HomeMy WebLinkAboutContract 62726CSC No. 62726
STATE OF TEXAS §
COUNTY OF TARRANT §
This contract ("Contract") is made and entered into by and between the City of Fort Worth
(hereafter "City") and Delara Chase, LLC (hereafter "Developer"), a Texas limited liability
company. City and Developer may be referred to individually as a "Party" and jointly as "the
Parties."
The Parties state as follows:
WHEREAS, City has received grant funds from the United States Department of Housing
and Urban Development through the Community Development Block Grant ("CDBG") Program,
Catalog of Federal Domestic Assistance No. 14.218;
WHEREAS, a national objective of the CDBG Program is to benefit low- and moderate -
income persons in accordance with the CDBG Regulations at 24 CFR Part 570, as amended from
time to time;
WHEREAS, Developer proposes to use CDBG funds to assist with acquisition costs for
an existing multifamily property located at 4805 Altamesa Boulevard, Fort Worth, Texas, 76133
(the "Property"), which Developer intends to rehabilitate and redevelop into a project to be
commonly known as Delara Chase (the "Project") that will consist of 116-units of mixed -income
multifamily rental units in the City;
WHEREAS, Developer has received an award of 2024 Competitive (9%) Housing Tax
Credits from the Texas Department of Housing and Community Affairs for a portion of the costs
of the development of the Project; and
WHEREAS, City residents and City Council have determined this Project will help
further its goal of development of quality, accessible, affordable housing in the City for
moderate, low, and very low-income residents.
WHEREAS, in connection with the award of CDBG funds for acquisition of the
Property, 5 1 % of the Project's units must remain affordable to households earning 80% or less of
Area Median Income during the Performance Period.
NOW, THEREFORE, in consideration of the mutual covenants and obligations and
responsibilities contained herein, including all exhibits and attachments, and subject to the terms
and conditions hereinafter stated, the Parties understand and agree as follows:
1. INCORPORATION OF RECITALS. OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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City and Developer hereby agree that the recitals set forth above are true and correct and
form the basis upon which the Parties have entered into this Contract.
2. DEFINITIONS.
In addition to terms defined in the body of this Contract, the following terms shall have the
definitions ascribed to them as follows:
Affordable Units means 60 housing units (constituting 5 1 % of the total housing units in the Project) that
must be leased to a CDBG Eligible Household for Affordable Rent for the duration of the Performance
Period.
Affordable Rent means rent capped at no more than 30% of a CDBG Eligible Household's
monthly income. Affordable Rent shall not include any payment under Section 8 of the United
States Housing Act of 1937 or any other rental assistance program or any fee for supportive
services that is paid to Developer by any governmental program of assistance or any tax-exempt
organization.
Affordability Requirements means the Affordable Units remain occupied by CDBG Eligible
Households throughout the Performance Period in accordance with the terms of this Contract and
the CDBG Regulations.
Area Median Income or AMI means the median family income for the Fort Worth -Arlington
metropolitan statistical area, adjusted for family size, as established annually by HUD as more
particularly described in Exhibit "A-1" — 2024 HUD Income Limits.
BABA means the Build America, Buy America Act detailed in the Infrastructure Investment and
Jobs Act, Pub. L. 117-58 and 2 CFR Part 184.
Business Diversity Enterprise Ordinance or BDE means the City's Business Diversity
Ordinance, Ordinance No. 24534-11-2020.
CDBG means Community Development Block Grant.
CDBG Eligible Household means a household whose annual income does not exceed more than
80% of the AMI, adjusted for family size, for the applicable year.
CDBG Funds means the CDBG grant funds supplied by the City to Developer under the terms of
this Contract.
CDBG Regulations means regulations found at 24 CFR Part 570 et seq.
CDBG Requirements means (i) rehabilitating and developing 116 rental units to be available to
CDBG Eligible Households and (ii) during the Performance Period, (a) certifying that at least 51 %
of such units are leased to tenants who are CDBG Eligible Households, and (b) complying with all
applicable provisions of the CDBG Regulations.
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City Requirements means all ordinances, policies, standards, specifications and obligations
prescribed by the City applicable to the development, activity, work, or construction undertaken
pursuant to this Contract.
Client Documentation means the documentation described in Exhibit "G" — Documentation of
CDBG Requirements.
Closing means the closing of the acquisition of the Property and construction financing by Developer.
Complete Documentation means the following documentation as applicable
• Attachments I and II, 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
Developer.
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 Developer were actually paid by Developer.
Proof of household eligibility:
o Documentation that each CDBG Eligible Households either (i) has verifiable
self -certification of income such as the City's Certification Income Statement
attached as Exhibit "N" — Form of Income Self -Certification or a similar
form approved by City, or (ii) has provided Complete Documentation.
Other documentation: (i) final lien releases signed by the general contractor or prime
subcontractor, if applicable; (ii) copies of all City permits and City -issued "pass"
inspections for such work; (iii) documentation to show compliance with B AB A,
BDE or DBE bidding process for procurement of Contract activities, if applicable; (iv)
proof of contractor, subcontractor and vendor eligibility as described in Section 6.6;
and (v) any other documents or records reasonably necessary to verify costs spent for the
Project.
2. Complete Documentation shall meet the standards described in Exhibit "J" — Standards
for Complete Documentation.
Completion means the substantial completion of the rehabilitation and/or construction of the
Required Improvements as evidenced by a Neighborhood Services Department Minimal
Acceptable Standard Inspection report, HUD Compliance Inspection Report and/or any other
applicable final inspection approval from the City.
Completion Deadline means March 31, 2027.
Conversion means the date the Project's construction financing converts to permanent
financing.
DBE means disadvantaged business enterprise in accordance with 49 CFR Part 26.
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Deed of Trust means any deed of trust from Developer in favor of City covering the Property and
securing the indebtedness evidenced therein and Developer's performance of the requirements of
this Contract and the CDBG Regulations, as the same may be extended, amended, restated,
supplemented or otherwise modified. The Parties agree to the use of the Deed of Trust in
substantially the form attached as Exhibit "E" — Loan Documents.
Developer means Delara Chase, LLC.
Director means the Director of the City's Neighborhood Services Department.
Effective Date means the date of execution by the last of the Parties of this Contract.
Housing Tax Credits means the federal housing tax credits awarded to Developer for the Project
by TDHCA under Section 42(h) of the Internal Revenue Code of 1986, as amended.
HUD means the United States Department of Housing and Urban Development.
IDIS means Integrated Disbursement Information System, HUD's project tracking system.
Investor means the entity purchasing the housing tax credits, and any successors and assigns. For
purposes of this Contract, the Investor shall be Hunt Capital Partners Tax Credit Fund 51, LP, a
Delaware limited partnership, its successors and/or assigns.
Loan means the CDBG Funds provided to Developer by City in the form of a deferred payment
loan under the terms of this Contract as more particularly described in the Loan Documents.
Loan Documents means security instruments which Developer or any other party has executed
and delivered to City including without limitation, the City's Promissory Note and Deed of Trust,
or any other similar security instruments evidencing, securing or guaranteeing City's interest in
the Required Improvements constructed under this Contract and further evidencing, securing, or
guaranteeing Developer's performance during the Performance Period, all as the same may
from time to time be extended, amended, restated, supplemented or otherwise modified.
Maturity Date means 480 months from the date of Conversion.
National Objective For the purposes of this Contract, and as defined in 24 CFR 570.208(a)(3),
requires that at least 5 1 % of the total units in the Project must be occupied by CDBG Eligible
Households.
Neighborhood Services Department or NSD means the City's Neighborhood Services
Department.
Performance Period means the 5-year period during which Developer will fulfill the CDBG
Requirements, the City Requirements, and continuously meet the National Objective, and will
comply with all other terms and conditions of this Contract and the Loan Documents. The
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Performance Period begins on the date that at least 5 1 % of the total units are occupied by CDBG
Eligible Households, or, another date that City determines, in its sole discretion, that use of the
Property meets the National Objective which, in City's sole satisfaction, establishes such date with
reasonable certainty.
Permanent Lender means Citibank, N.A., together with its successors and/or assigns.
Plans means the plans and specifications related to the Required Improvements prepared by the
Developer's architect which have been delivered to and then reviewed and approved by City on or
before the Effective Date, and any and all amendments thereto approved by City.
Promissory Note means any note in the amount of the CDBG Funds executed by Developer
payable to the order of City, as the same may be extended, amended, restated, supplemented or
otherwise modified. The Parties agree to the use of a Promissory Note in substantially the form
attached as 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 10.
Required Improvements means a 116-unit mixed income multifamily rental housing Project to
be rehabilitated and/or constructed on the Property, together with all fixtures, tenant
improvements and appurtenances now or later to be located on the Property and/or in such
improvements. The Required Improvements are commonly known as Delara Chase. The
current street address of the Project is 4805 Altamesa Boulevard, Fort Worth, Texas, 76133.
Senior Indebtedness means all present and future indebtedness, obligations, and liabilities of
Developer to any Senior Lender for the development of the Project, all as more particularly
defined in the Subordination Agreement.
Senior Lender means, collectively, Comerica Bank, Raza Development Fund, Inc., Mercy
Community Capital and Permanent Lender.
Stabilization means the date of Conversion.
Subordination Agreement means, collectively, any Subordination Agreement or Intercreditor
and Subordination Agreement among any Senior Lender, Developer, and City outlining the
relative priorities of the Senior Indebtedness and the City's Loan for the Project.
TDHCA means the Texas Department of Housing and Community Affairs.
Tenant Documentation means any documentation allowed under the definition of annual income
in 24 CFR Part 5.609 sufficient to show that a tenant is a CDBG Eligible Household.
Documentation may include but is not limited to copies of paychecks, Social Security and
disability verification letters, interest or rental income statements, retirement income statements,
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child support and alimony verification, unemployment benefit letters, and the like for initial tenant
income eligibility verifications, and the tenant income verification required every year of the
Performance Period. Documentation for tenant income eligibility verifications for other than the
initial lease and the 5TH year of the Performance Period shall be a City -approved income self -
certification form.
3. TERM AND EXTENSION.
3.1 Term of Contract.
The term of this Contract commences on the Effective Date and terminates at the Maturity
Date, unless otherwise terminated as provided in this Contract or in the Promissory Note.
3.2 Extension of Contract.
This Contract may be extended for one-year extensions upon Developer submitting a
request for an extension in writing at least 60 days prior to the end of the Contract term. The
request for extension shall include the reasons for the extension, and Developer's anticipated
budget, construction schedule and goals for the extended term. It is specifically understood that it
is within City's sole discretion whether to approve or deny Developer's request for an additional
term. Any such extension shall be in the form of an amendment to this Contract.
3.3 Term of Loan.
The term of the Loan shall commence on the date of the Promissory Note and terminates on
the Maturity Date, unless otherwise terminated as provided in this Contract or in the Promissory
Note.
4. DUTIES AND RESPONSIBILITIES OF CITY.
4.1 Provide CDBG Funds.
City shall provide up to $3,333,385.85 of CDBG Funds in the form of the 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 Developer and any of its contractors,
subcontractors or vendors throughout the Performance Period, but no less than annually.
Monitoring by City will include monitoring whether Developer is meeting the National
Objective and complying with the CDBG Requirements and the City Requirements
during the Performance Period.
5. DUTIES AND RESPONSIBILITIES OF DEVELOPER.
5.1 Construction of Required Improvements.
Developer shall complete the rehabilitation and/or construction of the Required
Improvements as described in Exhibit "A" — Project Summary in accordance with the Plans, the
schedule set forth in Exhibit "C" - Construction and Reimbursement Schedule, and the terms
and conditions of this Contract.
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5.2 Use of CDRf: Funds.
5.2.1 Costs in Compliance with CDBG Regulations and Contract.
City will pay for a portion of acquisition of the Project with CDBG Funds
only if City determines in its sole discretion that:
5.2.1.1 Costs are eligible expenditures in accordance with the
CDBG Regulations.
5.2.1.2 Costs comply with this Contract and are reasonable and
consistent with industry norms.
5.2.1.3 Complete Documentation, as applicable, is submitted by
Developer.
5.2.2 Budget.
Developer agrees that the CDBG Funds will be paid at Closing or on a
reimbursement basis in accordance with Exhibit `B" — Budget. Budget
shall comply with Section 5.2.1, Exhibit "A — Project Summary, and shall
not increase the total amount of CDBG Funds.
5.2.3 Change in Budd.
5.2.3.1 Developer 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 HUD regulations governing
cost allocation.
5.2.3.2 Developer agrees to utilize the CDBG Funds to supplement
rather than supplant funds otherwise available for the
Project.
5.3 Pavment of CDBG Funds to Developer.
CDBG Funds will be disbursed to Developer at Closing or upon City's approval of
Developer's Reimbursement Requests, including submission of Complete Documentation to City
in compliance with Section 11. As more particularly described in the CDBG Funds Budget. It is
expressly agreed by the Parties that 5% ($166,669.29) of the CDBG Funds not reimbursed to
Developer shall remain with City and will be released when 51 % of the total units are occupied by
CDBG Eligible Households.
5.4 Identify Proiect Expenses Paid with CDBG Funds.
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Developer will keep accounts and records in such a manner that City may readily identify
and account for Project expenses purchased or reimbursed with CDBG Funds. These records shall
be made available to City for audit purposes and shall be retained as required hereunder.
5.5 Acknowledgement of Citv Pavment of CDBG Funds.
Within 90 days of Completion, Developer shall sign an acknowledgement that City has
paid all CDBG Funds due under this Contract, or shall deliver a document executed by an officer
of Developer identifying all or any portion of the CDBG Funds that City has not paid to Developer.
Once City has met all of its obligations for payment of CDBG Funds hereunder, an officer of
Developer shall sign an acknowledgement of same.
5.6. Security for Citv's Interest and Developer's Performance.
To secure City's interest in the Required Improvements and the performance of
Developer's obligations hereunder, Developer shall execute the Loan Documents, and record the
Deed of Trust encumbering the Property at the earlier of (i) the acquisition of the Property, or (ii)
the closing of Developer's construction loan. No CDBG Funds will be paid or reimbursed to
Developer until the Deed of Trust is recorded. In accordance with the CDBG Regulations and
HUD requirements, the City's interest in preserving the affordability of the Affordable Units and
maintaining the Affordability Requirements will be secured by the Deed of Trust. The City's
interest in preserving the affordability of the Project will be secured by the Declaration of Land
Use Restrictive Covenants ("LURA") established and enforced by TDHCA for the Housing
Tax Credits. The TDHCA LURA shall restrict the Project and Property to certain occupancy
and rent requirements for a period of at least 40 years.
5.6.1 Loan Terms and Conditions.
Developer will be required to:
5.6.1.1 Execute and deliver the Promissory Note and Deed of
Trust along with 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 from
the title company at least 3 business days before Closing.
5.6.1.5 Ensure City's lien is subordinate only to the Senior
Indebtedness described in the Subordination Agreement(s).
City must approve in writing any secured financing for the
Project that is to be subordinate to the Loan and not
previously disclosed to City in writing. That certain
subordinate $300,000 loan from Texas State Affordable
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Housing Corporation, a Texas public nonprofit corporation
to Developer is hereby approved by City.
5.6.1.6 The term of the Loan shall be as specified in Section 3.3.
5.6.1.7 No Interest shall accrue on the Loan provided that Developer
complies with the terms and conditions of the Loan
Documents.
5.6.1.8 The Loan is a deferred payment loan. The Loan may be
forgiven, at the Maturity Date, in the Lender's sole and
absolute discretion.
5.6.1.9 Early repayment of the Loan shall not relieve Developer of
its obligations under this Contract or the CDBG Regulations
including but not limited to complying with the CDBG
Requirements or the City Requirements, or meeting the
National Objective. The Deed of Trust shall secure both
repayment of the CDBG Funds, if required, and performance
by Developer of its obligations under this Contract and the
requirements of the CDBG Regulations during the
Performance Period.
5.6.1.10 Except for permanent loan conversion with Developer's
permanent lender, refinancing by Developer, or any
subordinate financing other than that approved herein or
otherwise by City, shall require the review and prior written
approval of City, which approval shall not be unreasonably
withheld, conditioned or delayed.
5.6.1.11 Failure by Developer to comply with this Section 5.6
will be an event of default under this Contract and the
Loan Documents.
5.7 CDBG Requirements, Citv Requirements and the National Objective.
Developer shall ensure that it complies with the CDBG Requirements and the City
Requirements and that the National Objective is met throughout the Performance Period.
5.8 Affordability Requirements.
Developer shall ensure that the Affordable Units remain occupied by CDBG Eligible
Households throughout the Performance Period. There shall be a 20% payment of the total Loan
amount by Developer to City as liquidated damages if any Affordable Unit is leased to a tenant
that is not a CDBG Eligible Household during the Performance Period and such lease results in a
finding of noncompliance by HUD requiring repayment of funds by City to HUD. Developer
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must notify the City in writing within 30 days of either of the following occurrences: (i) an
Affordable Unit is occupied by a tenant who is not a CDBG Eligible Household or, (ii) an
Affordable Unit remains vacant for more than 90 days . In the event that an Affordable Unit is
occupied by a tenant who is not a CDBG Eligible Household, Developer shall have 30 days to
determine if another tenant qualifies as a CDBG Eligible Household or fill an empty unit in the
Project with a CDBG Eligible Household. If either (i) or (ii) takes place and is not cured
within the time limits described in this Section, then Developer shall pay City 10% of the
Loan amount as liquidated damages. The Parties agree that City's actual damages in the
event of either (i) or (ii) happening and remaining uncured are uncertain and would be
difficult to ascertain and may include a finding by HUD requiring a repayment of funds to
HUD by City or otherwise impact the City's CDBG grant or other federal grant funds.
Therefore, the Parties agree that payment under this Section of 10% of the Loan amount
by Developer to City is liquidated damages and not a penalty.
5.9 Reserved.
5.10 Affordabilitv Rea uirements Survive Transfer.
The sale or transfer of the Project during the Performance Period, excluding a transfer due
to condemnation or to obtain utility services, will require that the new owner or transferee must
assume in writing the obligations established hereunder for the Affordable Units. If the new
owner or transferee does not assume Developer's surviving obligations hereunder, then Developer
must repay City in accordance with the provisions of Section 5.6.1.8 within 30 days of written
notice by City or City may pursue any of its remedies under this Contract or the Loan Documents.
6. INTENTIONALLY OMMITED
7. TENANT AND LEASE REOUIRMENTS: PROPERTY STANDARDS DURING
PERFORMANCE PERIOD.
7.1 Income Eligibility.
Developer must use the definition of annual income used by 24 CFR 5.609 to establish
tenant income eligibility. Developer shall use the most current HUD Income Guidelines.
Developer shall maintain Tenant Documentation sufficient to show that the Affordable Units
are occupied by CDBG Eligible Households. This Section shall survive the earlier termination
or expiration of this Contract and be applicable for the length of the Performance Period.
7.2 Income Verification.
7.2.1 Developer must verify that all tenants of Affordable Units are CDBG
Eligible Households with full Tenant Documentation at the time the
initial lease for an Affordable Unit is executed. Tenants must certify the
number of people in tenant's household along with such person's names
and ages. Developer shall obtain financial information on all members
of a tenant's household.
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7.2.2 Developer must verify the income of the tenants of the Affordable Units
annually after the initial lease is executed, but may use a City -approved
tenant self -certification form as Tenant Documentation. Notwithstanding
the foregoing, Developer must verify the income eligibility of all CDBG
Eligible Households with full Tenant Documentation during the 5th
year of the Performance Period.
7.2.3 Developer must maintain copies of Tenant Documentation as required
under this Contract.
7.2.4 City will review Tenant Documentation during the Performance Period as
part of its monitoring.
7.3 Tenant Lease
Prior to leasing the first Affordable Unit in the Development, Developer shall
submit the form of its residential tenant lease to City for its approval, which
approved from shall be used for all leases of Affordable Units (subject to
reasonable amendment from time to time in compliance with CDBG
Requirements)
7.4 Tenant Household Characteristics.
7.4.1 Developer shall provide City with the information about the household
characteristics of the first tenant renting an Affordable Unit on Exhibit
"G" — Project Compliance Report: Rental Housing.
7.4.2 At City's request, Developer shall provide demographic information for all
tenants of Affordable Units in order to show compliance with Section 7.7
during the Performance Period.
7.5 Proiect Maintenance and Inspections During Performance Period.
Developer shall ensure that the Project is maintained in accordance with all
applicable HUD property standards for the duration of the Performance Period,
which at a minimum shall be those property standards required in 24 CFR Part
92.251 City will verify maintenance of the Project to these standards through on -
site inspections every year.
8. ADDITIONAL REOUIREMENTS.
Developer agrees to comply with all requirements of the CDBG Program as stated in the
CDBG Regulations, including, but not limited to the following:
8.1 Environmental Review.
CDBG 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
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review may result in a decision to proceed with, modify, or cancel the Project. Further, Developer
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 Section will (i) cause
this Contract to terminate immediately; (ii) require Developer to repay to City any CDBG
Funds received and forfeit any future payments of CDBG Funds; and (iii) Developer must
pay 10% of the CDBG Funds to City as liquidated damages. The Parties agree that City's
actual damages in the event of Developer violating this Section are uncertain and would be
difficult to ascertain and may include a finding by HUD requiring a repayment of funds to
HUD by City or otherwise impact the City's CDBG grant or other Federal grant funds.
Therefore, the Parties agree that payment of 10% of the Loan amount by Developer to City
under this Section is liquidated damages and not a penalty.
8.1.1 Mitigation.
Developer must take the mitigation actions outlined in Exhibit "A-2" —
Environmental Mitigation Actions. Failure to complete the required
mitigation action is an event of default under this Contract.
8.2 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 CDBG Funds, and that such commitment or
approval may occur only upon satisfactory completion of environmental review and receipt by
City of an authorization to use grant funds from HUD under 24 CFR Part 58.
8.3 Monitoring.
Developer agrees that it will be subject to monitoring by City for compliance
with the CDBG Regulations and this Contract for the duration of this Contract
and the Performance Period. Developer 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 shall survive the earlier
termination or expiration of this Contract.
8.3.1 Representatives of City, HUD, HUD Office of the Inspector General,
and the United States Comptroller General shall have access during regular
business hours, upon at least 48 hours prior notice, to Developer's offices
and records and to Developer's officers and agents that are related to the
use of the CDBG Funds and the requirements of the CDBG Regulations
during the Performance Period, and to Developer's officers, agents,
employees, contractors, subcontractors and vendors for the purpose of such
monitoring.
8.3.2 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 Developer's compliance with the terms and conditions of
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this Contract and the Loan. After each monitoring visit, City shall provide
Developer with a written report of the monitor's findings. If the monitoring
report notes deficiencies in Developer's performance, the report shall
include requirements for the timely correction of said deficiencies by
Developer. Failure by Developer 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.
8.3.3 Developer shall annually provide to City the results of any state or federal
monitoring related to the Project including any monitoring by TDHCA.
Such results shall be submitted annually to City with the submission of its
annual audit and financial statements.
8.3.4 This Section 8.3 shall be applicable for the duration of the Performance
Period and shall survive the earlier termination or expiration of this
Contract.
8.4 ComDliance with the Uniform Relocation Act.
If applicable, Developer 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 pertaining to relocation.
8.5 Developer Procurement Standards.
Developer shall ensure that procurement of materials and services is done in a cost effective
manner. Developer shall comply with all applicable federal, state and local laws, regulations, and
ordinances for making procurements under this Contract. Developer shall establish written
procurement procedures to ensure that materials and services are obtained in a cost effective
manner
8.6 Cost PrinciDles/Cost Reasonableness.
The eligibility of costs incurred for performance rendered shall be determined in
accordance with 2 CFR Part 200.402 through 2 CFR Part 200.405, as applicable, regarding cost
reasonableness and allocation.
8.7 Financial Mana eg ment Standards.
Developer agrees to adhere to the accounting principles and procedures required in 2 CFR
Part 200, as applicable, utilize adequate internal controls, and maintain necessary supporting and
back-up documentation for all costs incurred in accordance with 2 CFR Part 200.302 and Part
200.303.
8.8 Uniform Administrative Requirements.
Developer will comply with the Uniform Administrative Requirements, Cost Principles,
and Audit Requirements for Federal Awards in 2 CFR Part 200, as applicable, or any reasonably
equivalent procedures and requirements that City may require.
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8.9 Compliance with FFATA and Whistleblower Protections.
Developer shall provide City with all necessary information for City to comply with the
requirements of 2 CFR 300(b), including provisions of the Federal Funding Accountability and
Transparency Act ("FFATA") governing requirements on executive compensation and provisions
governing whistleblower protections contained in 10 U.S.C. 2409, 41 U.S.C. 4712, 10 U.S.C.
2324, 41 U.S.C. 4304 and 41 U.S.C.4310.
8.9.1 Developer shall provide City its SAM unique entity ID number prior
to the payment of any CDBG Funds.
8.10 Internal Controls.
In compliance with the requirements of 2 CFR 200.303, Developer shall:
8.10.1 Establish and maintain effective internal control over the CDBG Funds that
provides reasonable assurance that Developer is managing the CDBG
Funds in compliance with federal statutes, regulations, and the terms and
conditions of this Contract. These internal controls shall comply with the
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");
8.10.2 Comply with federal statutes, regulations, and the terms and conditions
of this Contract;
8.10.3 Evaluate and monitor Developer's compliance with statutes, regulations
and the terms and conditions of this Contract;
8.10.4 Take prompt action when instances of noncompliance are identified
including noncompliance identified in audit findings; and
8.10.5 Take reasonable measures to safeguard protected personally identifiable
information and other information that HUD or City designates as sensitive
or Developer considers sensitive consistent with applicable federal, state,
local and tribal laws regarding privacy and obligations of confidentiality.
8.11 Convright and Patent Rig hts•
No reports, maps, or other documents produced in whole or in part under this Contract shall
be the subject of an application for copyright by or on behalf of Developer. HUD and City shall
possess all rights to invention or discovery, as well as rights in data which may arise as a result of
Developer's performance under this Contract.
8.12 Terms Annlicable to Contractors. Subcontractors and Vendors.
Developer understands and agrees that all terms of this Contract, whether regulatory or
otherwise, shall apply to any and all contractors, subcontractors and vendors of Developer which
are in any way paid with CDBG Funds or who perform any work in connection with the Project.
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Developer shall cause all applicable provisions of this Contract to be included in and made a part
of any contract or subcontract executed in the performance of its obligations hereunder, including
its obligations regarding the Affordability Requirements and the CDBG Regulations during the
Performance Period. Developer shall monitor the services and work performed by its contractors,
subcontractors and vendors on a regular basis for compliance with the Affordability Requirements,
the CDBG Regulations and Contract provisions. Developer is responsible for curing all violations
of the CDBG Regulations committed by its contractors, subcontractors or vendors. City maintains
the right to insist on Developer's full compliance with the terms of this Contract and the CDBG
Regulations and Developer is responsible for such compliance regardless of whether actions to
fulfill the requirements of this Contract or the CDBG Regulations are taken by Developer or by
Developer's contractors, subcontractors or vendors. Developer 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.
8.13 Pavment and Performance Bonds.
Subject to the requirements of 2 CFR Part 200, Developer 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 $3,333,385.85, which is the total amount of the Loan. At City's
discretion, other forms of assurance may be acceptable so long as they meet the requirements of
the CDBG Regulations.
9. RECORD KEEPING, REPORTING AND DOCUMENTATION REOUIREMENTS,
RIGHT TO AUDIT.
9.1 Record Keening,
Developer shall maintain a record -keeping system as part of its performance of this
Contract and shall promptly provide City with copies of any document City deems necessary for
the effective fulfillment of City's monitoring and evaluation responsibilities. Specifically,
Developer will keep or cause to be kept an accurate record of all actions taken and all funds spent,
with supporting and back-up documentation as well as all Tenant Documentation. Developer will
maintain all records and documentation related to this Contract for 5 years after the end of the
Performance Period. If any claim, litigation, or audit related to this Contract or the Project is
initiated before the expiration of the 5 year period, the relevant records and documentation must
be retained until all such claims, litigation or audits have been resolved.
9.1.2 Access to Records.
City representatives and HUD 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 Developer'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 upon at least
48 hours prior notice.
9.2 Renorts.
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Developer will submit to City all reports and documentation described in this Contract in
such form as City may prescribe. Developer may also be required to submit a final performance
and/or final 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 to City required by this Contract shall be an event of
default and City may exercise all of it remedies for default under this Contract and Loan
Documents. City shall not exercise its rights hereunder for default until its gives Developer 30
days' notice of such failure and Developer has failed to cure such default.
9.2.1 Additional Information.
Developer shall provide City with additional information as may be
required by state or federal agencies to substantiate CDBG Program
activities and/or expenditure eligibility.
9.3 Change in Reporting Requirements and Forms.
City retains the right to change reporting requirements and forms at its reasonable
discretion. City will notify Developer in writing at least 30 days prior to the effective date of such
change, and the Parties shall execute an amendment to the Contract reflecting such change if
necessary.
9.4 Audit.
9.4.1 Entities that Expend $1.000.000 or more in Federal Funds Per Year.
All non-federal entities that expend $1,000,000 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 Developer's
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 after its completion. Developer's 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 a year
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.
9.5 City Reserves the Right to Audit.
City reserves the right to perform an audit of Developer's Project operations and finances
at any time during the term of this Contract and during the Performance Period and for 5 years
thereafter, if City determines that such audit is necessary for City's compliance with the CDBG
Regulations or other City policies, and Developer agrees to allow access to all pertinent materials
as described herein. If such audit reveals a questioned practice or expenditure, such questions
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must be resolved within 30 business days after notice to Developer of such questioned practice or
expenditure. If questions are not resolved within this period, City reserves the right to withhold
further funding under this and/or other contract(s) with Developer. IF AS A RESULT OF ANY
AUDIT IT IS DETERMINED THAT DEVELOPER HAS FALSIFIED ANY
DOCUMENTATION OR MISUSED, MISAPPLIED OR MISAPPROPRIATED CDBG
FUNDS OR SPENT CDBG FUNDS ON ANY INELIGIBLE ACTIVITIES, DEVELOPER
AGREES TO REIMBURSE CITY THE AMOUNT OF SUCH MONIES PLUS THE
AMOUNT OF ANY SANCTIONS, PENALTY OR OTHER CHARGE LEVIED AGAINST
CITY BY HUD BECAUSE OF SUCH ACTIONS.
10. REIMBURSEMENT REOUIREMENTS.
Developer shall provide City with Complete Documentation and the following reports as
shown in Exhibit "F" — Reimbursement Forms with each Reimbursement Request:
10.1 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).
10.2 Attachment II — Exnenditure Worksheet.
This report shall itemize each expense requested for reimbursement by Developer. In order
for this report to be complete the following must be submitted:
10.2.1 Invoices for each expense with an explanation as to how the expense
pertains to the Project, if necessary; and
10.2.2 Proof that each expense was paid by Developer, which proof can be
satisfied by cancelled checks, wire transfer documentation, paid receipts
or other appropriate banking documentation.
10.3 Deadline for Submitting Reimbursement Requests.
All Reimbursement Requests along with Complete Documentation shall be submitted by
Developer to City within 60 calendar days from each of the deadlines as shown in Exhibit "C" —
Construction and Reimbursement Schedule.
10.3.1 CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT
ON ANY REIMBURSEMENT REQUEST THAT IS NOT
RECEIVED WITHIN 60 DAYS OF THE DEADLINES SHOWN IN
EXHIBIT "C" — CONSTRUCTION AND REIMBURSEMENT
SCHEDULE. In addition, Developer's failure to timely submit
Reimbursement Requests and Complete Documentation along with
any required reports shall be an event of default.
10.3.2 CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT
ON ANY REIMBURSEMENT REQUEST THAT IS NOT
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RECEIVED WITHIN 30 CALENDAR DAYS FOLLOWING THE
COMPLETION DEADLINE.
10.4 Withholding Pavment.
CITY SHALL WITHHOLD PAYMENT ON ANY REIMBURSEMENT REQUEST
THAT DOES NOT INCLUDE THE REQUIRED COMPLETE DOCUMENTATION.
11. DEFAULT AND TERMINATION.
11.1 Failure to Begin or Complete the Required Imnrovements
11.1.1 If Developer fails to begin rehabilitation and/or construction within 3
months of the Effective Date, this Contract shall automatically terminate
without further warning or opportunity to cure, and with no penalty or
liability to City.
11.1.2 If City determines that the Required Improvements were not completed by
the Completion Deadline (as may be modified in accordance with Section
14.19) or have failed to pass any of the inspections described in Section
6.1.2 (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
repayment of the CDBG Funds and enforce any of the provisions of
Loan documents for default.
11.2 Failure to Submit Complete Documentation During Construction.
11.2.1 If Developer fails to submit all applicable Complete Documentation
during construction of the Required Improvements in accordance with
Exhibit "C" — Construction and Reimbursement Schedule, or if any
report or documentation submitted as part of Complete Documentation is
not in compliance with this Contract or the CDBG Regulations as
determined by City, City will notify Developer in writing and the
Developer will have 15 calendar days from the date of the written notice to
submit or resubmit any such report or documentation. If Developer fails to
submit or resubmit any such report or documentation within such time, City
shall have the right to withhold payments. If such failure continues for an
additional 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. Notwithstanding
anything to the contrary herein, City will not be required to pay any CDBG
Funds to Developer during the period that any such report or documentation
is not in compliance with this Contract or the CDBG Regulations.
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11.2.2 If any of Developer's Reimbursement Requests are incomplete or otherwise
not in compliance with this Contract or the CDBG Regulations as
determined by City, City will notify Developer in writing of such default
and the Developer will have 15 calendar days from the date of the written
notice to resubmit any such Reimbursement Request to cure the default.
If the Developer fails to cure the default within such time, Developer shall
forfeit any payments otherwise due under such Reimbursement Request. If
such failure to resubmit such Reimbursement Request continues for an
additional 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. Notwithstanding anything
to the contrary herein, City will not be required to pay any CDBG Funds
to Developer during the period that any such Reimbursement Request is
not in compliance with this Contract or the CDBG Regulations.
11.2.3 In the event of more than 3 instances of default, cured or uncured,
under Sections 11.2.1 or 11.2.2 which have a material adverse impact
on the Project, City reserves the right at its sole option to terminate
this Contract effective immediately upon written notice of such intent
with no penalty or liability to City.
11.2.4 Notwithstanding anything to the contrary herein, City will not be required
to pay any CDBG Funds to Developer during the period that any
Reimbursement Requests, reports or documentation are past due or are not
in compliance with this Contract or the CDBG Regulations, or during any
period during which Developer is in default of this Contract.
11.2.5 In the event of termination under this Section 11.2, all CDBG Funds
awarded but unpaid to Developer pursuant to this Contract shall be
immediately forfeited and Developer shall have no further right to such
funds. Any CDBG Funds already paid to Developer must be repaid to City
within 30 days of termination under this Section. Failure to repay such
CDBG Funds will result in City exercising all legal remedies available
to City under this Contract and the Loan Documents. For
clarification, the defaults and related remedies set out in this Section
11.2 are not intended to arise from mathematical errors or other minor
defects in a Reimbursement Request.
11.3 Failure to Submit Required Reports and Documentation During Performance
Period.
If Developer fails to maintain all records and documentation as required in Section 9, or
fails to submit any report or documentation required by this Contract after the Required
Improvements are completed, or if the submitted report or documentation is not in compliance
with this Contract or the CDBG Regulations as determined by City, City will notify Developer in
writing and the Developer will have 30 calendar days from the date of the written notice to obtain
or recreate the missing records or documentation, or submit or resubmit any such report or
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documentation to City. If Developer fails to maintain the required reports or documentation, or
submit or resubmit any such report or documentation within such time, City shall have the right
to terminate this Contract effective immediately upon written notice of such intent with no
penalty or liability to City. In the event of termination under this Section 11.3, any CDBG
Funds paid to Developer must be repaid to City within 30 days of termination. Failure to
repay such CDBG Funds will result in City exercising all legal remedies available to City
under this Contract and the LoanDocuments.
11.4 In General.
11.4.1 Subject to Sections 11.1, 11.2 and 11.3, and unless specifically provided
otherwise in this Contract, Developer shall be in default if Developer
breaches any term or condition of this Contract. In the event that such a
breach remains uncured after 30 calendar days following written notice by
City (or such other notice period as may be specified herein), or if
Developer has diligently and continuously attempted to cure following
receipt of such written notice but reasonably required more than 30
calendar days to cure, as determined by both Parties mutually and in good
faith, City shall have the right to elect, in City's sole discretion, to (i) extend
Developer's time to cure, (ii) terminate this Contract effective immediately
upon written notice of such intent to Developer, or (iii) pursue any other
legal remedies available to City.
Notwithstanding anything to the contrary contained herein, Developer's
Limited Partner shall have the right, but not the obligation, to cure an event
of default hereunder and City agrees to accept or reject such cure on the
same basis as if provided by Developer itself
11.4.2 City's remedies may include:
11.4.2.1 Direct Developer 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, including extending the
Performance Period.
11.4.2.2 Direct Developer to establish and follow a management plan
that assigns responsibilities for carrying out the remedial
activities.
11.4.2.3 Cancel or revise activities likely to be affected by the
performance deficiency, before expending CDBG Funds for
the activities.
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11.4.2.4 Reprogram CDBG Funds that have not yet been expended
from affected activities to other eligible activities or
withhold CDBG Funds.
11.4.2.5 Direct Developer to reimburse City in any amount of CDBG
Funds not used in accordance with the CDBG Regulations.
11.4.2.6 Suspend reimbursement of CDBG Funds for affected
activities.
11.4.2.7 Any other appropriate action including but not limited to any
remedial action legally available such as declaratory
judgment, specific performance, damages, temporary or
permanent injunctions, termination of this Contract or any
other contracts with Developer, and any other available
remedies.
11.4.3 In the event of termination under this Section 11.4, all CDBG Funds
awarded but unpaid to Developer pursuant to this Contract shall be
immediately rescinded and Developer shall have no further right to such
funds and any CDBG Funds already paid to Developer must be repaid to
City within 30 days of termination. Failure to repay such CDBG Funds
will resultin City exercising all legal remedies available to City under
this Contract or the Loan Documents.
11.5 No Funds Disbursed while in Breach.
Developer understands and agrees that no CDBG Funds will be paid to Developer until all
defaults are cured to City's satisfaction.
11.6 No Compensation After Date of Termination.
In the event of termination, Developer shall not receive any CDBG Funds in compensation
for work undertaken after the date of termination.
11.7 Rights of Citv Not Affected.
Termination shall not affect or terminate any of the existing rights of City against
Developer, or which may thereafter accrue because of such default, and this 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 Developer 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
termination of this Contract. No delay or omission by City in exercising any right or remedy
available to it under this Contract shall impair any such right or remedy or constitute a waiver or
acquiescence in any Developer default.
11.8 Waiver of Breach Not Waiver of Subseauent Breach.
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The waiver of a breach of any term, covenant, or condition of this Contract shall not operate
as a waiver of any subsequent breach of the same or any other term, covenant or condition hereof.
11.9 Civil. Criminal and Administrative Penalties.
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.
11.10 Termination for Cause.
11.10.1 City may terminate this Contract in the event of Developer's default,
inability, or failure to perform, subject to notice, grace and cure periods. In
the event City terminates this Contract for cause, all CDBG Funds awarded
but unpaid to Developer pursuant to this Contract shall be immediately
rescinded and Developer shall have no further right to such funds and any
CDBG Funds already paid to Developer must be repaid to City within
30 calendar days of termination. Failure to repay such CDBG Funds will
result in City exercising all legal remedies available to City under this
Contract or the Loan Documents. DEVELOPER ACKNOWLEDGES
AND AGREES THAT IF CITY TERMINATES THIS CONTRACT
FOR CAUSE, NEITHER DEVELOPER NOR ANY AFFILIATES OF
DEVELOPER SHALL BE CONSIDERED FOR ANY OTHER CITY
CONTRACT FOR CDBG FUNDS FOR A MINIMUM OF 5 YEARS
FROM THE DATE OF TERMINATION.
11.10.2 Developer may terminate this Contract if City does not provide the
CDBG Funds substantially in accordance with this Contract. In such event,
the termination of the Contract shall have the effect of returning the Parties
to their respective circumstances as existed prior to the execution of this
Contract, and no terms or obligations shall survive the date of termination,
including but not limited to, reporting, inspections or the Performance
Period.
11.10.3 City may terminate this Contract if Developer defaults on the CDBG Loan.
11.11 Termination for Convenience.
In terminating in accordance with 24 C.F.R. 85.44 this Contract may be terminated in
whole or in part only as follows:
11.11.1 By City with the consent of Developer in which case the Parties shall
agree upon the termination conditions, including the effective date and in the
case of partial termination, the portion to be terminated; or
11.11.2 By Developer upon written notification to City setting forth the reasons for
such termination, the effective date, and in the case of partial termination,
the portion to be terminated. In the case of a partial termination, City
may terminate the Contract in its entirety if City determines in its sole
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discretion that the remaining portion of the Contract to be performed or
CDBG Funds to be spent will not accomplish the purposes for which this
Contract was made.
11.12 Dissolution of Developer Terminates Contract.
In the event Developer is dissolved or ceases to exist, this Contract shall terminate. In the
event of termination under this Section, all CDBG Funds are subject to repayment and/or City
may exercise all of its remedies under this Contract and the Loan Documents.
11.13 Reversion of Assets.
In the event this Contract is terminated with or without cause, all tangible personal property
owned by Developer that was acquired or improved with the CDBG Funds shall belong to City
and shall automatically transfer to City or to such assignees as City may designate.
11.14 Notice of Termination under Subordination Agreement.
City shall not terminate this Contract without first giving notice and opportunity to cure,
which will be incorporated as a requirement in the Subordination Agreement.
11.15 Notice to Investor of Default.
City shall furnish Investor with notice of any default under this Contract at the address
shown below.
12. REPAYMENT OF CDBG FUNDS.
All CDBG Funds are subject to repayment in the event the Project does not meet the
requirements as set out in this Contract or in the CDBG Regulations. If Developer takes any
action that results in City being required to repay all or any portion of the CDBG Funds to
HUD, Developer agrees it will reimburse City for such repayment. If Developer takes any
action that results in City receiving a finding from HUD about the Project, whether or not
repayment to HUD is required of City, Developer agrees it will pay City 10% of the CDBG
Funds as liquidated damages. The Parties agree that City's damages in the event of either
repayment to HUD being required or receiving a finding from HUD are uncertain and would
be difficult to ascertain and may include an impact on City's CDBG grant or other Federal
grant funds, in addition to a finding by HUD or a repayment of funds to HUD by City.
Therefore, the Parties agree that payment under this Section of 10% of the Loan amount by
Developer to City is liquidated damages and not a penalty.
13. MATERIAL OWNERSHIP CHANGE.
Except for Permitted Transfers in accordance with the terms of the Deed of Trust, and
transfers otherwise consented to by City, and except as permitted in accordance with
Developer's Amended and Restated Operating Agreement (the "Operating
Agreement") as may be amended and restated from time to time to admit
Investor or other Members, if ownership of Developer 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 Developer and failure to make such determination
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in that time period will constitute a waiver. In the event of termination under this Section 13, all
CDBG Funds awarded but not yet paid to Developer pursuant to this Contract shall be
immediately rescinded and Developer shall have no further right to such funds. Any CDBG Funds
already paid to Developer must be repaid to City within 30 days of termination under this Section.
Notwithstanding anything to the contrary contained herein, the respective interests of
Investor shall be freely transferable and any amendment to the Operating Agreement to effectuate
such transfers shall not require City consent.
14. GENERAL PROVISIONS_
14.1 Developer an Independent Contractor.
Developer shall operate hereunder as an independent contractor and not as an officer, agent,
servant or employee of City. Developer shall have exclusive control of, and the exclusive right to
control, the details of the work and services performed hereunder, and all persons performing
same, and shall be solely responsible for the acts and omissions of its officers, members, agents,
servants, employees, contractors, subcontractors, vendors, tenants, licensees or invitees.
14.2 Doctrine of Respondeat Superior.
The doctrine of respondeat superior shall not apply as between City and Developer, its
officers, members, agents, servants, employees, contractors, subcontractors, vendors, tenants,
licensees or invitees, and nothing herein shall be construed as creating a partnership or joint
enterprise between City and Developer. City does not have the legal right to control the details of
the tasks performed hereunder by Developer, its officers, members, agents, employees,
contractors, subcontractors, vendors, licensees or invitees.
14.3 Developer Property.
City shall under no circumstances be responsible for any property belonging to Developer,
its officers, members, agents, employees, contractors, subcontractors, vendors, tenants, licensees
or invitees that may be lost, stolen or destroyed or in any way damaged and DEVELOPER
HEREBY INDEMNIFIES AND HOLDS HARMLESS CITY AND ITS OFFICERS,
AGENTS, AND EMPLOYEES FROM ANY AND ALL CLAIMS OR SUITS PERTAINING
TO OR CONNECTED WITH SUCH PROPERTY.
14.4 Religious Organization.
No portion of the CDBG Funds shall be used in support of any sectarian or religious
activity. In addition, there must be no religious or membership criteria for tenants of a CDBG-
funded property.
14.5 Venue.
Venue for any action, whether real or asserted, at law or in equity, arising out of the
execution, performance, attempted performance or non-performance of this Contract, shall lie in
Tarrant County, Texas.
14.6 Governing Law.
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This Contract shall be governed by and construed in accordance with the laws of the State
of Texas. If any action, whether real or asserted, at law or in equity, arises out of the execution,
performance or non-performance of this Contract or on the basis of any provision herein, for any
issue not governed by federal law, the choice of law shall be the laws of the State of Texas.
14.7 Severabilitv.
The provisions of this Contract are severable, and if for any reason a clause, sentence, paragraph
or other part of this Contract shall be determined to be invalid by a court or federal or state
agency, board or commission having jurisdiction over the subject matter thereof, such
invalidity shall not affect other provisions which can be given effect without the invalid
provision. However, it is understood and agreed by the Parties that the CDBG Requirements
and regulations are integral parts of the Contract and that any reformation of the Contract in
the event of severability should include the requirement that Developer comply with the
CDBG Requirements and regulations, reporting requirements to verify the same, and that City
shall be able to enforce the CDBG Requirements and regulations against Developer.
14.8 Written Agreement Entire Agreement.
This written instrument and the Exhibits, Addendums and Attachments 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 be executed by the Parties.
14.9 Para _F29, Headings for Reference Only. No Legal Significance: Number and
Gender.
The paragraph headings contained herein are for convenience in reference to this Contract
and are not intended to define or to limit the scope of any provision of this Contract. When context
requires, singular nouns and pronouns include the plural and the masculine gender shall be deemed
to include the feminine or neuter and the neuter gender to include the masculine and feminine.
The words "include" and "including" whenever used herein shall be deemed to be followed by the
words "without limitation".
14.10 ComDliance with All ADDlicable Laws and Regulations.
Developer agrees to comply fully with all applicable laws and regulations that are currently
in effect or that are hereafter amended during the performance of this Contract. These laws
include, but are not limited to:
➢ The Build America, Buy America (BABA) Act detailed in the Infrastructure Investment
and Jobs Act, Pub. L. 117-58 and 2 CFR Part 184.
➢ CDBG Regulations found in 24 CFR Part 570.
➢ Title I of the Housing and Community Development Act of 1974, as amended, (42 USC
5301 et seq.)
➢ Title VI of the Civil Rights Act of 1964 (42 U.S.C. Sections 2000d et seq.) including
provisions requiring recipients of federal assistance to ensure meaningful access by
person of limited English proficiency
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➢ 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
➢ Lead -Based Paint Poisoning Prevention Act (42 U.S.C. 4801 et seq.), as amended by the
Residential Lead -Based Paint Hazard Reduction Act of 1992 (42 U.S.C. 4851 et seq.) and
implementing regulations at 24 CFR Part 35, subparts A, B, M, and R
➢ Uniform Administrative Requirements, Cost Principles, and Audit Requirements for
Federal Awards, 2 CFR Part 200 et seq.
➢ Federal Funding Accountability and Transparency Act of 2006, (Pub.L. 109-282, as
amended by Section 6205(a) of Pub.L. 110-252 and Section 3 of Pub.L. 113-101)
➢ Federal Whistleblower Regulations, 10 U.S.C. 2409,41 U.S.C. 4712, 10 U.S.C. 2324,41
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U.S.C. 4304 and 41 U.S.C. 4310.
14.11 Prohibition Against Discrimination.
14.11.1 General Statement.
Developer, in the execution, performance or attempted performance of this
Contract, shall comply with all non-discrimination requirements and the
ordinances codified at Chapter 17, Article III, Division 4 — Fair Housing of
the City Code. Developer may not discriminate against any person because
of race, color, sex, gender, religion, national origin, familial status,
disability or perceived disability, sexual orientation, gender identity, gender
expression, or transgender, nor will Developer permit its officers, members,
agents, employees, contractors, 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 Developer hereby covenants
and agrees that Developer, its officers, members, agents, employees and
contractors, have fully complied with all provisions of same and that no
employee, or applicant for employment has been discriminated against under
the terms of such ordinances by either or its officers, members, agents,
employees, contractors or vendors.
14.11.2 No Discrimination in Emplovment during the Performance of this
Contract.
During the performance of this Contract, Developer agrees to the following
provision, and will require that its contractors, subcontractors and vendors
also comply with such provision by including it in all contracts with its
contractors and vendors that Developer intends to pay CDBG Funds to in
connection with the Required Improvements (if any):
f 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
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termination, rates of pay or other forms of compensation, and selection for
training, including apprenticeship. f Contractor's, Subcontractor's or
Vendor's Name] agrees to post in conspicuous places, available to employees
and applicants for employment, notices setting forth the provisions of this
nondiscrimination clause.
f Contractor's, Subcontractor's or Vendor's Name] will, in all solicitations or
advertisements for employees placed by or on behalf of f Contractor's,
Subcontractor's or Vendor's Namel , state that all qualified applicants will
receive consideration for employment without regard to race, color, sex,
gender, religion, national origin, familial status, disability or perceived
disability, sexual orientation, gender identity, gender expression or
transgender.
f Contractor's, Subcontractor's or Vendor's 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.
f Contractor's, Subcontractor's or Vendor's Name] further covenants that
neither it nor its officers, members, agents, employees, contractors, or
persons acting on their behalf, shall specify, in solicitations or
advertisements for employees to work on this Contract, a maximum age
limit for such employment unless the specified maximum age limit is based
upon a bona fide occupational qualification, retirement plan or statutory
requirement.
14.11.3 Developer's Contractors and ADA.
In accordance with the provisions of the Americans With Disabilities Act of
1990 ("ADA"), Developer warrants that it will not unlawfully discriminate
on the basis of disability in the provision of services to the general public,
nor in the availability, terms and/or conditions of employment for applicants
for employment with, or employees of Developer. DEVELOPER
WARRANTS IT WILL FULLY COMPLY WITH ADA'S
PROVISIONS AND ANY OTHER APPLICABLE FEDERAL, STATE
AND LOCAL LAWS CONCERNING DISABILITY AND WILL
DEFEND, INDEMNIFY AND HOLD CITY HARMLESS AGAINST
ANY CLAIMS OR ALLEGATIONS ASSERTED BY THIRD
PARTIES, CONTRACTORS, SUBCONTRACTORS OR VENDORS
AGAINST CITY ARISING OUT OF DEVELOPER'S AND/OR ITS
CONTRACTORS', SUBCONTRACTORS', VENDORS', AGENTS'
OR EMPLOYEES' ALLEGED FAILURE TO COMPLY WITH THE
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ABOVE -REFERENCED LAWS CONCERNING DISABILITY
DISCRIMINATION IN THE PERFORMANCE OF THIS
CONTRACT.
14.12 Conflict of Interest and Violations of Criminal Law.
14.12.1 Develoner Safeguards,
Developer shall establish safeguards to prohibit its employees, board
members, advisors and agents from using positions for a purpose that is or
gives the appearance of being motivated by a desire for private gain for
themselves or others, particularly those with whom they have family,
business or other ties. Developer shall disclose to City any conflict of
interest or potential conflict of interest described above, immediately upon
discovery ofsuch.
14.12.2 General Prohibition Against Conflicts of Interest.
No persons who are employees, agents, consultants, officers or elected
officials or appointed officials of City or of Developer who exercise or
have exercised any functions or responsibilities with respect to activities
assisted with CDBG funds or who are in a position to participate in a
decision -making process or gain inside information with regard to these
activities may occupy an Affordable Unit, may obtain a financial interest
or benefit from a CDBG-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 I year thereafter, unless they are
accepted in accordance with the procedures set forth at 24 CFR 570.611.
14.12.2.1 Developer 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.
14.12.3 Disclosure of Conflicts of Interest.
In compliance with 2 CFR Part 200.112, Developer is required to timely
disclose to City in writing any potential conflict of interest, as described in
this Section.
14.12.4 Disclosure of Texas Penal Code Violations.
Developer affirms that it will adhere to the provisions of the Texas Penal
Code which prohibits bribery and gifts to public servants.
14.12.5 Disclosure of Federal Criminal Law Violations.
In compliance with 2 CFR Part 200.113, Developer is required to timely
disclose to City all violations of federal criminal law involving fraud,
bribery or gratuity violations potentially affecting this Contract.
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14.13 Intentionally Omitted
14.15 Intentionally Omitted.
14.16 Other Laws.
The failure to list any federal, state or City ordinance, law or regulation that is applicable
to Developer does not excuse or relieve Developer from the requirements or responsibilities in
regard to following the law, nor from the consequences or penalties for Developer's failure to
follow the law, if applicable.
14.17 Assignment.
Developer shall not assign all or any part of its rights, privileges, or duties under this
Contract without the prior written approval of City. Any attempted assignment of same
without approval shall be void, and shall constitute a breach of this Contract.
14.18. ffight to Inspect Developer Contracts.
It is agreed that City has the right to inspect and approve in writing any proposed contracts
between Developer and (i) its general contractor and subcontractors, including any lower tier
subcontractors engaged in any activity that is funded as part of the construction of the Required
Improvements, (ii) any vendor contracts arising out of the operation of the Project, and (iii) any
third party contracts to be paid with CDBG Funds, prior to any charges being incurred.
14.19 Force Maieure
If Developer becomes unable, either in whole or part, to fulfill its obligations under this
Contract due to acts of God, strikes, lockouts, or other industrial disturbances, acts of public
enemies, wars, blockades, insurrections, riots, epidemics, earthquakes, fires, floods, restraints or
prohibitions by any court, board, department, commission or agency of the United States or of any
States, civil disturbances, or explosions, or some other reason beyond Developer's control
(collectively, "Force Majeure Event"), the obligations so affected by such Force Majeure Event
will be suspended only during the continuance of such event and the Completion Date for such
obligations shall be extended for a like period. Developer will give City written notice of the
existence, extent and nature of the Force Majeure Event as soon as reasonably possible after the
occurrence of the event. Failure to give notice will result in the continuance of the Developer's
obligation regardless of the extent of any existing Force Majeure Event. Developer will use
commercially reasonable efforts to remedy its inability to perform as soon as possible.
14.20 Survival.
Any provision of this Contract that pertains to Affordability Requirements, auditing,
monitoring, tenant income eligibility, record keeping and reports, City ordinances, the provisions
of Section 6.6 pertaining to SAM, or any CDBG requirements, and any default and enforcement
provisions necessary to enforce such provisions, shall survive the termination of this Contract for
the longer of (i) 5 years after the termination date of this Contract, or (ii) 5 years after the
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termination of the Performance Period unless a different survival period is specifically set forth
herein, and shall be enforceable by City against Developer.
15. INDEMNIFICATION AND RELEASE.
DEVELOPER COVENANTS AND AGREES TO INDEMNIFY, HOLD
HARMLESS AND DEFEND, AT ITS OWN EXPENSE, CITY AND ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL
CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER
KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN
CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED
PERFORMANCE OR NONPERFORMANCE OF THIS CONTRACT AND/OR THE
OPERATIONS, ACTIVITIES AND SERVICES OF THE PROJECT DESCRIBED
HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART, BY ALLEGED
NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS
OR SUBCONTRACTORS OF CITY, AND DEVELOPER 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 AGREEMENT AND/OR THE
OPERATIONS, ACTIVITIES AND SERVICES OF THE PROJECT DESCRIBED
HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART BY ALLEGED
NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS
OR SUBCONTRACTORS OF CITY. DEVELOPER 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 DEVELOPER, 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 DEVELOPER AND
CITY, THAT THE INDEMNITY PROVIDED FOR THIS SECTION INCLUDES
INDEMNITY BY DEVELOPER TO INDEMNIFY AND PROTECT CITY FROM THE
CONSEQUENCES OF CITY'S OWN NEGLIGENCE, WHETHER THAT NEGLIGENCE
IS ALLEGED TO BE THE SOLE OR CONCURRING CAUSE OF THE INJURY,
DAMAGE OR DEATH.
DEVELOPER AGREES TO AND SHALL RELEASE CITY, ITS AGENTS,
EMPLOYEES, OFFICERS AND LEGAL REPRESENTATIVES FROM ALL LIABILITY
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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.
DEVELOPER SHALL REQUIRE ALL OF ITS CONTRACTORS AND
SUBCONTRACTORS TO INCLUDE IN THEIR CONTRACTS AND SUB CO RACTS
A RELEASE AND INDEMNITY IN FAVOR OF CITY IN SUBSTANTIALLY THE SAME
FORM AS ABOVE.
16. WAIVER OF IMMUNITY BY DEVELOPER.
If Developer is a charitable or nonprofit organization and has or claims an immunity or
exemption (statutory or otherwise) from and against liability for damages or injury, including
death, to persons or property, Developer hereby expressly waives its rights to plead defensively
such immunity or exemption as against City. This section shall not be construed to affect a
governmental entity's immunities under constitutional, statutory or common law.
17. INSURANCE AND BONDING.
To the extent Developer has employees, Developer will maintain coverage in the form of
insurance or bond in the amount of $3,333,385.85, which is the total amount of the Loan, to
insure against loss from the fraud, theft or dishonesty of any of Developer's officers, agents,
trustees, directors or employees. The proceeds of such insurance or bond shall be used to
reimburse City for any and all loss of CDBG Funds occasioned by such misconduct. To effectuate
such reimbursement, such fidelity coverage shall include a rider stating that reimbursement
for any loss or losses shall name the City as a Loss Payee.
Developer shall furnish to City, in a timely manner, but not later than 60 days after 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 as set forth
herein, Developer 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. Developer
shall maintain, or require its general contractor to maintain, the following coverages and limits
thereof:
Commercial General Liabilitv (CGL) Insurance
$1,000,000 each occurrence
$2,000,000 aggregate limit
Business Automobile Liabilitv Insurance
$1,000,000 each accident on a combined single -limit basis, or
$ 250,000 Property Damage
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$ 500,000 Bodily Injury per person per occurrence
$2,000,000 Aggregate
Insurance policy shall be endorsed to cover "Any Auto" defined as autos owned,
hired and non -owned. Pending availability of the above coverage and at the discretion
of City, the policy shall be the primary responding insurance policy versus a personal
auto insurance policy if or when in the course of Developer's business as contracted
herein.
Workers' Compensation Insurance
Part A: Statutory Limits
Part B: Employer's Liability
$100,000 each accident
$100,000 disease -each employee
$500,000 disease -policy limit
Note: Such insurance shall cover employees performing work on any and all projects
including but not limited to construction, demolition, and rehabilitation. Developer or its
contractors shall maintain coverages, if applicable. In the event the respective contractors
do not maintain coverage, Developer shall maintain the coverage on such contractor, if
applicable, for each applicable contract.
Additional Requirements
Such insurance amounts shall be revised upward at City's reasonable option and no more
frequently than once every 12 months, and Developer shall revise such amounts within
30 days following notice to Developer of such requirements.
Developer will submit to City documentation that it, and its general contractor and/or
prime subcontractor, as applicable, have obtained insurance coverage and have executed
bonds as required in this Contract prior to payment of any monies provided hereunder, it being
understood and agreed that a payment and performance bond naming the prime subcontractor as
principal and the Developer and City as additional obliges shall satisfy the obligation hereof
regarding bonding of the Project.
Where applicable and appropriate, insurance policies required herein shall be endorsed to
include City as an additional insured as its interest may appear. Additional insured parties shall
include employees, officers, agents, and volunteers of City.
The Workers' Compensation Insurance policy shall be endorsed to include a waiver of
subrogation, also referred to as a waiver of rights of recovery, in favor of City.
Any failure on part of City to request certificate(s) of insurance shall not be construed as a
waiver of such requirement or as a waiver of the insurance requirements themselves.
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Insurers of Developer's insurance policies shall be licensed to do business in the state of
Texas by the Department of Insurance or be otherwise eligible and authorized to do business in
the state of Texas. Insurers shall be acceptable to City insofar as their financial strength and
solvency and each such company shall have a current minimum A.M. Best Key Rating Guide
rating of A: VII or other equivalent insurance industry standard rating otherwise approved by
City.
Deductible limits on the foregoing insurance policies shall be at commercially reasonable
levels, and in no event exceed $100,000 per occurrence.
In the event there are any local, federal or other regulatory insurance or bonding
requirements for the Project, and such requirements exceed those specified herein, the former
shall prevail.
Developer shall require its contractors to maintain applicable insurance coverages,
limits, and other requirements as those specified herein; and, Developer shall require its contractors
to provide Developer with certificate(s) of insurance documenting such coverage. Also,
Developer shall require its contractors to have City and Developer endorsed as additional insureds
(as their interest may appear) on their respective insurance policies where applicable and
appropriate.
Professional Liability coverage shall be in force and may be provided on a claim's made
basis. This coverage may also be referred to as Management Liability, and shall protect the
insured against claims arising out of alleged errors in judgment, breaches of duty and wrongful acts
arising out of their management duties.
Developer shall require its general contractor (or prime subcontractor, if applicable) to
maintain builders risk insurance at the value of the construction.
18. CERTIFICATION REGARDING LOBBYING.
The undersigned Developer hereby certifies, to the best of its knowledge and belief, that:
No Federal appropriated funds have been paid or will be paid, by or on behalf of
Developer, to any person for influencing or attempting to influence an officer or employee of any
agency, a member of Congress, an officer or employee of Congress in connection with the awarding
of any Federal contract, the making of any federal grant, the making of any Federal loan, the
entering into of any cooperative agreement and the extension, continuation, renewal, amendment,
or modification of any Federal contract, grant, loan or cooperative agreement.
If any funds other than federally appropriated funds have been paid or will be paid to any
person for influencing or attempting to influence an officer or employee of any agency, member
of Congress in connection with this Federal contract, grant, loan or cooperative agreement,
Developer shall complete and submit Standard Form-LLL, "Disclosure Form to Report
Lobbying, " in accordance with its instructions.
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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. Anyperson whofails to
file the required certification shall be subject to a civil penalty of not less than $10,000.00 and
not more than $100,000.00 for each such failure.
Developer shall require that the language of this certification be included in all
subcontracts or agreements involving the expenditure of federal funds.
19. RELIGIOUS ORGANIZATION.
Developer shall comply with all applicable requirements as more particularly described in
24 CFR Part 5.109. No portion of the CDBG Funds shall be used in support of any sectarian or
religious activity. In addition, there must be no religious or membership criteria for tenants of a
Affordable Unit.
19.1 Separation of Explicitly Religious Activities.
Developer retains its independence and may continue to carry out its mission, including
the definition, development practice, and expression of its religious beliefs, provided that it does
not use CDBG Funds to support or engage in any explicitly religious activities (including
activities that involve overt religious content such as worship, religious instruction, or
proselytization), or in any other manner prohibited by law.
19.2 Explicitly Religious Activities.
If Developer engages in explicitly religious activities (including activities that involve overt
religious content such as worship, religious instruction, or proselytization), the explicitly religious
activities must be offered separately, in time or location, from the programs or activities supported
by CDBG Funds and participation must be voluntary for tenants of Affordable Units.
20. LITIGATION AND CLAIMS.
Developer shall give City immediate notice in writing of any action, including any
proceeding before an administrative agency, filed against Developer in conjunction with this
Contract or the Project. Developer shall furnish immediately to City copies of all pertinent papers
received by Developer with respect to such action or claim. Developer shall provide a notice to
City within 10 days upon filing under any bankruptcy or financial insolvency provision oflaw.
21. NOTICE.
All notices required or permitted by this Contract must be in writing and shall be effective
upon receipt when (i) sent by U.S. Mail, with proper postage, certified mail return receipt requested
or by a nationally recognized overnight delivery service; and (iii) 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.
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City:
City Attorney's Office
100 Fort Worth Trail
Fort Worth, TX 76102
Attention: Leslie Hunt
Telephone: 817-3 92-625 9
Copies to:
Neighborhood Services Department
100 Fort Worth Trail
Fort Worth, TX 76102
Attention: Director
Telephone: 817-3 92-7540
Neighborhood Services Department
100 Fort Worth Trail
Fort Worth, TX 76102
Attention: Neighborhood Development Coordinator
Telephone: 817-392-8454
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Developer:
Delara Chase, LLC
5501 A Balcones Drive, #302
Austin, TX 78731
Attention: Alice Cruz and Abigail Penner
Telephone: (931) 624-7890 and (512) 944-
3272
Copies to:
Shutts & Bowen
Attn: Robert Cheng
200 S. Biscayne Blvd, Ste. 4100
Miami, FL 33131
Investor:
c/o Hunt Capital Partners, LLC
15910 Ventura Boulevard, Suite 1100
Encino, California 91436
With copy to:
Nixon Peabody LLP
799 9th Street NW Suite 500,
Washington, DC 20001-5327
Attention: Matthew W. Mullen
22. DEVELOPER HAS LEGAL AUTHORITY TO ENTER INTO CONTRACT.
Developer represents that it possesses the legal authority, pursuant to any proper,
appropriate and official motion, resolution or action passed or taken, to enter into this Contract and
to perform the responsibilities herein required.
23. COUNTERPARTS.
This Contract may be executed in multiple counterparts, each of which shall be considered
an original, but all of which shall constitute one instrument.
24. IMMIGRATION NATIONALITY ACT.
City actively supports the Immigration & Nationality Act ("INA") which includes
provisions addressing employment eligibility, employment verification, and nondiscrimination.
Developer shall verify the identity and employment eligibility of all employees who perform work
under this Contract. Developer shall complete the Employment Eligibility Verification Form (I-
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9), maintain photocopies of all supporting employment eligibility and identity documentation for
all employees, and upon request, provide City with copies of all I-9 forms and supporting eligibility
documentation for each employee who performs work under this Contract. Developer shall
establish appropriate procedures and controls so that no services will be performed by any
employee who is not legally eligible to perform such services. Developer shall provide City with a
certification letter that it has complied with the verification requirements required by this
Contract. Developer shall indemnify City from any penalties or liabilities due to violations ofthis
provision. City shall have the right to immediately terminate this Contract for violations of this
provision by Developer.
25. BOYCOTTING ISRAEL PROHIBITED.
Developer acknowledges that in accordance with Chapter 2270 of the Texas Government
Code, 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, certifies that Developer signature provides written
verification to City that Developer: (1) does not boycott Israel; and (2) will not boycott Israel
during the term of this Contract.
26. Survival.
Any provision of this Contract that pertains to performance requirements, indemnity
obligations, reporting requirements, auditing, monitoring, tenant income eligibility, record keeping
and reports, City ordinances, compliance with any federal obligations, and any default and
enforcement provisions necessary to enforce such provisions, shall survive the termination of this
Contract for the longer of (i) 5 years after the termination date of this Contract, or (ii) 5 years after
the termination of the Performance Period unless a different survival period is specifically set forth
herein, and shall be enforceable by City against Developer.
27. Prohibition on Bovcotting Energv Companies.
Developer acknowledges that in accordance with Chapter 2274 of the Texas Government Code, as
added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for goods
or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the
City with a company with 10 or more full-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, Developer certifies that Developer's signature provides written verification to the
City that Developer: (1) does not boycott energy companies; and (2) will not boycott energy companies during
the term of this Contract.
28. Prohibition on Discrimination Against Firearm and Ammunition Industries.
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Developer acknowledges that except as otherwise provided by Chapter 2274 of the Texas
Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from
entering into a contract for goods or services that has a value of $100,000 or more that is to be paid
wholly or partly from public funds of the City with a company with 10 or more full-time
employees unless the contract contains a written verification from the company that it: (1) does not
have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm
trade association; and (2) will not discriminate during the term of the contract against a firearm
entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade
association" have the meaning ascribed to those 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, Developer certifies
that Developer's signature provides written verification to the City that Developer: (1) does not
have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm
trade association; and (2) will not discriminate against a firearm entity or firearm trade association
during the term of this Contract.
29. ELECTRONIC SIGNATURES.
This 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.
[Signature Pages to Follow]
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IN WITNESS WHEREOF, the Parties have executed 3 duplicate originals of this
Contract to be effective as of the Effective Date,
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ATTEST: p °° d CITY OF FORT WORTH
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d4p Q...... � By: DanT Burghdoff (Mart ,20251�'.41 CDT}
City Secretary Dana Burghdoff, Assistant City
Manager
Date: 03/25/2025
M&C 25-0109 Dated: February 11, 2025
Form 1295:
APPROVED AS TO FORM AND LEGALITY:
L, ,, unt(Mar 25, 2Q25 0CA6 CDTti
Leslie Hunt, Senior Assistant City Attorney
DELARA CHASE, LLC
a Texas limited liability company
By: Across Delara, LLC ,
a Texas limited liability company,
its Co -Managing Member
By: Across LLC, a Texas limited
liability company, its Sole Member
By: Alice Cruz, Bole Member
Date
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person responsible
For the monitoring and administration of this contract, including
Ensuring all performance and reporting requirements.
Chad La�ue (n�, 2025 CDT OFFICIAL RECORD
Chad LaRoque, Housing Development and Grants Manager CITY SECRETARY
FT. WORTH, TX
CDBG DEVELOPER CONTRACT REV. 03/04/2025
DELARA CHASE, LLC — Delara Chase Signature Page
EXHIBITS:
Exhibit "A" —
Project Summary
Exhibit "A-1"
— 2025 HUD Income Limits
Exhibit "A-2"—
Environmental Mitigation Action
Exhibit "B" —
Budget
Exhibit "C" —
Construction and Reimbursement Schedule
Exhibit "D" —
Audit Requirements
Exhibit "E" —
Loan Documents
Exhibit "F" —
Intentionally Omitted
Exhibit "G" —
Project Compliance Report: Rental Housing
Exhibit "H" —
Intentionally Omitted
Exhibit "I" —
Intentionally Omitted
Exhibit "J" —
Standards for Complete Documentation
Exhibit "K"
— BABA REPORTING
CDBG DEVELOPER CONTRACT REV. 03/04/2025
DELARA CHASE LLC, Delara Chase Page 41
EXHIBIT "A"
PROJECT SUMMARY
DELARA CHASE LLC
Capitalized terms not defined herein shall have meanings assigned to them in the Contract.
DESCRIPTION:
Developer will use CDBG Funds for the acquisition of the existing Candle Chase Apartments
which will be renamed Delara Chase Apartments. Developer intends to rehabilitate and reconstruct
portions of the Project (using funds other than the CDBG Funds), which consists I I6-unit mixed -
income multifamily rental apartments. The unit mix is expected to include 12 units reserved for
individuals and families earning 30% of the Area Median Income (AMI), 45 units for those earning
50% AMI, 53 units for those earning 60% AMI, and 6 units offered at market rate. The Project is
expected to include a new ADA-accessible clubhouse with an on -site management office,
gathering spaces, fitness and computer rooms, and two after -school tutoring spaces. Interior
upgrades will feature new vinyl flooring, granite countertops, appliances, tile tub surrounds, and
drywall replacement, as well as the replacement and upgrade of all community laundry
machines. The Project is anticipated to begin in February 2025, following a phased construction
approach that will allow buildings to be completed and occupied during the rehabilitation process.
Funding acquisition of the Project complies with CDBG requirements for acquisition, with 51 % or
more of the units designated to serve Low/Moderate Households (LMH) to be restricted by a
minimum 40-year Land Use Restriction Agreement to ensure long-term affordability.
Developer will be entitled to submit Reimbursement Requests until 30 days after the Completion
Deadline. The Parties does not anticipate routine Reimbursement Requests because the Loan is will
be used as reimbursement for acquisition of the Property.
In consideration for the CDBG Funds, Developer agrees to provide the following information and
meet the following requirements:
• Designate 12 units for individuals and families earning 30% of the Area Median Income
(AMI), 45 units for those earning 50% AMI, 53 units for those earning 60% AMI.
• Affordable Rents will be charged in accordance with the rents set forth in Exhibit "A-1" —
HUD Rent Limits, published annually by HUD.
• Submit Exhibit "G" - Project Compliance Report: Rental Housing regarding the
household income, size, race, ethnicity, gender of head of household, disability status, and
rental assistance type for the initial tenant of the first Affordable Unit to be leased.
• CITY WILL WITHHOLD $166,000.00 OF THE CDBG FUNDS UNTIL CITY
VERIFIES THAT AT LEAST 51% OF UNITS ARE OCCUPIED BY LOW- OR
MODERATE -INCOME HOUSEHOLDS.
• Submit a copy of its annual audit and any annual reports that are submitted to TDHCA to
City throughout the Affordability Period.
CDBG DEVELOPER CONTRACT —EXHIBITS Rev. 02/17/2025
Delara Chase, LLC — Delara Chase Page 1
SPECIFIC PURPOSE:
The specific purpose of the Delara Chase project is to bring safe, modern affordable housing to the
Wedgewood Neighborhood. According to the Market Feasibility Study, the subject property would
be well suited to the tenant base, and a welcome addition to a market that has need for low-income
housing units. The subject improvements would have an estimated effective age and economic life
of more than 45 years.
PROJECT OBJECTIVES:
The Developer will increase the stock of affordable housing units in the City. All renovations will
ensure ongoing compliance with Section 504 Rehabilitation Standards for accessibility of publicly
assisted facilities.
CDBG DEVELOPER CONTRACT —EXHIBITS Rev. 02/17/2025
Delara Chase, LLC — Delara Chase Page 2
EXHIBIT 66A-1"
HUD RENT LIMITS
DELARA CHASE, LLC
FY 2024 INCOME LIMITS DOCUMENTATION SYSTEM
HUD.gov HUD User Home Data Sets Fair Market Rents Section 8 Income Limits MTSP Income Limits HUD LIHTC Database
FY 2024 Income Limits Summary
FY 2024 Median Family Income FY 2024 Income Limit Persons in Family
IncomeClick for More Detail Category
Limit Area 1 2 3 4 5 6 7 8
Fort
Worth -
Arlington,
TX HUD
Metro FMR
Area
Very Low (50%) Income
Limits ($) 35,700 40,800 45,900 50,950 55,050 59,150 63,200 67,300
Extremely Low Income
$101,900 Limits ($)* 21,400 24,450
Low (80%) Income
Limits ($) 57,050 65,200
27,500 31,200 36,580 41,960 47,340 52,720
73,350 81,500 88,050 94,550 101,100 107,600
NOTE: Tarrant County is part of the Fort Worth -Arlington, TX HUD Metro FMR Area, so all information presented here applies to all
of the Fort Worth -Arlington, TX HUD Metro FMR Area. HUD generally uses the Office of Management and Budget (OMB) area definitions in
the calculation of income limit program parameters. However, to ensure that program parameters do not vary significantly due to area
definition changes, HUD has used custom geographic definitions for the Fort Worth -Arlington, TX HUD Metro FMR Area.
The Fort Worth -Arlington, TX HUD Metro FMR Area contains the following areas: Johnson County, TX; Parker County, TX; and Tarrant
County, TX.
*Rent limits are published annually by HUD.
CDBG DEVELOPER CONTRACT — EXHIBITS Rev. 01/28/2025
DELARA CHASE, LLC — Delara Chase Page 3
EXHIBIT 66A-2"
ENVIRONMENTAL MITIGATION ACTION
DELARA CHASE, LLC
CDBG Funds may be reimbursed for exempt activities; however, CDBG funds will not be paid, and costs
cannot be incurred, until City has conducted and completed an environmental review of the proposed
project site as required under 24 CFR Part 58. The environmental review may result in a decision to
proceed with, modify, or cancel the project. Further, Developer will not undertake or commit any funds
to physical or choice limiting actions, including property acquisition, demolition, movement, rehabilitation,
conversion, repair or construction until satisfactory completion of environmental review and receipt by
City of an authorization to use grant funds from HUD under 24 CFR Part 58.
Special conditions, procedures, and requirements identified for the project may include and are not limited
to mitigation of any adverse effects identified by the environmental review process. The special conditions,
procedures, and requirements may differ and are subject to approval by City and HUD.
Environmental Mitigations are as follows:
City will provide Developer the executed environmental review record and certifications. Developer agrees
to abide by the special conditions, procedures, and requirements of the executed environmental review
certification approved by HUD.
Law, Authority, or Factor
Permits, reviews, and approvals
Asbestos
Lead Based Paint
Mitigation Measure or Condition
All construction permits must be obtained from the
local regulating jurisdiction+ as required.
All AC:Ms identified in the asbestos survey shall be
placed within a formal O&M Program until they are
properly abated by a licensed Asbestos Abatement
Contractor under the supervision of a licensed
Individual Asbestos Consultant prior to the
renovation activities.
All areas of the property identified with lead -based
paint shall be placed within a formal O&M Program
until such time that physical damage or proposed
renovation require theirformal abatement. Any
abatement activities must be conducted by ERA
certified and TDSHS licensed personnel in
accordance with all local, state, and federal
regulations.
Project Mitigation Plan
The applicant will ensure all mitigation measures are completed prior to, during, and post construction of
the proposed project.
CDBG DEVELOPER CONTRACT — EXHIBITS Rev. 01/28/2025
DELARA CHASE, LLC — Delara Chase Page 4
Source # Funding Description
First Mortgage-
1 Conventional
2
3
4
5
6
7
8
TOTAL
SOURCES
OF
FUNDS
TOTAL
USES OF
FUNDS
Private Loan
Private Loan
CDBG
Private Loan-TSAHC
CFW CFA Reimbursement
LIHTC Equity
Deferred Dev. Fee
EXHIBIT "B"
BUDGET
DELARA CHASE, LLC
SOURCES AND USES
Priority of
Construction Loan
Permanent Loan
Lien
Stage Amount
Equity Amount
1st
$15,700,000
$7,200,000
2nd
$3,000,000
$3,000,000
3rd
$1,000,000
$1,000,000
4`h
$3,333,385.85
$3,333,385.85
5tn
$300,000
$300,000
-
$412,060
$412,060
-
$12,458,754
$17,798,220
-
$2,959,447
$2,959,447
$39,163,646
CDBG Funds Budget
Land Acquisition
Holdback 5%**
TOTAL
$36,003,112
Financing
Participants
Mercy Community
Capital
Raza CFM
City of Fort Worth
City of Fort Worth
$3,167,385.85*
$166,000.00**
$3,333,385.85
*Developer will only be reimbursed for eligible expenses.
** City will hold back $166,000.00 of the CDBG Funds until City receives confirmation that 51 % of the units
are occupied by low- or moderate -income households.
CDBG DEVELOPER CONTRACT — EXHIBITS Rev. 01/28/2025
DELARA CHASE, LLC — Delara Chase Page 5
EXHIBIT "C"
CONSTRUCTION AND REIMBURSEMENT SCHEDULE
DELARA CHASE, LLC
Activity CDBG Funds
PHASE I ACTIVITIES: Property Acquisition $3,167,385.85*
ACQUISITION
CLOSING First Payment, via Wire for closing" $3,167,385.85
COMPLETE by:
March 25, 2025
PHASE lI ACTIVIITES: Land Acquisition Holdback amount $166,000.00*
Prior to Reimbursement in Phase II, Developer must
submit the contractor/subcontractor/vendor searches
PHASE II under the Federal System for Award Management
COMPLETE by: (www.sam.gov).
Second Payment" (Released when 51 % of the
total units are occupied by CDBG Eligible
Households.)***
TOTAL $3,333,385.85
*Developer will only be reimbursed for eligible expenses. The amounts are estimates and are subject to
change.
"Developer must submit Complete Documentation with Reimbursement Request to City within 60 days
from each of the abovementioned deadlines in order to be reimbursed. Failure to timely submit
Reimbursement Requests and Complete Documentation along with any required reports shall be an
event of default.
CDBG DEVELOPER CONTRACT — EXHIBITS Rev. 01/28/2025
DELARA CHASE, LLC — Delara Chase Page 6
EXHIBIT "D"
AUDIT REQUIREMENTS
DELARA CHASE, LLC
CITY OF FORT WORTH NEIGHBORHOOD SERVICES DEPARTMENT AUDIT REQUIREMENTS
Organizations expending $1,000,000.00 or more in federal awards (from City of Fort Worth and other funding
sources) during their fiscal years shall obtain either an annual single audit or a program specific audit.
Organizations may have a program specific audit in accordance with OMB Circular A-133, or other standard
set forth in the Contract if applicable, if they expended funds for only one federal program as listed in the
Catalog of Federal Domestic Assistance ("CFDA"). If funds are spent for more than one federal program, a
single audit is required. 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
CFDA number (OMB A-133 § .310).
The independent auditor's report should include all of the relevant items listed on the "Audit Report
Checklist." Additional guidance on the conduct and reporting of these audits is contained in the latest issuance
of the following publications:
Government Auditing Standards issued by the Comptroller General of the United States, 2003
OMB Circular A-133 as revised 6/30/97 and amended June 2003
OMB Circular A-133 Compliance Supplement
AICPA's Statement of Position 98-3, "Audits of States, Local Governments, and Not -for -Profit Organizations
Receiving Federal Awards"
Various AICPA audit guides for nonprofits, colleges and universities and health and welfare organizations
AICPA's Audit Risk Alert "State and Local Governmental Developments"
Government Auditing Standards by the Texas Department of Housing and Community Affairs for Properties
Receiving Low Income Housing Tax Credits
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/program audit. Organizations receiving federal awards
from the City of Fort Worth who are not required to have an audit shall certify in writing to the agency. 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.
The following items 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 vear that the project was completed: (required for all subrecipients).
Completed 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.
CDBG DEVELOPER CONTRACT — EXHIBITS Rev. 01/28/2025
DELARA CHASE, LLC — Delara Chase Page 7
Two copies of the entire audit report issued by the CPA
Two copies of any management letter issued by the CPA in conjunction with the audit report
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
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.
CDBG DEVELOPER CONTRACT — EXHIBITS Rev. 01/28/2025
DELARA CHASE, LLC — Delara Chase Page 8
CITY OF FORT WORTH
NEIGHBORHOOD SERVICES DEPARTMENT
SINGLE AUDIT REPORT CHECKLIST
The Department developed this checklist to help organizations improve the quality and completeness of audit
reports.
❑ 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
❑ All reports are signed and dated by the auditor
❑ Two copies of the audit reports are submitted
❑ Two copies of the management letter, if issued 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.
CDBG DEVELOPER CONTRACT — EXHIBITS Rev. 01/28/2025
DELARA CHASE, LLC — Delara Chase Page 9
CITY OF FORT WORTH NEIGHBORHOOD SERVICES DEPARTMENT
Audit Certification Form
Subrecipient: Fiscal Year Ending:
Month Day Year
❑ We have exceeded the federal expenditure threshold of $1,000,000. We will have our Single Audit or Program Specific
Audit completed and will submit the audit report within nine (9) months after the end of the audited fiscal year.
❑ We did not exceed the $1,000,000 federal expenditure threshold required for a Single Audit or a Program Specific
Audit to be performed this fiscal year. (Fill out schedule below)
Must be filled out if Single Audit or Program Audit is not required:
Federal Exuenditure Disclosure
Pass Through
Federal Grantor Grantor
Total Federal Expenditures for this Fiscal Year
Printed Name
Federal Funds
Program Name & Contract
CFDA Number Number
Title (Must be CFO, CEO or equivalent)
Authorized Signature (Must be CFO, CEO or equivalent) Phone Number
Date
Expenditures
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.
Submit this form to the City of Fort Worth Neighborhood Services Department within 60 days after the end of your fiscal year.
CDBG DEVELOPER CONTRACT — EXHIBITS Rev. 01/28/2025
DELARA CHASE, LLC — Delara Chase Page 10
EXHIBIT "E"
LOAN DOCUMENTS
DELARA CHASE, LLC
To be added at a later date.
CDBG DEVELOPER CONTRACT — EXHIBITS
DELARA CHASE, LLC — Delara Chase
Rev. 01/28/2025
Page 11
EXHIBIT "G"
PROJECT COMPLIANCE REPORT: RENTAL HOUSING
DELARA CHASE, LLC
PROJECT COMPLIANCE REPORT; RENTAL HOUSING
Project Name: Contract #: Owner Name:
Reporting Period: From To
0 Df HOME -Assisted Units: ffi of High HOME knits required: # of Lary HOME Llnits. Required:
'All data reported should be consistent with requirements described in contract and any amendments
Law or High
HOME
Leas- date Unit Number Rent k, r Tena-1 Name
Type DI HOUTMGt7
Olney A"Iatame Type
Select
Select:
1 Single. noneldedy
1 Section a
2 Ek emy
2 HDME THRA
3 Wr@�e
3 c er Ramat. Aa1P,
4 Two parents
or" assistance
5 Olher
4No assistance
EXHIHff "G"
4 of Date of Last Unit Tenants % of Ether
Persons Income Utility Monthly Annual Median Hispanic? Race Assistance Type of
in HH # of BRs Cenification Max Rent Allowance Rent Gross Income Type household
Race
.",elect:
f mite
2 BlaWAmcan American
3 Asian
d American Indan:Alaskal Native
5 Nalco Hawallanl01ther Paclnc Islander
Low HORt E rents may nA exceed 3p9E ante adjusted lnCOme Or NomehDide at 5D% Or area median
InCcrne, adjusted ror IrDU9ernld s¢e and adjusted ror renarn-pald udltles. Addrticnally, IDw HOME ren6
may nDl exceed the Ho HOME standard [whloh may be rapped bythe FMIK . Atlease 2D%of HOME
mils In pmjeoU with 5 a more HOME -assisted inits muss haw lour HORIE nnts.
High HORIE�errs apply to all DUwr HOM E-ailled units and are ralrilaWd as the lesser cf rile Secton I:
{CndCe VW-heri Fat MarkM Rent Dr 3137E Or adjusted moIIlllly Income 1cr hmsehdlds air 659E are
median hcame, adjusted fer NDusehdd Woe, and adusted ror tenanFpald U111IME.
Both seas of -erts are puellWred by HUD, and troth IInVi the IDcol contact rent hdudng rental
assistance, except for prtledt-based assistance for the Law HOME rent units.
c American IndWnfAlalan NANe i VAIIte
7 Aslan 8 WISP
a Bias a VnIfle
9 Arnedran IndlanfAlastan Native i Black
I D Other
Certification: The undersigned, hereby, gives assurance that to the best of my knowledge and belief, the data included
in dus report is true and accurate, and if is a nonjano-fit agency, has been approved by the govern ng body of the organization
prior tD submission.
This completed and signed domment should be submitted to the City annually per your contract A copy should be retained in your files.
Title:
Prim Name:
Date:
Phone No_:
CDBG DEVELOPER CONTRACT — EXHIBITS Rev. 04/23/2020
DELARA CHASE, LLC — Delara Chase Page 12
EXHIBIT "J"
STANDARDS FOR COMPLETE DOCUMENTATION
DELARA CHASE, LLC
FORT WORTH
Standard of Documentation for Reimbursement of Development Coss
Cost Type
Documentation Standard
Acquisition of Real Property
- Notice to Seller (date must be on or before the date of options agreement
or sales contract and signed by the buyer and seller)
- Recorded deed of Trust
- PurchaseAgreement w/RequiredHUDlanguage
- Master Settlement 5tatement/HUD-1
- Appraisal or other document used to determine purchase price
- Proof of Payment (i_e_, bank staterne nt/ca nce lied check)
- Verification of Vacant Status (as applicable)
Pre -Development and Soft
- Invoice should include:
Costs (Architect, Engineer,
■ date,
Landscape Design, Surveys,
■ company's letterhead;
Appraisals, Environmental, Legal
■ address for which service is provided-,
Fees, Other Consultants, Etc.)
■ description of service(s) and item(s);
■ amount for itemized services; and
■ total amount
- Proof of Payment (i_e., bank statement or cancelled check)
- Fully executed contract/service agreements/letter agreements and
applicable amendments
o Provide printout from www_sarn_2ovverifying
contractor/subco ntractor is not I isted on th e d e ba rred a n d
suspension list
- If only a portion is being paid with City funds, then shover calculation and
documentation of how costs are allocated_
Neighboiiiood Services
FINAL as of 6/21/2017
Page 1
CDBG DEVELOPER CONTRACT — EXHIBITS
DELARA CHASE. LLC — Delara Chase
Rev. 01/28/2025
Page 13
EXHIBIT "K"
BABA REPORTING
All Covered Materials Quantity & Cost Manufacturer Name & Country of Origin Compliance Documentation
Location
FORT WORTH
Routing and Transmittal Slip
Neighborhood Services Department
DOCUMENT TITLE: Delara Chase $3.333.385.85 CDBG Aareement
DATE:
TO:
1.
Chad LaRoque
2.
Leslie L. Hunt
3.
Dana Burghdoff
4.
Jannette Goodall
5.
Allison Tidwell
CSO # 62726
INITIALS
had LaVoque (Mar 24, 202515:05 CDT)
Le ie unt (Mar 25, 20 CDT)
Daum doff
Dana Burghdoff(Mar 2 ,202510:47 CDT)
�Sov
DOC#
DATE OUT
DOCUMENTS FOR CITY MANAGER'S SIGNTURE: All documents received from any and all City
Departments requesting City Manager's signature for approval MUST BE ROUTED TO THE
APPROPRIATE ACM for approval first. Once the ACM has signed the routing slip, David will review
and take the next steps.
NEEDS TO BE NOTARIZED: ❑ Yes ❑ No
RUSH: ❑ Yes ❑ No SAME DAY: X Yes ❑ No NEXT DAY: El Yes ❑ No
ROUTING TO CSO: X Yes ❑ No
Action Required:
❑ As Requested
❑ For Your Information
* Signature/Routing and or Recording
❑ Comment
❑ File
❑ Attach Signature, Initial and Notary Tabs
X Attach Signature
Return to: Please call Lilian Bastidos at ext. 8454 or email for pick up when completed. Thank you.