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HomeMy WebLinkAboutContract 60566-A1City O trwNSecretary N n� FIRST AMENDMENT TO CITY SECRETARY CONTRACT NO. 60566 This first amendment (the "Amendment") is made and entered into by and between the City of Fort Worth (hereafter "City"), a Texas municipal corporation, and Journey Home Housing, LLC, a Texas nonprofit corporation (hereafter "Developer"). City and Developer may be referred to individually as a "Party" and jointly as "the Parties". RECITALS WHEREAS, December 14, 2023, the Parties entered into City Secretary Contract 60566 (the "Contract") for City to provide Developer with>tip-to &4,928,000.00 of HOME Investment Partnerships — American Rescue Plan ("HOME -ARP") funds�to construct 96 units of Permanent Supportive Housing and provide case managpinent to promQ0 4qivities that expand the supply of affordable housing for homeless individu4M located at 7550 g6wley Road, Fort Worth, Texas 76134 ("Project'). WHEREAS, the Parties desire to increase the amount of the Loan, as such term is defined in the Contract, by $500,000 in HOME -ARP funds. NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledge, the Parties agree as follows: AGREEMENT 1. Section 4.3 of the Contract is hereby deleted in its entirety and replaced with the following: 4.3 Provide HOME -ARP Funds. Lender shall provide up to $5,428,000.00 of HOME -ARP Funds to Developer in the form of a forgivable Loan to fund part of the construction of the Required, Improvements, under the terms and conditions of this Contract and the Loan Documents. 2. Exhibit "B" Budget is hereby deleted in its entirety and replaced with the one page attached hereto as Exhibit "B" Budget. 3. This Amendment is effective as of June 10, 2025, regardless of the date of execution. 4. All terms and conditions of the Contract not amended herein remain unaffected and in full force and effect, are binding on the Parties and are hereby ratified by the Parties. Capitalized terms not defined herein shall have the meanings assigned to them in the Contract. 5. This First Amendment shall be binding upon the Parties hereto and their respective successors and assigns, if any. First Amendment to CSC No. 60566 HOME -ARP CONTRACT Journey Home Housing, LLC — Journey Home Housing Apartments Page 1 �a-DU 751 OFFICIAL RECORD: CITY SECRETARY FT. WORTH, TX IN WITNESS WHEREOF, Developer and City have executed this First Amendment on the date indicated below. JOURNEY HOME HOUSING, LLC: a Texas limability company By: ^ y wen, Manager 'd�4� ,.4 CAI Date: `' 4—W ATTEST: PEA* Goodall, City Secretary 25-0525; June 10, 2025 CITY OF FORT WORTH: By: Vhl� Dana urghd f , Assi City Manager Date: � ;_f. �c d APPROVE AS TO FORM AND o LEGALITY: By: 1 es'lie L. Hudf,, Senior Assistant City Attorney 1295 Certification No. 2025-1303181 Date: April 30, 2025 RECOMMENDED: By:QH 41A Kacey Bess, Nei boyhood Services Director CONTRACT COMPLIANCE ADMINISTRATOR: 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 ice, i Sury Sherrod, Neighborhood Development Coordinator First Amendment to CSC No. 60566 HOME -ARP CONTRACT Journey Home Housing, LLC — Journey Home Housing Apartments Page 2 OFFICIAL RECORD CITE SECRETARY FM WORTH, TX FIRST AMENDMENT TO CITY SECRETARY CONTRACT NO. 60566 EXHIBIT 'W' BUDGET JOURNEY HOME HOUSING, LLC SOURCES AND USES Dex elopment Name: Journev Home Housing Apartments pilowi t'. I Sources FundaaDescription of Lies coodnretianFinaw= PummeMFnuwmg F' Fort VCouKh Housing Finance Cap. 1 Loan 1st $1,350,000 $1,350,000 (FVI FC) Local Government Loan 2 (I -ARP) 2nd $5,42k000 $5,429,00 City of Fort worth Local Government Loan 3 (CFW ARPA SURF) 3td $421,999 $421,999 ` City- of Fast worth 4 Directions Home 0 $1,262,801 $1,262,801 City ofFort Worth Local Foundations 5 i Match Funds $1,350,000 $1,350,000 (Match) 6 Individual Donations $353,039 $353.038 Other County Government Grant (Tarrant County ARPA SLFRF) $3,984,000 $3,984,000 Tarrant County TOTAL SOURCES OF FUNDS $14,149,838 TOT.0 USES OF 1 FUNDS $14,149,838 HOME -ARP Funds Budget Land Acquisition S 0 Mobilization Amount andlor S 0 Pre -Development Soft Costs Construction Hard Costs S5,378,000* Holdback** S 50,000 TOTAL $5,428,000* First Amendment to CSC No. 60566 HOME -ARP CONTRACT Journey Home Housing, LLC — Journey Home Housing Apartments Page 3 DEED RESTRICTIONS HOME -ARP Funds THESE DEED RESTRICTIONS ("Deed Restrictions") are made effective as July _, 2025, by and between JOURNEY HOME HOUSING, LLC, a Texas limited liability company ("Owner"), as Grantor, and CITY OF FORT WORTH, TEXAS, a Texas municipal corporation ("City"), as Grantee. WITNESSETH: WHEREAS, City has received a grant from the United States Department of Housing and Urban Development ("HUD") under Section 3205 of the American Rescue Plan Act of 2021 ("ARP"), provided through the HOME Investment Partnerships Program ("HOME") , Catalog of Federal Domestic Assistance No. 14.239, known as HOME -ARP Funds, with which the City desires to promote activities that expand the supply of affordable housing for homeless and at -risk populations and the development of partnerships among City, local governments, local lenders, private industry and nonprofit housing organizations; WHEREAS, the primary purpose of the HOME program pursuant to the HOME Investment Partnerships Act at Title II of the Cranston Gonzales National Affordable Housing Act of 1990, as amended, 42 U.S.C. 12701 et seq. and the HOME Investment Partnerships Program Final Rule, as amended, 24 CFR Part 92 et seq., is to benefit low- and moderate -income individuals and families by providing them with affordable housing; WHEREAS, HUD has issued additional detailed guidance for use of the HOME -ARP funds through CPD Notice 21-10 dated September 13, 2021, and Memorandum regarding HOME - ARP Waivers dated September 8, 2021, known as the HOME -ARP Guidance; WHEREAS, Owner proposes to use HOME funds for a project whereby Owner will construct, develop, own, and operate a new 96-unit Permanent Supportive Housing project in the City to be known as Journey Home Housing Apartments (the "Project"); WHEREAS, City has agreed to lend, and Owner has agreed to accept, a loan of City HOME -ARP funds in the amount of $5,428,000.00 (the "Loan"), pursuant to the requirements of the HOME program in accordance with that certain HOME -ARP Contract, City Secretary Contract No. 60566, between Owner and City, for the purpose of assisting Owner in developing the Project ("HOME -ARP Contract"); WHEREAS, as a condition to City making the Loan, Owner must agree to comply with certain occupancy, rent and other restrictions for a period of time in order to comply with the HOME -ARP Compliance Requirements, and agrees to convey to City certain covenants and restrictions that will burden the hereinafter described real property so that the Project will meet the HOME -ARP Compliance Requirements ("HOME -ARP Requirements"); NOW, THEREFORE, in consideration of the making of the Loan by the City and the disbursement of any part thereof, and in order to comply with the requirements of the Act and the HOME -ARP DEED RESTRICTIONS Page 1 Journey Home Housing, LLC — Journey Home Housing Apartments Rev. 06.06.2025 HOME Regulations and the HOME -ARP Guidance, Owner (together with its successors and assigns and subsequent owners of the Project), hereby agrees that the following restrictions shall apply to the real property described in the attached EXHIBIT "A": 1) In compliance with the maximum per unit subsidy amount rules at 24 CFR Part 92.250(a) and the minimum amount of assistance rules at 24 CFR Part 92.205(c), the number of units in the Project which have been designated by Owner and approved by the City as subject to all occupancy, rent, and compliance requirements contained in the HOME Regulations and the HOME -ARP Guidance shall consist of 44 units of the 96 total residential units in the Project ("HOME -ARP Units") 2) HOME -ARP units will be available to Qualifying Populations or homeless or at - risk persons or households as defined in detail in HUD CPD Notice 21-10 and HOME -ARP Guidance. Qualifying Populations include any designated targeted subpopulation of these groups that is eligible to reside in the Project, including individuals or households that are homeless, chronically homeless, at risk of homelessness, fleeing or attempting to flee domestic violence, formerly homeless and in need of continued housing assistance or supportive services, or at greatest risk of housing instability due to extremely low income and other factors. Chronically Homeless persons or households have been designated as the primary targeted client subpopulation for the City of Fort Worth HOME -ARP Program and for the Project. 3) Owner hereby acknowledges and agrees that the Project is to be owned, managed and operated as a rental housing project for affordable housing as set forth in the HOME -ARP Guidance and, that the HOME -ARP Units must be occupied only by HOME -ARP Eligible Households as defined in the HOME -ARP Contract. a. Low Income Household HOME -ARP Rent is the lesser of: a) the HUD Fair Market Rent for existing housing for comparable area units, or b) rent equal to 30% of the annual income of a family at 65% of AMI, as established annually by HUD and adjusted for bedroom size. Low Income Household HOME -ARP Rent is generally equivalent to High HOME Rent under the HOME Program. If a Low -Income Household received federally funded tenant -based rental assistance, the rent is the amount that is permissible under the applicable rental assistance program. 4) HOME -ARP Qualifying Population Rent. Owner must verify that the rent amount is not greater than 30% of the adjusted income of a family whose annual income equals 50% of AMI with adjustment for the bedroom size of the housing unit. The HOME -ARP Rent for Qualifying Population Households may not exceed the maximum rent limitations set by HUD minus utility allowances as more particularly described in Section 7.5.4. Units occupied by Qualifying Population tenants that receive federally funded rental assistance and contribute no more than 30% of their income in rent may charge the maximum rent permissible under the applicable rental assistance program. 5) Tenant Income. Owner must verify that Low Income Household Tenants have an annual income adjusted for family size that does not exceed 80% of AMI set by HUD. Tenant income must be verified based on 24 CFR 65.609 using the most current HUD Income Guidelines HOME -ARP DEED RESTRICTIONS Page 2 Journey Home Housing, LLC — Journey Home Housing Apartments Rev. 06.06.2025 and Technical Guidance for Determining Income and Allowances subject to the income verification requirements of Section 7.2 of the HOME -ARP Contract. a. Tenant Eligibility for Qualifying Populations. Eligibility of Chronically Homeless prospective tenants shall be documented upon entry to the Project through HMIS with records of length of time period(s) of homelessness and nature of disability from a qualified service provider as required by the HOME -ARP Guidance. After admission the qualified population tenant retains eligibility irrespective of changes in income or whether the household continues to meet the definition of a Qualifying Population. b. Preference for Chronically Homeless. Project will implement a preference for Chronically Homeless tenants for all HOME -ARP -assisted units. Property Manager will ensure that full documentation of Chronically Homeless status is maintained in tenant files, including documentation of disability and documentation of length of time(s) tenant was previously homeless. 6) Tenant Lease and Tenant Selection. Owner's lease for the HOME -ARP Units shall comply with 24 CFR Part 92.253 as more particularly described in the HOME -ARP Contract. Owner's tenant selection policy and criteria shall be consistent with the purpose of providing housing in accordance with the HOME Regulations and HOME -ARP Guidance including addressing nondiscrimination and affirmative marketing as more particularly set out in the HOME -ARP Contract. a. Project will maintain a project -specific waiting list for such Low -Income HOME -ARP Units. This waiting list will at a minimum retain applicant information in chronological order based on when complete tenant information was received, while to the greatest extent possible prioritizing families and households currently residing in the City of Fort Worth that meet the "At Risk of Homelessness" and "At Greatest Risk of Housing Instability" Qualified Population definitions from the HOME -ARP Guidance. Applicants to the waiting list may not be charged a fee to be placed on the waiting list. 7) The Project shall be maintained to and fully comply with all City Codes and federal Housing Quality Standards. 8) The Compliance Period for the Project is 15 years ("Compliance Period") as more particularly described in the HOME -ARP Contract. The Compliance Period begins on the date that the project status is changed to "complete" in IDIS, HUD's project tracking system. 9) The preceding use restriction and Compliance Period (i) shall run with the land, (ii) shall be binding upon the Owner and Owner's heirs, personal representatives, successors and assigns, and (iii) shall be enforceable by actions at law or in equity by the City, its successors and assigns and/or one or more third -party beneficiaries. For the purpose of these Deed Restrictions, a third -party beneficiary shall be any member of a HOME -ARP Eligible Household as defined in the HOME -ARP Contract. Owner hereby subjects the Project (including the Project site) to the covenants, reservations and restrictions set forth in these Deed Restrictions and Owner hereby declares its express intent that the covenants, reservations and restrictions set forth herein shall, be HOME -ARP DEED RESTRICTIONS Page 3 Journey Home Housing, LLC — Journey Home Housing Apartments Rev. 06.06.2025 deemed covenants running with the land and shall, pass to and be binding upon Owner's successors in title to the Project. Each and every contract, deed or other instrument hereafter executed covering or conveying the Project or any portion thereof shall conclusively be held to have been executed, delivered and accepted subject to such covenants, reservations and restrictions as set forth in such contract, deed or other instruments. 10) Owner hereby agrees to execute further documentation required by the City or HUD which may be necessary to cause these Deed Restrictions to comply with the laws, ordinances and/or regulations referenced herein or in the HOME -ARP Contract (or any other applicable laws that supplement, amend, restate, replace or otherwise pertain to such laws, ordinances and/or regulations). 11) Sale or Transfer of the Land or Project. Until the termination of these Deed Restrictions, Owner hereby covenants and agrees not to sell, transfer or otherwise dispose of any portion of the real property or Project, without obtaining the prior written consent of the City. Any transfer or disposition of the real property or the Project without the written agreement of the City, in a form as will meet the requirements of a conveyance of real property in Texas, shall be null, void and without effect, shall cause a reversion of title to Owner and shall be ineffective to relieve Owner of its obligations under this document. 12) Owner and City hereby declare their understanding and intent that the covenants, reservations and restrictions set forth herein directly benefit the real property. 13) Default; Remedies. City shall declare an "Event of Default" to have occurred hereunder if City becomes aware or is notified in writing of a default in the performance or observance of any covenant, agreement or obligation of Owner set forth in these Deed Restrictions, and if such default remains uncured for a period of 60 days after written notice of such default shall have been given by City to Owner. In the event of any action at law or suit in equity by one party to these Deed Restrictions against another party with respect to these Deed Restrictions, the party prevailing in such action shall receive from the other party and the other party shall pay to the prevailing party, in addition to all other sums which may be payable to the prevailing party as a result of such action, a reasonable sum for the prevailing party's attorneys' fees and costs and other expenses of such action or suit. No failure to exercise and no delay in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof, or the exercise of any other right. The rights and remedies herein provided shall be in addition to all other rights or remedies provided by law. No modification or waiver of any provision of these Deed Restrictions, or consent to departure here from, shall be effective unless in writing and signed by the parties and no such modification, consent, or waiver shall extend beyond the particular case and purpose involved. No notice or demand given in any case shall constitute a waiver of the right to take other action in the same, similar or other instances without such notice or demand. HOME -ARP DEED RESTRICTIONS Page 4 Journey Home Housing, LLC — Journey Home Housing Apartments Rev. 06.06.2025 14) Owner shall cause this document, and all amendments and supplements hereto and thereto, to be recorded and filed in the real property records of Tarrant County and in such other places as City may reasonably request. Owner shall pay all fees and charges incurred in connection with any such recording. 15) These Deed Restrictions shall be governed by the laws of the State of Texas. 16) Headings and titles herein are for convenience only and shall not influence any construction or interpretation. 17) If any provision of these Deed Restrictions shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions hereof shall not in any way be affected or impaired thereby. 18) All terms not defined herein shall have the meaning proscribed to them in the HOME -ARP Contract. If any provision of these Deed Restrictions conflicts with any provision of the HOME -ARP Contract, the provisions of the HOME -ARP Contract will govern to the extent of the conflict. The HOME -ARP Contract is on file with the City Secretary's Office as a public and official document of the City. [Signature Pages to Follow] HOME -ARP DEED RESTRICTIONS Page 5 Journey Home Housing, LLC — Journey Home Housing Apartments Rev. 06.06.2025 IN WITNESS WHEREOF, Owner and the City have executed this document by duly authorized representatives, all on the date first written hereinabove. OWNER: JOURNEY HOME HOUSING, LLC, a Texas limited ' t tty company By: en, Manager Date: STATE OF TEXAS § COUNTY OF TARRANT This instrument was acknowledged before me on July t, 2025, by Toby Owen, Manager of Journey Home Housing, LLC, a Texas limited liability company, on behalf of said corporation. Notary Public, State of Texas i" Brenda Ann Lott My Commission Expires • 6I1712026 a Notary 10133817574 [Signatures Pages Continue] HOME -ARP DEED RESTRICTIONS Page 6 Journey Home Housing, LLC — Journey Home Housing Apartments Rev. 06.06.2025 IN WITNESS WHEREOF, Owner and the City have executed this document by duly zed representatives, all on the date first written hereinabove. ,�i 'o oodall, City Secretary -0456 Dated June 14, 2022 gorm 1 95: '7-886452 M&C 25-0525 Dated June 10, 2025 Form 1295: 2025-1303181 CITY OF FORT WORTH By: 6 Dana urghdof, , ssista Manager Date APPRyunt, T` F R IV11EGALITY: Leslie ` enior Assistant City Attorney STATE OF TEXAS § COUNTY OF TARRANT § 7�I.1 �2S This instrument was acknowledged before me on July 11 , 2025, by Dana Burghdoff, Assistant City Manager of the City of Fort Worth, a Texas municipal corporation, on behalf of said corporation. LL4S4SS¢4al tiBloN Not Public State of Texas saldx3uo, sZw�woo Ryr Ianinb93 euelaiA HOME -ARP DEED RESTRICTIONS Journey Home Housing, LLC — Journey Home Housing Apartments Page 7 Rev. 06.06.2025 EXHIBIT "A" Legal Description Common Address: 7550 Crowley Road, Fort Worth, TX 76134 Property Legal Description: Being 8.954 acres of land situated in the SA & M.B. RAILROAD COMPANY SURVEY, ABSTRACT NO. 1463, Tarrant County, Texas, City of Fort Worth, Tarrant County, Texan and being a portion of that certain tract of land conveyed to S.L KALIL, Jr. by deed recorded in Volume 5606, Page 372., Deed Records, Tarrant County, Texas, said 8.954 acres being more particularly described by metes and bounds as follows: BEGINNING at a 1/2" iron found at the Northeast comer of the herein described tract and the Southeast comer of a tract of land conveyed to M3:XDevelopment Corporation by deed recorded in County clerk's Instrument No. D204242691, Deed Records, Tarrant County, Texas, said iron being in the West line of Crowley Road (R O.W. varies );_THENCE S 00. OF 49" W, along the West line of said Crowley Road, 254.12 feet to a "Y" in concrete found at a reentrant comer of said Kalil tract and the Northeast comer of a tract of land conveyed to Kenneth O. Westberg, et ux, Jeannie Nicole by deed recorded in Volume 10958, Page 56, Deed Records, Tarrant County, Texas; THENCE along the common lines of said Kalil and Westberg tracts as follows: N 89' 32' 08•w, 139.95 feet to a 1/2' iron found; S 00. 28' 20" W, 329.88 feet to a 5/8' iron found at a reentrant comer of said Kalil tract in the North line of lot 1, Block 1, SOUTH SIDE MASONIC LODGE ADDITION, an Addition to the City of Fort Worth, Tarrant County, Texas, according to the Plat recorded in Volume 388-109 , Page 140, Plat Records, Tarrant County, Texas; THENCE along the common line of said Kalil tract and said, lot I as .follows: N 89" 54' 11 • W, 75.21 feet to a 1/2' iron found; S 0 1 ' 23' 5 3 " W, 199.96 feet to a 1/2" iron found at the Souiheast comer of said Kalil tract and the Northeast corner of a tract of land conveyed to Benjamin' M. Hamrick and wife, Clara Coroldine Hamrick by deed recorded in Volume 8492, Page 1244, Deed Records, Tarrant County, Texas; THENCE N 890 5720" W, along the common line of said Kalil and Hamrick tracts, 379.74 feet to a 5/8" iron found at the Southwest comer of said Kalil tract in the t line of a tract of land conveyed to.laurel Land of Fort Worth, Inc. by deed recorded in Volume 10690, Page 1339, Deed Records, Tarrant County, Texas; THENCE N 010 28' 00" W, along the common line of said Kalil and Laurel Land tracts, passing the Northeast comer of said laurel Land tract, continuing in all a distance of 786.62 feet to a ''/2' iron found at the Southwest comer of said M3:X tract; HOME -ARP DEED RESTRICTIONS Page 8 Journey Home Housing, LLC — Journey Home Housing Apartments Rev. 06.06.2025 THENCE S 890 36' 46" E, along the common line of said Kalil and M3:X tracts, at 187.25 feet passing a 1/2" iron found, continuing in all a distance of 622.77 feet to the POINT OF BEGINNING and containing 8.954 acres of land. A portion of the above described tract of land Now Know As Lot 1, Block A, T & G Crowley Road, according to the Plat thereof recorded under Clerk's File No{s). D21112 6008, Plat Records, Tarrant County, Texas. HOME -ARP DEED RESTRICTIONS Page 9 Journey Home Housing, LLC — Journey Home Housing Apartments Rev. 06.06.2025 FORTWORTH Routing and Transmittal Slip Neighborhood Services Department DOCUMENT TITLE: Journev Homes First Amendment to HOME -ARP Contract to CSO 60566 M&C 25-0525 DATE: TO: 1. Surya Sherrod 2. Kacey Bess 3. Leslie L. Hunt 4. Dana Burghdoff 5. Ronald Gonzales 6. Jannette Goodall 7. Allison Tidwell CPN CSO # 60566 DOC# INITIALS DATE OUT ,l 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: V Yes El I k RUSH: ❑ Yes ❑ No SAME DAY: ❑ Yes ❑ No NEXT DAY: 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 an&-Nl6tR— `' bs X Attach Signature JUL 9' , `-m2: 4 Return to: Please call Virainia Villalobos at ext. 7744 or email for pick up when completed. Thank you.