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HomeMy WebLinkAboutContract 63275-ERA2STATE OF TEXAS § CSC No. 63275-ERA2 COUNTY OF TARRANT § EMERGENCY RENTAL ASSISTANCE 2 AGREEMENT BETWEEN THE CITY OF FORT WORTH AND COLUMBIA RENAISSANCE SQUARE III, LP This agreement ("Agreement") is made and entered into by and between the City of Fort Worth, a Texas municipal corporation (hereafter "City"), and Columbia Renaissance Square III, LP, a Texas limited partnership (hereafter "Partnership"). City and Partnership may each be referred to individually as a "Party" and jointly as "the Parties". The Parties state as follows: WHEREAS, on March 11, 2020 the World Health Organization declared COVID-19 a worldwide pandemic; WHEREAS, on March 11, 2021, President Joseph Biden signed the American Rescue Plan Act ("ARPA") to provide support to state and local governments to respond to the financial impacts of the COVID-19 pandemic; WHEREAS, Emergency Rental Assistance 2 funds ("ERA2 Funds") authorized through ARPA are to be used to mitigate the ongoing effects of COVIDI9 and support the nation's pandemic recovery by improving housing stability and eviction prevention activities; WHEREAS, Tarrant County, Texas, a political subdivision of the State of Texas ("County"), received ERA2 Funds to respond to the continuous impact of COVID-19 promulgated by the United States Department of the Treasury ("Treasury"); WHERAS, the Treasury issued guidance for the use of ERA2 Funds in the form of Frequently Asked Questions (FAQ) and ruled the development and preservation of affordable housing projects as an eligible expense of ERA2 Funds in FAQ 46; WHEREAS, the Interlocal Cooperation Act contained in Chapter 791 of the Texas Government Code provides legal authority for the City and the County to enter into an interlocal agreement; WHERAS, on February 21, 2024, the County and the City entered into an interlocal agreement ("Interlocal Agreement")' to allow the City to administer $4,000,000.00 in the ERA2 funds allocated to the County for the purpose of developing affordable housing ("County ERA2 Funds"); OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX ' The Interlocal Agreement was subsequently amended (CSC No. 62553-A1) to modify Appendix A. Page 1 of 13 ERA2 Agreement between City of Fort Worth and Columbia Renaissance Square III, LP WHEREAS, the City found that the affordable housing development referred to as Renaissance Square Phase III (a/k/a Columbia Renaissance Square Phase III) serves the public purpose of providing decent, safe, and affordable housing to moderate -to -low-income City residents and that the contract/agreement and loan documents will provide adequate controls to ensure the public purpose is fulfilled (M&C 24-1025); NOW, THEREFORE, in consideration of the mutual covenants and obligations and responsibilities contained herein, including all exhibits and appendices, and subject to the terms and conditions hereinafter stated, the Parties understand and agree as follows: I. SCOPE OF WORK Partnership shall use the County ERA2 funds toward the construction of a 100-unit affordable housing tax credit development referred to as `Columbia Renaissance Square Phase III' (the "Project") as outlined in Appendix "A". II. DISTRIBUTION OF FUNDS The City shall make available up to $4,000,000.00 (FOUR MILLION DOLLARS AND NO CENTS) to Partnership in the form of a forgivable loan from the County ERA2 Funds for eligible expenses reflected in Appendix "A" and in accordance with the terms and conditions outlined below as well as in the Deed of Trust, Promissory Note, and Land Use Restriction Agreement (the "Accompanying Loan Documents"). City approves and pays reimbursement requests within thirty (30) days of receipt of a complete and accurate request form. Errors in the request form, including insufficient documentation, may result in payment delays. Partnership is responsible for submitting a complete and accurate request. Payment is considered made on the date postmarked. Requests for payment may be submitted no more than once monthly and must contain the following supporting documentation: i. Signed Request for Reimbursement form. ii. Invoice or draw request from Partnership contractor pertaining to request for payment. Within 30 days of receipt of payment, Partnership must provide to City: i. Proof of payment of invoice or draw request provided with request for payment. ii. Copy of General Ledger reflecting receipt of payment from City and payment of same amount to the appropriate contractor. iii. Subsequent requests for payment/draw requests may not be submitted until previous requests have been substantiated with the supporting documentation outlined above. Partnership agrees that City shall have the right to require Partnership to repay in full up to $4,000,000.00 (FOUR MILLION AND NO CENTS) to City should Partnership fail to expend the County ERA2 Funds for the purposes outlined in Appendix "A" and the Accompanying Page 2 of 13 ERA2 Agreement between City of Fort Worth and Columbia Renaissance Square III, LP Loan Documents by the Agreement's termination date of September 30, 2025, as set forth in Section III. Partnership has provided City with a plan to expend any and all remaining County ERA2 Funds before September 30, 2025. Partnership agrees to immediately provide notice to City if information previously provided is no longer accurate. III. TERM AND TERMINATION This Agreement shall become effective upon signature by both Parties and shall continue in full force and effect until the termination date of September 30, 2025, unless terminated earlier in accordance with this Agreement. If at any time Partnership becomes excluded, debarred, or suspended from any state or federal program, this Agreement automatically terminates effective on the date of the suspension, revocation, or exclusion, and Partnership must submit a final, formal statement in the manner set out above and below requesting payment. The City may immediately terminate this Agreement, without prior notice, if Partnership fails to perform any obligation found herein and the failure: i. Creates a potential threat to health or safety: or ii. Violated a law, ordinance, or regulation designed to protect health or safety. Either party may terminate this Agreement without cause giving thirty (30) days written notice to the other party. Upon receipt of notice to terminate, Partnership shall discontinue all services in connection with the performance of this Agreement and shall proceed to promptly cancel all existing orders and contracts insofar as such orders and contracts are chargeable to this Agreement. Upon termination of the Agreement, all assets purchased under this Agreement shall transfer to the City. Within thirty (30) days after receipt of a notice of termination, Partnership agrees to submit an invoice showing, in detail, the costs incurred under this Agreement up to and including the date of termination. In the event of termination without cause, all County ERA2 Funds unpaid to Partnership pursuant to this Agreement shall be immediately forfeited and Partnership shall have no further right to such funds, and any County ERA2 Funds already paid to Partnership must be repaid by Partnership to City within thirty (30) days of notice termination under this Section. Failure to repay will result in City exercising all legal remedies available to City under this Agreement and related documents. Force Maieure. If Partnership becomes unable, either in whole or part, to fulfill its obligations under this Agreement due to acts of God, strikes, lockouts, or other industrial disturbances, acts of public enemies, wars, blockades, insurrections, riots, epidemics, pandemics, earthquakes, fires, floods, hurricanes, tornadoes, 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 Page 3 of 13 ERA2 Agreement between City of Fort Worth and Columbia Renaissance Square III, LP beyond such Partnership's control (collectively, "Force Majeure Event"), the obligations so affected by such Force Majeure Event will be suspended only during the continuance of such event. Partnership will give City written notice of the existence, extent and nature of the Force Majeure Event as soon as reasonably possible after the occurrence of the event. Failure to give notice will result in the continuance of the Partnership's obligation regardless of the extent of any existing Force Majeure Event. Partnership will use commercially reasonable efforts to remedy its inability to perform as soon as possible. If the period of nonperformance exceeds ten (10) calendar days from the receipt of notice of the Force Majeure Event, the Parry whose ability to perform has not been affected may terminate the Agreement immediately by giving written notice to the other Party. Survival. Any provision of this Agreement, that pertains to contract compliance, indemnity obligations, auditing, monitoring, reporting requirements, record keeping and reports, City ordinances, or any other applicable ERA2 requirements, and/or any default and enforcement provisions necessary to enforce such provisions, shall survive the term or earlier termination of this Agreement for 5 years after the termination of this Agreement, and shall be enforceable by City against the Partnership. IV. STANDARDS FOR FINANCIAL MANAGEMENT In accordance with 2 CFR 200 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, Partnership will develop, implement and maintain financial management and control systems, which include at a minimum accurate payroll, accounting and financial reporting records, cost source documentation, effective internal and budgetary controls, and determination of reasonableness, allowability and allocability of costs, and timely and appropriate audits and resolution findings. Partnership shall maintain an effective accounting system, which will: i. Identify and record valid transactions ii. Record transactions to the proper accounting period in which transactions occurred iii. Describe transactions in sufficient detail to permit proper classification iv. Maintain records that permit the tracing of funds to a level of detail that establishes that the funds have been used in compliance with Agreement requirements V. Adequately identify the source and application of funds of each grant agreement vi. Generate current and accurate financial reports in accordance with agreement requirements V. GENERAL COMPLIANCE REQUIREMENTS Partnership shall observe and comply with all applicable local, state, and federal laws, rules, regulations, ordinances, and requirements, including, without limitation, workers' compensation laws, minimum and maximum salary and wage statues and regulations, non-discrimination laws and regulations, and those set forth in 31 CFR Part 35. City of Fort Worth shall be responsible for Page 4 of 13 ERA2 Agreement between City of Fort Worth and Columbia Renaissance Square III, LP ensuring its compliance with any laws and regulations applicable to its business, including maintaining any necessary licenses and permits. Compliance With All Applicable Laws and Regulations. Partnership agrees to comply fully with all applicable laws and regulations that are currently in effect or that are hereafter amended during the term of this Agreement. Those 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. ➢ 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 ➢ 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 Page 5 of 13 ERA2 Agreement between City of Fort Worth and Columbia Renaissance Square III, LP ➢ 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 U.S.C. 4304 and 41 U.S.C. 4310. VI. DAVIS-BACON REPORTING AND ADDITIONAL REQUIREMENTS Partnership must comply with all Federal and State regulations, including Davis -Bacon and Related Acts Compliance and Monitoring if applicable and shall provide proof of compliance and supporting documentation as requested by City. Section 286 of the National Affordable Housing Act of 1990, as amended, requires the labor standard provisions including Davis -Bacon and its Related Acts apply to any affordable housing development contract under the Housing and Urban Development's HOME Investment Partnership's program ("HOME") with 12 or more assisted units. Since this Project does not have 12 or more assisted HOME units, Davis Bacon is required pursuant to HOME regulations. Additionally, 2 CFR 200.322 and the Build America Buy America Act notes that Partnership should provide a preference for the purchase, acquisition, or use of goods, products or materials produced in the United States, including but not limited to, iron, aluminum, steel, cement, and other manufactured products. [reference BABA here] VII. MONITORING Partnership agrees that City will, until the expiration of the federal retention period as referenced in 2 CFR 200.334, have access to and the right to examine at reasonable times any directly pertinent books, papers, and records (e.g., hard copies, computer -generated data) of Partnership involving transactions related to this Agreement. This right to audit also extends to any obligations assigned to any subcontracts or agreements formed between Partnership and any subcontractors to the extent that those subcontracts or agreements relate to fulfillment of Partnership obligations to City under this Agreement. Partnership must agree that City will have access during normal Page 6 of 13 ERA2 Agreement between City of Fort Worth and Columbia Renaissance Square III, LP working hours to all necessary facilities, staff, and workspace to conduct audits. The City will provide Partnership with reasonable advance notice of intended audits. Partnership must provide records within ten (10) business days or a mutually agreed upon timeline. Partnership may withhold any information that it is mandated to withhold to comply with state or federal law. VIIL ALLOWABLE COSTS AND AVAILABILITY OF FUNDS City payment to Partnership does not preclude City from determining that certain costs were ineligible for reimbursement. If the City determines that a cost the City has paid for is ineligible for reimbursement, Partnership will refund the ineligible amount to the City. City will determine whether costs submitted by Partnership are allowable and eligible for reimbursement. If City has paid funds to Partnership for unallowable or ineligible costs, City will notify Partnership in writing, and Partnership shall return the funds to City within thirty (30) calendar days of the date of this written notice. City may withhold all or part of any payments to Partnership to offset reimbursement for any unallowable or ineligible expenditure that Partnership has not refunded to City, or if required financial report(s) are not submitted by the due date(s). Further, if at any time, County ERA2 Funds are insufficient or unavailable, then City, upon providing written notice to Partnership, may terminate this agreement without penalty. IX. INDEPENDENT SINGLE OR PROGRAM SPECIFIC AUDIT If Partnership, within its fiscal year, expends a total amount of at least ONE MILLION DOLLARS ($1,000,000.00) in federal funds awarded, Partnership shall have a single audit or program -specific audit in accordance with 2 CFR Part 200 Subpart F. This federal threshold amount includes federal funds passed through by way of State and local agency awards. Partnership must provide a copy of completed single audit, if applicable, to City no later than sixty (60) days after filing with federal audit clearing house. X. EQUIPMENT AND REAL PROPERTY Any purchase of equipment must be consistent with the Uniform Guidance at 2 CFR Part 200 Subpart D. Equipment and real property constructed or acquired under this Agreement must be used for the originally authorized purpose. Consistent with 2 CFR 200.311 and 2 CFR 200.313, any equipment or real property constructed or acquired using federal funds shall vest in the non- federal entity. Procedures for managing equipment and real property must meet the following requirements: i. Property records must be maintained that include a description of the equipment or property, a serial number or other identification number, the source of funding for the equipment or property, name of title holder, acquisition date, cost of the equipment or property, percentage of federal participation in the project costs for the federal award under which the equipment or property was acquired, the location, use and condition of the Page 7 of 13 ERA2 Agreement between City of Fort Worth and Columbia Renaissance Square III, LP equipment or property, and any ultimate disposition data including the date of disposal and sale price of the equipment or property ii. A physical inventory of the equipment or property must be taken, and the results reconciled with the property records at least once every two (2) years iii. A control system must be developed to ensure adequate safeguards to prevent loss, damage, or theft of the equipment or property. Any loss, damage, or theft must be investigated iv. Adequate maintenance procedures must be developed to keep the equipment or property in good condition, and V. If the non-federal entity is authorized or required to sell the equipment or property, proper sales procedures must be established to ensure the highest possible return. When original or replacement equipment or real property acquired under this Agreement is no longer needed or in use for the project or program outlined herein, Partnership must request disposition instructions from the City. XI. REGULAR REPORTING Partnership shall provide reports to City as outlined in Appendix "B". Additional measures may be established and reported on as mutually agreed to by Partnership and City. Partnership will submit fiscal, progress, programmatic, and other reports as requested by City in the approved format. XII. DEBARMENT AND SYSTEM FOR AWARD MANAGEMENT Partnership is not entitled to receive payment under this Agreement for services performed by any personnel who have been excluded, debarred, or suspended under a federal program, unless given explicit permission by the City. Partnership agrees to maintain an active registration in the System for Award Management (SAM.gov). XIIL SUBCONTRACTING AUTHORITY Partnership may enter contracts as necessary for the performance of the scope of services outlined in this Agreement. Partnership agrees to comply with all applicable purchasing laws in choosing subcontractors and executing any contracts pursuant to this Agreement. Partnership must ensure that all subcontractors have not been excluded, debarred, or suspended under a federal program and all subcontractors must maintain an active registration in the System for Award Management (SAM.gov). XIV. ASSIGNMENT Partnership may not assign all or any part of its rights, privileges, or duties under this Agreement without the prior written approval of the City. Any attempted assignment of same without approval shall be void and shall constitute a breach of this Agreement. It is agreed that the City has the right Page 8 of 13 ERA2 Agreement between City of Fort Worth and Columbia Renaissance Square III, LP to inspect and approve in writing any proposed subcontracts between Partnership and any subcontractor engaged in any activity in conjunction with projects contemplated under this Agreement prior to any changes being incurred. XV. DOCUMENTATION Partnership shall keep and maintain, for a period not less than five (5) years after project completion, all records relating to use of County ERA2 Funds described herein. XVL FORM 1295 COMPLIANCE Partnership will file Texas Ethics Form 1295 Certificate of Interested Parties and submit signed certificate to City at the time of the execution of the Agreement. XVII. ANTI -BOYCOTT STATUTES Partnership must adhere to Anti -Boycott Statutes if Partnership is a for -profit entity or business; City of Fort Worth has ten (10) or more full-time employees; and/or this Agreement has a value of ONE HUNDRED THOUSAND DOLLARS ($100,000.00) or more that is to be paid wholly or partly from public funds of the government entity. Bovcott of Ener2v Companies Prohibited In compliance with Section 2274.002 of the Texas Government Code, Partnership verifies that it does not boycott energy companies and will not boycott energy companies during the term of the above -described agreement. "Boycott energy company" is defined in Section 809.001(1) of the Texas Government Code (added by 87th Legislature, S.B. 13) and means, without an ordinary business purpose, refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations with a company because the company: (A) engages in the exploration, production, utilization, transportation, sale, or manufacturing of fossil fuel -based energy and does not commit or pledge to meet environmental standards beyond applicable federal and state law; or (B) does business with a company described by subsection (A). ii. Bovcott of Israel Prohibited In compliance with Section 2271.002 of the Texas Government Code, Partnership verifies that it does not boycott Israel and will not boycott Israel during the term of this Agreement. "Boycott Israel" is defined by the Texas Government Code in Section 808.001(1). iii. Discrimination Against Firearm Entities or Firearm Trade Associations (FTAs) In compliance with Section 2274.002 of the Texas Government Code, Partnership verifies that it does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or FTA; and will not discriminate during the term of the above - described Agreement against a firearm entity or FTA. "Discriminate against a firearm Page 9 of 13 ERA2 Agreement between City of Fort Worth and Columbia Renaissance Square III, LP entity or firearm trade association" is defined in Section 2274.001(3) of the Texas Government Code and means, with respect to the entity or association, to: (i) refuse to engage in the trade of any goods or services with the entity or association based solely on its status as a firearm entity or firearm trade association; (ii) refrain from continuing an existing business relationship with the entity or association based solely on its status as a firearm entity or firearm trade association; or (iii) terminate an existing business relationship with the entity or association based solely on its status as a firearm entity or firearm trade association; the term does not include: (i) the established policies of a merchant, retail seller, or platform that restrict or prohibit the listing or selling of ammunition, firearms, or firearm accessories; and (ii) a company's refusal to engage in the trade of any goods or services, decision to refrain from continuing an existing business relationship, or decision to terminate an existing business relationship: (aa) to comply with federal, state, or local law, policy, or regulations or a directive by a regulatory agency; or (bb) for any traditional business reason that is specific to the customer or potential customer and not based solely on an entity's or association's status as a firearm entity or firearm trade association. iv. Scrutinized Business Operations Prohibited In compliance with Section 2252.152 of the Texas Government Code, Partnership warrants and represents that: neither Partnership nor any of its affiliates engages in scrutinized business operations in Sudan, Iran, or with designated foreign terrorist organizations. "Scrutinized business operations in Sudan" is defined in Section 2270.0052 of the Texas Government Code. "Scrutinized business operations in Iran" is defined in Section 2270.0102 of the Texas Government Code. "Scrutinized business operations with designated foreign terrorist organizations" is defined in Section 2270.0152 of the Texas Government Code. Partnership further represents and warrants that neither Partnership nor any of its affiliates appears on any of the Texas Comptroller's Scrutinized Companies Lists. XVIII. NOTICE Any notice required or permitted to be delivered hereunder shall be deemed to have been given when personally delivered, or if mailed, seventy-two (72) hours after deposit of the same in the United States Mail, postage prepaid, certified, or registered, return receipt requested, properly addressed to the Parties hereto at the respective addresses set forth below, or at such other addresses as they shall specify by written notice delivered to the following addresses: TO Partnership: Columbia Renaissance Square III, LP 1718 Peachtree St. NW Ste. 684 Atlanta, GA 30309 TO City of Fort Worth: Neighborhood Services Department 100 Fort Worth Trail. Fort Worth, Texas 76102 If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become Page 10 of 13 ERA2 Agreement between City of Fort Worth and Columbia Renaissance Square III, LP valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. XIX. SEVERABILITY If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. XX. APPLICABLE LAW AND VENUE This Agreement is governed by the laws of the State of Texas. This exclusive venue for any action arising out of, in connection with, or in any way relating to this Agreement shall be in Tarrant County, Texas if filed in state court or the Northern District of Texas, Fort Worth Division if filed in federal court. XXI. ENTIRE AGREEMENT This Agreement represents the entire understanding between the Parties and supersedes all prior representations. XXII. EXECUTION This agreement may be executed in several counterparts. Each counterpart is deemed an original. All counterparts together constitute on and the same instrument. [SIGNATURES APPEAR ON NEXT PAGE] Page 11 of 13 ERA2 Agreement between City of Fort Worth and Columbia Renaissance Square III, LP [Executed effective as of the date signed by the Assistant City Manager below.] [ACCEPTED AND AGREED:] City: By: Name: Dana Burghdoff Title: Assistant City Manager Date: PARTNERSHIP: COLUMBIA RENAISSANCE SQUARE III, LP, a Texas limited partnership By: Columbia Renaissance Square III Partners, LLC, a Georgia limited Iiability company, its general partner By: - Name: Ca �nChubb Title: President Date: CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: By: Name: Kacey Bess Title: Director, Neighborhood Services Approved as to Form and Legality By: Name: Leslie L. Hunt Title: Senior Assistant City Attorney Contract Authorization: M&C: 24-1025 Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: Name: Chad LaRoque Title: Housing Development Manager City Secretary: By: Name: Jannette S. Goodall Title: City Secretary Page 12 of 14 ERA2 Agreement between City of Fort Worth and Columbia Renaissance Square III, LP [Executed effective as of the date signed by the Assistant City Manager below.] [ACCEPTED AND AGREED:] City: By: Qv, &a .�Atqdlr Dana Burghdoff 1 -12- Assistant City Manager nS Date: PARTNERSHIP: COLUMBIA RENAISSANCE SQUARE III LP, a Texas limited partnership By: Columbia Renaissance Square III Partners, LLC, a Georgia limited liability company, its general partner By: Name: Carmen Chubb Title: President Date: CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: By: Q0 � lid Name: Kacey Bess Title: Director, Neighborhood Services Approved as to Form and Legality: By: — Name: Leslie 4L.unt Title: Senior Assistant City Attorney Contract Authorization: M&C: 24-1025 Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. t.., 9,v— By: Chad Lagoque (Jul 16, 2025 09:39 CDT) Name: Chad LaRoque Title: Housing Development Manager City Secretary: By: Name: Jannette S. Goodall Title: City Secretary P� �pORT�p�A 0 PVe �=d OpQn nEa os�44 Page 12 of 14 OFFICIAL RECORD ERA2 Agreement between City of Fort Worth and Columbia Renaissance Square III, LP CITY SECRETARY FT. WORTH, TX APPENDICES: Appendix "A" — Scope of Work Appendix "B" — Required Reporting Appendix "C" — Project Information Appendix "D" — Construction Timeline and Expenditure Schedule Appendix "E" — Audit Requirements Appendix "F" — Accompanying Loan Documents Appendix "G" — Reimbursement Forms Appendix "H" — Standards for Complete Documentation Page 13 of 13 ERA2 Agreement between City of Fort Worth and Columbia Renaissance Square III, LP APPENDIX A SCOPE OF WORK ERA2 Funds awarded through this Agreement must be used toward the following: An amount not to exceed $4,000,000.00 (FOUR MILLION DOLLARS AND NO CENTS) for pre -construction and construction costs of the Renaissance Heights Phase III affordable housing development to be located at 2757 Moresby Street, Fort Worth, Texas 76105 (CD 8). a. Eligible pre -construction expenses include land acquisition, site preparation, testing, engineering, and design b. Eligible construction costs include building and site construction costs Appendices—ERA2 FUNDS 1 Columbia Renaissance Square III, LP Rev. July 2025 APPENDIX B REQUIRED REPORTING With each reimbursement request, or at the request of the City, Partnership shall provide the following information for each project identified in Appendix A: 1. Percent of project completion 2. Number of units created 3. Updated Project Information to satisfy all fields included in Appendix C Appendices—ERA2 FUNDS 2 Columbia Renaissance Square III, LP Rev. July 2025 APPENDIX C PROJECT INFORMATION Required General Information • Project Name • Project ID • Cumulative Obligations • Cumulative Expenditures • Current Period Obligations • Current Period Expenditures • Status of Completion • Project Narrative Columbia Renaissance Phase III $4,000,000.00 $0.00 $4,000,000.00 $0.00 Not yet started The project will support the need for the construction of 100 affordable housing units: ten (10) units will be designated as `Deeply Affordable' for individuals earning at or below 30% of the Area Median Income (AMI), 29 units for those earning between 31 % and 50% AMI, 41 units for those earning between 5 1 % and 60% AMI, 11 units for those earning between 61 %-70% AMI, and 9 units for those earning between 71 % and 80% AMI. Required Project Data a. Project Zip Code — 76105 b. Project Physical Address — 2757 Moresby St., Fort Worth, Texas c. Federal Program Alignment. The use of ERA2 funds for an affordable rental housing project must align with allowed uses of Federal funds under at least one of the following Federal programs. Please identify the primary Federal program from the list below: Low-income Housing Tax Credit (Treasury) Home Investment Partnerships Program (U.S. Department of Housing and Urban Development (HUD) HOME -ARP Program (HUD) Public Housing Capital Fund (HUD) Indian Housing Block Grant Program (HUD) Section 202 Supportive Housing for the Elderly (HUD) Appendices—ERA2 FUNDS 3 Columbia Renaissance Square III, LP Rev. July 2025 Section 811 Supportive Housing for Persons with Disabilities (HUD) Farm Labor Housing Direct Loans and Grants (U.S. Department of Agriculture) Multifamily Preservation and Revitalization Program (USDA) d. Besides ERA2, Additional Federal Program Funds Used for this Project, if any Low-income Housing Tax Credit (Treasury) HOME Investment Partnerships Program (U.S. Department of Housing and Urban Development (HUD)) HOME -ARP Program (HUD Housing Trust Fund Program (HUD) Public Housing Capital Fund (HUD) Indian Housing Block Grant Program (HUD) Section 202 Supportive Housing for the Elderly (HUD) Section 811 Supportive Housing for Persons with Disabilities (HUD) Farm Labor Housing Direct Loans and Grants (U.S. Department of Agriculture) Multifamily Preservation and Revitalization Program (USDA) Other. If other, please explain University of Texas Health pass through federal funds e. Is the grantee in compliance with the Federal program regulations and other requirements of the Federal program(s) selected in item #e above? (Yes/No) If no, provide an explanation f. Estimated portion of the total cost of the affordable rental housing project that has been/will be paid with the ERA2 funds: 12.5% ($4,000,000/$31,971,712) g. Estimated Start of the Service of the Project: July 2025 h. Date of First ERA2 Expenditure on the Project: July 2025 i. Funding Mechanism(s) Used. Select the financial instrument(s) that are/will be utilized to provide ERA2 funds in support of the affordable rental housing project • Loan (including no -interest loans and deferred -payment loans) • Interest subsidy • Grant • Other financial arrangement. If other, please explain. Appendices—ERA2 FUNDS 4 Columbia Renaissance Square III, LP Rev. July 2025 j. Are the ERA2 funds used as gap funding for an existing affordable rental housing project? (Yes/No/Other) k. Type of Project. Select the category that most accurately describes the predominant objective of the project: • Rehabilitation • New Construction • Preservation • Operation 1. Number of Rental Units in the Project 100 m. Number of Rental Units Funded by ERA2 10 n. Number of Units Serving Very Low -Income Families 39 o. Description of Income Limitation on Rental Units Funded by ERA2 The project will serve families as follows: 50% AMI (10 units) p. Development partners (if any): None q. Is the program limited to specific populations (e.g. elderly, domestic violence survivors, etc.)? No; mixed -income housing development r. Period of Legally Enforceable Income Limitation for ERA2 Funded Rental Units Minimum of 20 years s. Period of Legally Enforceable Income Limitation for any non-ERA2 Funded Rental Units 30 years(Texas Department of Housing and Community Affairs Low Income Housing Tax Credit Land Use Restriction Agreement Appendices—ERA2 FUNDS 5 Columbia Renaissance Square III, LP Rev. July 2025 APPENDIX D CONSTRUCTION TIMELINE AND EXPENDITURE SCHEDULE Predevelopment and Real Estate Closing COMPLETED by July 18, 2025 25% Construction Completion COMPLETED BY: October 31, 2025 50% Construction Completion COMPLETED BY: February 28, 2026 75% Construction Completion COMPLETED BY: May 31, 2026 100% Construction Completion COMPLETED BY: September 30, 2026 • Preparation and submission to TDHCA for 4% tax credits and multifamily revenue bonds • Architectural and engineering procurement and fees • Procurement of lender/investor and underwriting • Procurement of contractor • Closing activities associated with 2757 Moresby St. • Construction activities • Construction Activities • Construction Activities • Construction complete • C/O Issued • Leasing begins TOTAL ERA2 FUNDS Appendices—ERA2 FUNDS Columbia Renaissance Square III, LP $4,000,000.00 $0.00 $0.00 $0.00 $0.00 $4,000,000.00 6 Rev. July 2025 APPENDIX E AUDIT REQUIREMENTS CITY OF FORT WORTH NEIGHBORHOOD SERVICES DEPARTMENT AUDIT REQUIREMENTS Organizations expending $1,000,000 or more in federal awards (from City of Fort Worth and other funding sources) during their fiscal years shall submit to City an annual audit prepared in accordance with specific reference to 2 CFR Part 200. The audited time period is the organization's fiscal year, and not the City of Fort Worth's funding period. The audit shall be conducted by a certified public accountant ("CPA") that is licensed at the time of the audit by the appropriate regulatory body. The CPA shall meet all of the general standards concerning qualifications, independence, due professional care and quality control as required by Government Auditing Standards, including the requirements for continuing professional education and external peer reviews. Auditor selection must adhere to federal procurement requirements. A separate supplementary schedule of revenues, expenditures and changes in fund balance for each City of Fort Worth contract is no longer required. The Schedule of Expenditures of Federal Awards should list City of Fort Worth 's contract numbers, the total expended for each individual federal program, and the Assistance Listing Number (formerly known as the Catalog of Federal Domestic Assistance [CFDA] Number. The independent auditor's report should include all of the relevant items listed on the "Single Audit Report Checklist." All organizations that receive a City of Fort Worth award must submit the provided Audit Certification Form which certifies whether you are subject to a single audit. Organizations receiving federal awards from the City of Fort Worth who are not required to have a single audit shall certify in writing to the City. The organization's Chief Executive Officer or Chief Financial Officer shall make the certification within 60 days of the end of the organization's fiscal year in the year that the Project was completed. Failure to submit any of these items by the required due date may result in holds on current draw requests, suspension of the organization's contract(s) and eligibility for future funding. If the organization does not meet the requirements of having a single/program audit conducted, records must still be kept available for review or audit by City staff (OMB A-133 Subpart B Sec 200(d). If additional information is needed concerning the audit requirements, please call (817) 392- 7540 and ask for the Senior Contract Compliance Specialist. Appendices—ERA2 FUNDS 7 Columbia Renaissance Square III, LP Rev. July 2025 CITY OF FORT WORTH NEIGHBORHOOD SERVICES DEPARTMENT SINGLE AUDIT REPORT CHECKLIST The items listed below should be submitted to the City of Fort Worth Neighborhood Services Department Compliance Division within the required timeframe: Due 60 days after manization's fiscal vear end in the vear that the Proiect was completed. ❑ General Purpose or Basic Financial Statements of the Organization Opinion/Report on Organization's Financial Statements in accordance with Government Auditing Standards ❑ Notes to the General Purpose or Basic Financial Statements of the Organization ❑ Opinion/Report on Schedule of Expenditures of Federal and State Awards ❑ Two copies of the audit reports issued by the CPA ❑ Two copies of any management letter issued by the CPA in conjunction with the audit report. Two copies of comments by management concerning all findings and recommendations included in management letter, including a corrective action plan. ❑ Two copies of management's comments on all findings, recommendations, and questioned costs contained in the audit report and management letter, including a detailed corrective action plan. Appendices—ERA2 FUNDS 8 Columbia Renaissance Square III, LP Rev. July 2025 CITY OF Fort Worth NEIGHBORHOOD SERVICES DEPARTMENT Audit Certification Form Due within the earlier of 30 days after receipt of the auditor's repo ort or nine months after the end of the audit period. Developer: 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 Expenditure Disclosure Federal Funds Pass Through Program Name & Contract Federal Grantor Grantor Assistance Listin¢ Number Number Expenditures Total Federal Expenditures for this Fiscal Year Printed Name Title (Must be CFO, CEO or equivalent) Authorized Signature (Must be CFO, CEO or equivalent) Phone Number Date Failure to submit this or a similar statement or failure to submit a completed single audit package as described in the audit requirements by the required due date will result in suspension of funding and will affect eligibility for future funding. Appendices—ERA2 FUNDS 9 Columbia Renaissance Square III, LP Rev. July 2025 APPENDIX F ACCOMPANYING LOAN DOCUMENTS • Deed of Trust • Promissory Note • Land Use Restriction Agreement Filed separately with the City Secretary's Office as addendums to CSO# 63275 Appendices—ERA2 FUNDS 10 Columbia Renaissance Square III, LP Rev. July 2025 APPENDIX G REIMBURESMENT FORMS Attachment I ERA2 INVOICE Developer: Columbia Renaissance Square III, LP Address: City, State, Zip: Project: Columbia Renaissance Square III Affordable Housing PO.: This Invoice Amount Cumulative to Date Developer's Certification: I certify that the costs incurred are valid and consistent with the terms and conditions of the Contract between City and Developer. By signing this invoice, I certify that to the best of my knowledge and belief the data included in this report is true and accurate. It is acknowledged that the provision of false information could leave the certifying official subject to the penalties of federal, state, and local law. Signature and Date: Name: Title: Appendices—ERA2 FUNDS 11 Columbia Renaissance Square IIl, LP Rev. July 2025 Attachment II City of Fort Worth Neighborhood Services Department Expenditure Worksheet Developer: Columbia Renaissance Square III, LP Project: Columbia Renaissance Square III Affordable Housing Line No. Date Check No. I Payee or Beneficiary* Description* Lh� Amount 1 2 3 4 5 6 7 8 9 10 Total Appendices—ERA2 FUNDS 12 Columbia Renaissance Square III, LP Rev. July 2025 APPENDIX J STANDARDS FOR COMPLETE DOCUMENTATION FORT WORTH Standard of Documentation for Reimbursement of Development Costs Cost Type Documentation Standard Acquisition of Real Property - Noti ce to Sel I er (date must be on or before the date cf options agreement or sales contract and signed by the buyer and seller) Recorded Deed of Trust Purchase Agreement wf Required HUD language Master Settlement Statement f H U D-1 Appraisal or other document used to determine purchase price Proof of Payment{i.e., bank state mentfcancelled check) Verification of Vacant Status (as applicable) Pre-Devel o p m e nt a nd Soft - InvoiceshouIdin€lude= Casts (Architect, Engineer, ■ date; Landscape Design, Surveys, ■ company's letterhead; Appraisals, Environmental, Legal ■ addressforwhich service is provided; Fees, Other Consultants, Etc.) ■ description of service(s) and item(s); ■ amount for itemized services; and ■ total amount - Proof ofPayment(i.e.,bank statement orcancelIedcheck) - Fufly executed contractfsenviceagreements/letter agree ments and applicable amendments o Provide printout from www.sam-eovverifying contractor (subcontractor is not listed on the debarred and suspension list - If only a portion is being paid with City funds, then show calculation and documentation of haw costs are allocated_ [Neighbodlood Services FINAL as of 6 f 21 f 2017 Pane 1 Appendices—ERA2 FUNDS 13 Columbia Renaissance Square III, LP Rev. July 2025 F"oRTWORTH. Ste ndard of Doaumentatian for Reimbursement of Development Costs Construction Costs Invoice should include: (Contractors &Subcontractors) ■ date; ■ company's letterhead; ■ address for which service is provided; ■ description of service(s) and item(s); ■ a mount for itemized services; and ■ total amount • Proof of Payment (i_e_, hank statement or cancelled check) • Copy of applicable inspection reports) conducted by NSD Inspector • Copy of executed agreements ■ Provide printout from www_sarn_eovverifying contractor/subcontractor is not listed on the debarred and suspension list • If only a portion is being paid with City funds, then show calculation and documentation of how costs are allocated_ • For payment of final retainage for the prime contractor, provide lien waivers for the prime and all subcontractors_ • List of subcontractors Materials Purchased by Developer Invoice should in€lode= (if applicable) ■ date, ■ rompany's letterhead; ■ address for which service is provided; ■ description of service(s) and item(s); ■ a mount for itemized services; and ■ total amount • Proof of Payment (i_e_, bank state rent or cancelled €heck) • Verification of delivery Developer Fee • Final Invoice Reflecti ng Total DevelopmentCost (if paid directly from HOME funds) • Proof of payment for any other entityffundirg source contributing to development costs Show calculation of agreed upon developer fee percentage • Copies of final lien releases from contractorfsubcontractor • Complete Documentation income eligibility of buyers/renters (i.e_, income documents for eligible homebuyeritenants, sales contract between d evel o per/homebuyer, HAP Deed of Trust with required affordability period language, etc_) • Lease documents Final inspections of completed units [Neighbortiood Services FINAL as of 6/2 1f 2617 Page 2 Appendices—ERA2 FUNDS 14 Columbia Renaissance Square III, LP Rev. July 2025 City of Fort Worth, Texas Mayor and Council communication DATE: 11/19/24 M&C FILE NUMBER: M&C 24-1025 LOG NAME: 19COLUMBIA RENAISSANCE III CONTRACT FUNDS SUBJECT (CD 8) Authorize Financial Actions that Support Columbia Renaissance Square Phase III, an Affordable Housing Development Located at 2757 Moresby Street, Fort Worth, Texas, 76105, Authorize Execution of Loan Documents to Provide Federal Funding in an Amount Up to $8,023,547.40, and Find that the Financial Actions Supporting the Development Serve a Public Purpose and that Adequate Controls are in Place RECOMMENDATION: It is recommended that the City Council: 1, Authorize reallocation of $523,547.40 in HOME Investment Partnership Program funds to benefit Columbia Renaissance Square Phase III; 2. Authorize expenditure in the amount of $2,523,547.40 of HOME Investment Partnerships Program grant funds in the form of a subordinate, forgivable loan to Columbia Renaissance Square III, LP, or a related entity, for the development of Columbia Renaissance Square Phase III; 3. Authorize the substitution of current and prior funding years in order to meet commitment, disbursement, and expenditure deadlines for grant funds from the United States Department of Housing and Urban Development; 4. Authorize a subordinate, forgivable loan of up to $4,000,000.00 in Emergency Rental Assistance 2 funds and $1,500,000.00 in American Rescue Plan Act funds pursuant to the subrecipient awards to the Columbia Renaissance Square III, LP and documentation to ensure compliance with applicable federal regulations; 5. Authorize the City Manager or his designee to execute all related contracts, subawards, loan documents, and other documents necessary for lending activities and compliance with federally funded affordable housing projects; 6. Authorize the City Manager or his designee to extend the contracts if such extensions are necessary for completion of the project, and to extend all other required documents for lending activities as necessary for the development of the project; 7. Authorize the City Manager or his designee to amend the contracts and other required documents if necessary to achieve project goals, provided that the amendments are within the scope of the project and in compliance with City policies and applicable laws and regulations governing the use of federal funds; 8. Authorize that forgivable loans that support Columbia Renaissance Square Phase III can be converted to a non -forgivable loan if needed to reduce a risk of negative tax implications; and 9. Find that providing federally funded loans with 0% interest serves the public purpose of providing decent, safe, and sanitary housing for low- income residents, and that adequate controls are in place through the various loan documents and agreements to ensure the public purpose is carried out. DISCUSSION: Backaround The purpose of this Mayor and Council Communication (M&C) is to approve financial measures to support the affordable housing multifamily development, Columbia Renaissance Square Phase III (Project). This initiative supports the City's Comprehensive Plan by providing quality, affordable housing for low- to moderate -income residents while promoting economic development and revitalization in the City. The Project is part of the Renaissance Heights Master Plan, featuring mixed -use development that includes affordable housing for seniors and families, along with retail, community services, and other amenities in Southeast Fort Worth. Funding for the development will come from various sources, including the HOME Investment Partnership Program (HOME), Emergency Rental Assistance 2 (ERA2) funds, and American Rescue Plan Act (ARPA) funds. Additionally, it will be financed through 4% (non-competitive) Housing Tax Credits awarded by Texas Department of Housing and Community Affairs (TDHCA) and tax-exempt bonds through the Tarrant County Finance Corporation. Columbia Renaissance Square III, LP (Owner) is an affiliate of Columbia Residential Communities, LLC (Developer) of Atlanta, Georgia, a highly experienced multifamily tax credit developer who has owned and operated over 34 developments throughout the country. They currently own and operate the two affordable developments Columbia Renaissance Square Phase I and Columbia Renaissance Square Phase II. The Project will complete the multifamily component of the Renaissance Heights Master Plan. Columbia Renaissance Square Phase III will consist of 100 new and affordable housing units targeting different income brackets. 10 units will be designated as `deeply affordable' for individuals earning at or below 30% of the Area Median Income (AMI), 29 units for those earning between 31 % and 50% AMI, 41 units for those earning between 51 % and 60% AMI, 11 units for those eaming between 61 %-70% AMI, and 9 units for those earning between 71 % and 80% AMI. Construction of the Project will begin in February 2025 and take approximately 18 months to complete. Citv Fundina Sources HOME Investment ParnnershiD On August 8, 2023, City Council approved the 2023-2027 Consolidated Plan and the 2023-2024 Action Plan (M&C 23-0631) that committed $1,000,000.00 of HOME funds to the Project, and on June 25, 2024, City Council approved the 2024-2025 Action Plan (M&C 24-0552) which committed an additional $1,000,000.00 in HOME funds for a total award of $2,000,000.00. With the Developer facing a Project -financing gap, City staff identified $523,547.40 in unprogrammed HOME funds and published a notice of intent in the Fort Worth Star -Telegram to change the use of these federal grant funds to support the Project. The notice proposed the reallocation and included a substantial amendment to the City's 2018-2019, 2019-2020, and 2020-2021 Action Plans. The public comment period was from August 17, 2024 through September 16, 2024; no comments were received. HOME Loan Terms: 1. Loan term to commence on execution of the loan documents and terminate 40 years after Project stabilization. Payment of principal and accrued, unpaid interest will be due 40 years after Project conversion, coterminous with the final payment date of permanent loan; 2. Interest rate of zero percent so long as borrower complies with all of the terms of the contract and loan documents; 3. Performance of the HOME requirements and payment of the HOME loan, if required, will be secured by a deed of trust and HOME Deed Restrictions on the real property through the affordability period or the loan term, whichever is longer; 4. Affordability period to begin on the date the Project status is changed to "Complete" in the Integrated Disbursement and Information System (IDIS) and to continue for 20 years thereafter; 5. HOME loan to be subordinate to any constructionlpermanent financing and any financing provided by Fort Worth Housing Finance Corporation; 6. HOME -assisted units will be designated according to the HOME regulations with a 20-year affordability period; 7. HOME funds will be provided on a reimbursement basis for eligible costs only; and 8. Development and operation will comply with all HOME Regulations in 24 Code of Federal Regulations (CFR) Part 92 et seq. The expenditure of HOME funds is conditioned upon the following: 1. Compliance with all HOME requirements contained in 24 CFR Part 92 et seq; 2. Satisfactory underwriting in accordance with federal guidance for use of HOME funds and City policies for funding of HOME units; 3. Review of all other financial commitments including conventional and government loan commitments, equity commitments, etc., as well as any other sources of funds including grants; 4. Satisfactory completion of an environmental review pursuant to 24 CFR Part 58; 5. Receipt of authorization to use grant funds from U.S. Housing and Urban Development (HUD); 6. Receipt of acceptable, fully executed loan documents; and 7. Closing on all other financing for the Project. Approval of this M&C allows Action Plan funding years to vary and be substituted in order to expend the oldest grant funds first. Appropriations supporting the HOME loan will come from the annual program appropriation for the funding years against which the loan is booked. American Rescue Plan Act On September 12, 2023, City Council approved the reallocation of $3,000,000.00 in ARPA funds to be equally split between two housing projects, Columbia Renaissance Square Phase III and The Nest, after the permanent supportive housing project initially approved for the funding failed to materialize (M&C 23-0742). The $1,500,000.00 in ARPA funds to support the Project shall be specifically for the purpose of supporting the 10 deeply affordable units, with a goal to add permanent supportive housing to the Project as available. The Developer has agreed to coordinate with City staff and the local Continuum of Care to achieve this goal. ARPA Loan Terms: 1. Loan to be subordinate only to construction/permanent loans and the City's Home Investment Partnership loan; 2. Interest rate of 0%; 3. Deed of Trust and Promissory Note to secure both payment of the loan and performance of any requirements described in the loan agreement; 4. Loan to be forgiven at the end of the term given all requirements are met; 5. Term of the loan to be 20 years; and 6. Confirmation of loan commitments from other lenders satisfactory to the City. Emeraencv Rental Assistance 2 On September 12, 2023, City Council approved the acceptance of a $4,000,000.00 subaward of ERA2 funds from Tarrant County (County) (M&C 23-0742), and, subsequently, on January 23, 2 02 3, City Council approved entering into an InterlocaI Agreement with the County to administer the funds for the purpose of developing two affordable housing projects (M&C 24-0029). The Interlocal Agreement between the City and the County was executed on January 29, 2024 and specified $3,500,000.00 to go toward the Project and $500,000.00 toward a transitional housing development, Casa Mia. County staff and City staff determined Casa Mia ineligible for funding due to the nature of its program, and the County shall determine if these funds will be allocated to Columbia Renaissance Square Phase III, This M&C authorizes expenditures up to $4,000,000.00 to support the Project under the County's discretion and direction. ERA2 Loan Terms: 1. Loan to be subordinate only to construction/permanent loans, the City's Home Investment Partnership Loan, and the City's American Rescue Plan Act loan; 2. Interest rate of 0%; 3. Deed of Trust, Land Use Restriction Agreement, and Promissory Note to secure both payment of the loan and performance of any requirements described in the loan agreement; 4. Term of the loan to be 20 years; 5. Loan to be forgiven at the end of the term given all requirements are met; and 6. Confirmation of loan commitments from other lenders satisfactory to the City. Staff Recommendation Staff recommends approving the expenditure and execution of contracts and related loan documents with Columbia Renaissance Square Phase III, LP in the amount of $2,523,547.40 in HOME funds. In addition, Staff recommends approving the expenditure of $1,500,000.00 in ARPA funds and up to $4,000,000.00 in ERA2 funds through loans to Columbia Renaissance Square Phase III, LP. Through this M&C, the City Council finds that the Project serves a public purpose by assisting the City in fulfilling its goals under the Neighborhood Conservation and Affordability Plan, by providing accessible and affordable housing for low- to moderate -income residents and supporting economic development and revitalization. The Council further finds that adequate controls are in place through the various loan documents and agreements to ensure that the public purpose is carried out. Funding is budgeted in the Home (PY211FY22), American Rescue Plan Act, Tarrant County ERAP2 and the Home Grant (PY231FY24) projects within the Grants Operating Federal Fund for the Neighborhood Services Department for the purpose of providing federal funding for Columbia Renaissance Square Phase III City Project. FISCAL INFORMATION 1 CERTIFICATION: The Director of Finance certifies that funds are available in the current operating budget, as previously appropriated, in the Grants Operating Federal Fund to support the approval of the above recommendations and award of the contract. The Neighborhood Services Department (and Financial Management Services) will be responsible for the collection and deposit of funds due to the City. Prior to an expenditure being incurred, the Neighborhood Services Department has the responsibility to validate the availability of funds. These are reimbursement and fee for services grants. Submitted for Citv Manaaer's Office bv: Jesica McEachem 5804 Oriainatina Business Unit Head: Kacey Bess 8187 Additional Information Contact: Chad LaRoque 2661 Dyan Anderson 7398 Expedited FORT WORTH Routing and Transmittal Slip Neighborhood Services Department DOCUMENT TITLE ERA2 Agreement between City of Fort Worth and Columbia Renaissance Square III, LP M&C 24-1025 CPN CSO # 63275 DOC# my -ill I =F TO: INITIALS DATE OUT 1. Dyan Anderson 07/16/2025 DYANAn& n(Jutl6,202509:34CDT) 2. Chad LaRoque • t-, 9.V— Chad LaVoque (Jul 16, 202509 39 CDT) 3. Kacey Bess Signed 07/15/2025 4. Leslie L. Hunt Signed 07/15/2025 5. Dana Burghdoff Signed 07/15/2025 6. Ronald Gonzales 07/16/2025 7. Jannette Goodall t 07/16/2025 8. Allison Tidwell DOCUMENTS FOR CITY MANAGER'S SIGNTURE: All documents received from any and all City Departments requesting City Manager's signature for approval MUST BE ROUTED TO THE APPROPRIATE ACM for approval first. Once the ACM has signed the routing slip, David will review and take the next steps. NEEDS TO BE NOTARIZED: ❑ Yes X No RUSH: X Yes ❑ No SAME DAY: ❑ Yes U No NEXT DAY: XYes ❑ 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