and published a notice of
intent in the Fort Worth Star-Telegram to change the use of these federal grant funds to support the Project. The notice proposed the reallocation
and included a substantial amendment to the City's 2018-2019, 2019-2020, and 2020-2021 Action Plans. The public comment period was from
August 17, 2024 through September 16, 2024; no comments were received. HOME Loan Terms:
1. Loan term to commence on execution of the loan documents and terminate 40 years after Project stabilization. Payment of principal and
accrued, unpaid interest will be due 40 years after Project conversion, coterminous with the final payment date of permanent loan;
2. Interest rate of zero percent so long as borrower complies with all of the terms of the contract and loan documents;
3. Performance of the HOME requirements and payment of the HOME loan, if required, will be secured by a deed of trust and HOME Deed
Restrictions on the real property through the affordability period or the loan term, whichever is longer;
4. Affordability period to begin on the date the Project status is changed to "Complete" in the Integrated Disbursement and Information System
(IDIS) and to continue for 20 years thereafter;
5. HOME loan to be subordinate to any construction/permanent financing and any financing provided by Fort Worth Housing Finance
Corporation;
6. HOME-assisted units will be designated according to the HOME regulations with a 20-year affordability period;
7. HOME funds will be provided on a reimbursement basis for eligible costs only; and
8. Development and operation will comply with all HOME Regulations in 24 Code of Federal Regulations (CFR) Part 92 et seq.
The expenditure of HOME funds is conditioned upon the following:
1. Compliance with all HOME requirements contained in 24 CFR Part 92 et seq;
2. Satisfactory underwriting in accordance with federal guidance for use of HOME funds and City policies for funding of HOME units;
3. Review of all other financial commitments including conventional and government loan commitments, equity commitments, etc., as well as
any other sources of funds including grants;
4. Satisfactory completion of an environmental review pursuant to 24 CFR Part 58;
5. Receipt of authorization to use grant funds from U.S. Housing and Urban Development (HUD);
6. Receipt of acceptable, fully executed loan documents; and
7. Closing on all other financing for the Project.
Approval of this M&C allows Action Plan funding years to vary and be substituted in order to expend the oldest grant funds first. Appropriations
supporting the HOME loan will come from the annual program appropriation for the funding years against which the loan is booked.
American Rescue Plan Act
On September 12, 2023, City Council approved the reallocation of $3,000,000.00 in ARPA funds to be equally split between two housing projects,
Columbia Renaissance Square Phase III and The Nest, after the permanent supportive housing project initially approved for the funding failed to
materialize (M&C 23-0742). The $1,500,000.00 in ARPA funds to support the Project shall be specifically for the purpose of supporting the 10
deeply affordable units, with a goal to add permanent supportive housing to the Project as available. The Developer has agreed to coordinate with
City staff and the local Continuum of Care to achieve this goal.
ARPA Loan Terms:
1. Loan to be subordinate only to construction/permanent loans and the City's Home Investment Partnership loan;
2. Interest rate of 0%;
3. Deed of Trust and Promissory Note to secure both payment of the loan and performance of any requirements described in the loan
agreement;
4. Loan to be forgiven at the end of the term given all requirements are met;
5. Term of the loan to be 20 years; and
6. Confirmation of loan commitments from other lenders satisfactory to the City.
Emergency Rental Assistance 2
On September 12, 2023, City Council approved the acceptance of a$4,000,000.00 subaward of ERA2 funds from Tarrant County (County) (M&C
23-0742), and, subsequently, on January 23, 2023, City Council approved entering into an Interlocal Agreement with the County to administer the
funds for the purpose of developing finro affordable housing projects (M&C 24-0029). The Interlocal Agreement between the City and the County
was executed on January 29, 2024 and specified $3,500,000.00 to go toward the Project and $500,000.00 toward a transitional housing
development, Casa Mia.
County staff and City staff determined Casa Mia ineligible for funding due to the nature of its program, and the County shall determine if these
funds will be allocated to Columbia Renaissance Square Phase III. This M&C authorizes expenditures up to $4,000,000.00 to support the Project
under the County's discretion and direction.
ERA2 Loan Terms:
1. Loan to be subordinate only to construction/permanent loans, the City's Home Investment Partnership Loan, and the City's American
Rescue Plan Act loan;
2. Interest rate of 0%;
3. Deed of Trust, Land Use Restriction Agreement, and Promissory Note to secure both payment of the loan and perFormance of any
requirements described in the loan agreement;
4. Term of the loan to be 20 years;
5. Loan to be forgiven at the end of the term given all requirements are met; and
6. Confirmation of loan commitments from other lenders satisfactory to the City.
Staff Recommendation
Staff recommends approving the expenditure and execution of contracts and related loan documents with Columbia Renaissance Square Phase
III, LP in the amount of $2,523,547.40 in HOME funds. In addition, Staff recommends approving the expenditure of $1,500,000.00 in ARPA funds
and up to $4,000,000.00 in ERA2 funds through loans to Columbia Renaissance Square Phase III, LP.
Through this M&C, the City Council finds that the Project serves a public purpose by assisting the City in fulfilling its goals under the Neighborhood
Conservation and Affordability Plan, by providing accessible and affordable housing for low- to moderate-income residents and supporting
economic development and revitalization. The Council further finds that adequate controls are in place through the various loan documents and
agreements to ensure that the public purpose is carried out.
Funding is budgeted in the Home (PY21/FY22), American Rescue Plan Act, Tarrant County ERAP2 and the Home Grant (PY23/FY24) projects
within the Grants Operating Federal Fund for the Neighborhood Services Department for the purpose of providing federal funding for Columbia
Renaissance Square Phase III City Project.
FISCAL INFORMATION / CERTIFICATION:
The Director of Finance certifies that funds are available in the current operating budget, as previously appropriated, in the Grants Operating
Federal Fund to support the approval of the above recommendations and award of the contract. The Neighborhood Services Department (and
Financial Management Services) will be responsible for the collection and deposit of funds due to the City. Prior to an expenditure being
incurred, the Neighborhood Services Department has the responsibility to validate the availability of funds. These are reimbursement and fee for
services grants.
Submitted for City Manager's Office bk Jesica McEachern 5804
Originating Business Unit Head: Kacey Bess 8187
Additional Information Contact: Chad LaRoque 2661
Dyan Anderson 7398
Expedited