HomeMy WebLinkAboutContract 59854-A1FORT WORT H.
City Secretary's Office
Contract Routing & Transmittal Slip
Contractor's Name: New Leaf Community Services
Subject of the Agreement: First Amendment and Restated Deed Restriction to Contract #59854,
providing an additional $641,316 HOME -ARP funds.
M&C Approved by the Council? * Yes N No ❑
If so, the M&C must be attached to the contract.
Is this an Amendment to an Existing contract? Yes B No ❑
If so, provide the original contract number and the amendment number.
Is the Contract "Permanent"? *Yes ❑ No
If unsure, see back page for permanent contract listing.
Is this entire contract Confidential? *Yes ❑ No ® If only specific information is
Confidential, please list what information is Confidential and the page it is located.
Effective Date: August 8, 2025
If different from the approval date.
Expiration Date:
If applicable.
Is a 1295 Form required? * Yes 8 No ❑
*If so, please ensure it is attached to the approving M&C or attached to the contract.
Project Number: Ifapplicable.
*Did you include a Text field on the contract to add the City Secretary Contract (CSC)
number? Yes ❑ No 8
Contracts need to be routed for CSO processing in the following order:
1. Katherine Cenicola (Approver)
2. Jannette S. Goodall (Signer)
3. Allison Tidwell (Form Filler)
*Indicates the information is required and if the information is not provided, the contract will be
returned to the department.
CSC No. 59854-A1
FIRST AMENDMENT
TO
CITY SECRETARY CONTRACT NO. 59854
This Amendment is entered into by and between the City of Fort Worth (hereafter
"City" or "Lender"), a home rule municipality, and New Leaf Community Services, a Texas
nonprofit corporation (hereafter "Developer"). City and Developer shall be collectively as "the
"Parties."
WHEREAS, the Parties entered into City Contract 59854 (the "Contract"), effective on
September 28, 2023, for City to provide Developer with $4,028,476.00 of HOME Investment
Partnerships Program American Rescue Plan funds ("HOME -ARP Funds") to construct the Camp
Bowie Apartments, which provides 48 units of Permanent Supportive Housing ("PSH"), located
at 8843 Camp Bowie West Blvd, Fort Worth, Texas 76116 (the "Project").
WHEREAS, the Contract authorized a Loan of up to $4,028,476.00 in HOME -ARP
Funds;
WHEREAS, the Developer requested additional funds for the Project that is facing a
funding shortfall of $641,316 due to unanticipated costs and rising construction costs;
WHEREAS, the City identified additional HOME -ARP Funds available that could be
used to support the Project;
WHEREAS, M&C 25-0515 approved up to $700,000.00 in the form of a forgivable loan
for the ongoing development of the Project;
WHEREAS, it is the Parties desire to increase the amount of the Loan, as such tertil is
defined in the Contract, by $641,316.00 in HOME -ARP Funds;
and amend EXHIBIT "C" PROJECT AND REIMBURSEMENT SCHEDULE to
reflect actual revised schedule; and
NOW, THEREFORE, the Parties, acting herein by and through their duly authorized
representatives, for valuable consideration, do hereby agree to the following:
I. Amendments
1. Section 4. DUTIES AND RESPONSIBILITIES OF LENDER. is to be and read as
follows by deleting the original language in 4.3 and substituting it with the following:
4.3. Provide HOME -ARP Funds.
Lender shall provide up to $4,669,792.00 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 IPU
Documents. LP ` '2� P.mIs = Y
FIRST AMENDMENT to City Contract 59854 Page 1
New Leaf Community Services -Camp Bowie Apartments
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
2. Section 17. INSURANCE AND BONDING. The first paragraph of Section 17 is
amended to be and read as follows by deleting the original language and substituting
the following:
New Leaf Community Services shall maintain blanket fidelity coverage in the
form of insurance or bond in the amount of $5,869,792.00 to insure against loss from
the fraud, theft or dishonesty of any of CAMP BOWIE WEST APARTMENTS
officers, agents, trustees, directors or employees. The proceeds of such bond shall be
used to reimburse City for any and all loss of HOME -ARP Funds occasioned by such
misconduct. To effectuate such reimbursement, such fidelity coverage shall include a
rider stating that reimbursement for any loss or losses thereunder shall name the City
as a Loss Payee.
3. EXHIBIT "B" — BUDGET is hereby deleted and replaced with the attached
EXHIBIT "B" — BUDGET.
4. EXHIBIT "C" — CONSTRUCTION AND REIMBURSEMENT SCHEDULE is
hereby deleted and replaced with the attached EXHIBIT "C" CONSTRUCTION
AND REIMBURSEMENT SCHEDULE.
H.
ALL OTHER TERMS SHALL REMAIN THE SAME
All provisions of the Contract which are not expressly amended herein shall remain in
full force and effect. Capitalized terms not defined herein shall have the meanings assigned to
them in the Contract.
1
EFFECT OF AMENDMENT
This Amendment shall be binding upon the Parties hereto and their respective successors
and assigns, if any.
[SIGNATURES APPEAR ON NEXT PAGE]
FIRST AMENDMENT to City Contract 59854 Page 2
New Leaf Community Services -Camp Bowie Apartments
IN WITNESS WHEREOF, Developer and City have executed this Amendment on the
dates indicated below.
CITY OF FORT WORTH:
I0
Name: Dana Burghdoff
Title: Assistant City Manager
Date:
APPROVAL RECOMMENDED:
Name: Kacey Bess
Title: Director, Neighborhood Services
ATTEST:
Name: Jannette S. Goodall
Title: City Secretary
Developer:
New Leaf Community Services
By: /Wl.(Je iQft"
VLI(g ue Downing
Chair
Date: 1� I j 11 Zo25
CONTRACT COMPLIANCE MANAGER:
By signing I aclmowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
performance and reporting requirements.
Name: Chad LaRoque
Title: Housing Development Manger
APPROVED AS TO FORM AND LEGALITY:
in
Name: Leslie L. Hunt
Title: Sr. Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: 22-0456 Dated: June 14, 2022
M&C: 25-0515 Dated: June 10,2025
FIRST AMENDMENT to City Contract 59854 Page 3
New Leaf Community Services -Camp Bowie Apartments
IN WITNESS WHEREOF, Developer and City have executed this Amendment on the
dates indicated below.
CITY OF FORT WORTH:
By:
Name: ana rghdo
Title: Asssiis nt City anager
Date:
APPROVAL RECOMMENDED:
By: V1�jv.dA91VX)_
Marne: Ka y Thomas
Title: Director, Neighborhood Services
ATTEST:
�ano
A�F�ORTk®
BY: /1�2LIL� � c� o�.o ogeaa
Name: Jannette S. Goodall
Title: City Secretary
Developer:
New Leaf Community Services
By:
Jamie Downing
Chair
Date:
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.
Name: Chad LaRoque
Title: Housing Development Manger
APPROVED AS TO FORM AND LEGALITY:
By: /a:
l/e L. Hurst
Title: Sr. Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: 22-0456 Dated: June 14, 2022
M&C: 25-0515 Dated: June 10,2025
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
FIRST AMENDMENT to City Contract 59854 Page 3
New Leaf Community Services -Camp Bowie Apartments
EXHIBIT "B"
BUDGET
CAMP BOWIE WEST APARTMENTS
SOURCES AND USES
REVISED MAY 2025
Development Name: I Camp Bowie Apartments
Priority
Construction
Financing
Source #
Funding Description
of Lien
Financing
Pennanent Financing
Participants
Fort Worth Housing
I
Loan
Ist
$1,200,000
$1,200,000
Finance Corp. (FWHFC)
Local Government Loan
1
2
(HOME -ARP)
2'd
$4,669,792
$4,669,792
City of Fort Worth
Local Foundations
3
North Texas Match Funds
$1,200,000
$1,200,000
(Match)
Developer — Individual
4
Individuals Donations
$78,487
$78,487
Donations
Developer —Foundation 1
5
Foundation Other Donations
$1,060,000
$1,060,000
Donations
TOTAL
SOURCES
$8,208,279
TOTAL USES
$8,208,279
FIRST AMENDMENT to City Contract 59854 Page 4
New Leaf Community Services -Camp Bowie Apartments
EXHIBIT "C"
CONSTRUCTION AND REIMBURSEMENT SCHEDULE
CAMP BOWIE WEST APARTMENTS
REVISED AUGUST 2025
PHASE I
Mobilization/Predevelopment Soft Costs/ Construction
ACTIVITIES:
Hard Costs
Contract execution, legal fees, mobilization, materials and supplies,
COMPLETED by:
permitting, and construction activities.
$257,886.37
Se_ntember 2024
Resource allocation from other sources took priority .prior to drawing
from the HOME APR funds.
Developer must submit the contractor/subcontractor/vendor searches
under the Federal System for Award Management (www.sam.gov).
PHASE H
Construction Hard Costs
ACTIVHTES:
Resource allocation from other sources took .priority nrior to drawing
from the HOME APR funds. Prior to Reimbursement in Phase II,
COMPLETED by:
Developer must submit the contractor/subcontractor/vendor searches
$2,746,917.00*
Februarv. 2025
under the Federal System for Award Management (www.sam.gov).
Second Payment** (project must be approx. 60% complete)***
PHASE III
Construction Hard Costs
ACTIVIITES:
Prior to Reimbursement in Phase III, Developer must submit the
COMPLETED by:
contractor/subcontractor/vendor searches under the Federal System
$973,672.63*
March 2025
for Award Management (www.sam.gov).
Third Payment** (project must be 90% complete)***
Construction Hard Costs
PHASE IV
Prior to Reimbursement in Phase IV, Developer must submit the
ACTIVITIES:
contractor/subcontractor/vendor searches under the Federal System
$641,316.00*
COMPLETED by:
for Award Management (www.sam.gov).
Julv. 2025
Fourth Payment** (project must be 99% complete)***
Initial Lease -up of HOME -ARP Units
Prior to Reimbursement in Phase VI, the following items must be
PHASE V
submitted:
ACTIVITIES:
1. Rent Schedule for HOME -ARP Units. See Section 7.5
PHASE V COMPLETED
2. Tenant Selection Policy. See Section 7.6
$50,000.00*
by: Second Anniversary of
3. Affirmative Marketing Plan. See Section 7.7
construction
Prior to Reimbursement for Final Payment, Exhibit "G" - Project
Commencement
Compliance Report: Rental Housing must be submitted to Lender.
Final Payment** (Lease -Up of HOME -ARP Unit)***
TOTAL
$4,669,792
*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 Lender 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.
***If milestone is reached before the Phase completion date, reimbursement will be made when the milestone
percentage is
reached and the Lender
is provided all required documentation.
FIRST AMENDMENT to City Contract 59854 Page 5
New Leaf Community Services -Camp Bowie Apartments
CERTIFICATE OF INTERESTED PARTIES FORM 1295
loll
Complete Nos. 1- 4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1, 2, 3, 5, and 6 if there are no Interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form, and the city, state and country of the business entity's place Certificate Number:
of business. 2025-1296958
New Leaf Community Services
Fort Worth, TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 04/16/2025
being filed.
HOME ARP Date Acknowledged:
r
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a
description of the services, goods, or other property to be provided under the contract.
59854
Housing for the disabled homeless
4
Name of Interested Party
5 Check only if there is NO Interested Party.
6 UNSWORN DECLARATION
My name is m 'TvVC.'i 15
❑X
Nature of Interest
City, State, Country (place of business) (check applicable)
Controlling Intermediary
My address is -L-4-L (. 1rAT / 4%.
(street)
, and my date of birth Is �j1Zo1�
(city) (state) (zip code) (country)
I declare under penalty of perjury that the foregoing is true and correct.
r i-
Executed in AeV.A.T County, State of on the %S day of , 20-15.
(month) (year)
Sig a of authorized agent of contracting business entity
(Declarant)
Forms provided by Texas Ethics Commission www.ethics.state,tx.us Version V4.1.0.e02d622i
Ci'MKX;..fr;RTET�(AyRY
STATE OF TEXAS §--�--�.a
COUNTY OF TARRANT §
This contract ("Contract") is made and entered into by and between the City of Fort Worth
(hereafter "City" or "Lender") and New Leaf Community Services, a Texas nonprofit corporation
(hereafter "Developer"). Lender and Developer may be referred to individually as a "Party" and
jointly as "the Parties".
The Parties state as follows:
WHEREAS, Lender 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 Lender
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 IT 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, the City Council and the Board of Directors of the Fort Worth Housing
Finance Corporation have both adopted Resolutions supporting an affordable housing strategy,
known as the Fort Worth Housing Strategic Framework, which includes a special focus on the
creation of Permanent Supportive Housing for chronically homeless individuals as a priority;
WHEREAS, Permanent Supportive Housing ("PSH") combines long term rental assistance
with supportive services and case management for individuals who have been homeless for over a
year and are disabled;
WHEREAS, Developer was formed in 2019 by individuals and groups with experience
in serving the homeless and affordable housing development;
WHEREAS, Developer proposes to use HOME -ARP funds for the development and
construction of the Camp Bowie Apartments which is a 48-unit PSH project ("Project'.');which -is
an eligible project under the HOME Regulations and the HOME -ARP Guidance; wh�xeby!
Developer will receive the funds from Lender in the form of a forgivable loan;
HOME -ARP CONTRACT
New Leaf Community Services — Camp Bowie Apartments OFFICIAL RECORD Page 1
CITY SECRETARY
FT. WORTH, TX
WHEREAS, Developer also received the commitment of a forgivable loan in the amount
of $1,200,000.00 from the Fort Worth Housing Finance Corporation for the development of PSH
which is a portion of the development costs of the Project, and has obtained other financial
commitments to match the Corporation funds dollar for dollar in the amout of $1,200,000.00; and
WHEREAS, City residents and the City Council have determined that the development of
quality, accessible, affordable housing is needed for moderate, low, and very low-income City
residents.
NOW, THEREFORE, in consideration of the mutual covenants and obligations and
responsibilities contained herein, including all Exhibits and Attachments, and subject to the terns
and conditions hereinafter stated, the Parties understand and agree as follows:
1. INCORPORATION OF RECITALS.
Lender 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:
Accessible Units means units accessible to handicapped tenants. Developer must comply with
Section 504 requirements and all other applicable Federal accessibility requirements..
The Required Improvements must contain 4 Accessible Units. Of these 4 units, 3 must be
accessible to individuals with mobility impairments, and the other 1 must be accessible to
individuals with visual or hearing impairments.
Act means 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.
Affordable Rent means a rent amount that does not exceed the HOME -ARP Rent Limits
published annually by HUD, and authorized by the HOME -ARP Guidance, with adjustment for
the bedroom size of the housing unit as more particularly described on Exhibit "A" — Project
Summary.
Affordability Period means the period of time that a P S H Unit must be leased to for
Affordable Rent.
The Affordability Period for this Project is 20 years. The Affordability Period begins on
the date that the Project status is changed to "complete" inIDIS.
Area Median Income or AMI means the median family income for the Fort Worth -Arlington
metropolitan statistical area as set annually by HUD.
HOME -ARP CONTRACT
New Leaf Community Services — Camp Bowie Apartments Page 2
Business Day means any day that the Fort Worth City Hall is officially open to the public for
business. Business Diversity Enterprise Ordinance or BDE means the City's Business
Diversity Ordinance, Ordinance No. 24534-11-2020, as may be amended from time to time.
Chronically Homeless means an individual who has been homeless for at least one year, or on
at least four separate occasions in the last three years, and has been diagnosed with a disability
such as serious mental illness, substance abuse disorder, chronic physical illness or disability,
post -traumatic stress disorder, developmental disability or cognitive impairment from brain
injury. Chronically Homeless is more specifically defined at 2 CFR 578.3 in the HUD
regulations.
Closing means the closing of the Loan and the FWHFC PSH Loan.
Complete Documentation means the following documentation as applicable:
1. Attachments I and II of Exhibit "F" — Reimbursement Forms, with supporting
documentation as follows:
a. Proof of expense: invoices, leases, service contracts, expenses based on work
completed and costs actually incurred or other documentation showing the nature
of the cost and that payment is due Developer.
b. Proof of payment: cancelled checks, bank statements, or wire transfers necessary
to demonstrate that amounts due by Developer were actually paid by Developer.
2. Other documentation: (i) final lien releases signed by the general contractor or
subcontractors, if applicable; (ii) copies of all City permits and City -issued "pass"
inspections for such work; (iii) documentation to show compliance with BDE or DBE
bidding process for procurement or Contract activities, as 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.
3. Complete Documentation shall meet the standards described in Exhibit "J" — Standards
for Complete Documentation.
Completion means the substantial completion of the Required Improvements as evidenced by a
Neighborhood Services Department Minimal Acceptable Standard Inspection report, HUD
Compliance Inspection Report and any other applicable final inspection approval from Lender
showing that the Required Improvements have met City and HOME -ARP standards.
Completion Deadline means two years after issuance by the City of Fort Worth of necessary
pen -nits to commence construction on the Project.
Compliance Period means the period of time that HOME -ARP Units must be leased to HOME -
ARP Eligible Households for Affordable Rent.
HOME -ARP CONTRACT
New Leaf Community Services — Camp Bowie Apartments Page 3
The Compliance Period for this Project is 15 years. The Compliance Period begins on the
date that the Project status is changed to "complete" in IRIS.
Compliance Requirements means the HOME Units remain occupied by HOME -ARP Eligible
Households paying Affordable Rent throughout the Compliance Period in accordance with the
terms of this Contract, the HOME Regulations and the HOME -ARP Guidance.
Continuum of . Care means the regional organization designated by HUD to carry out
responsibilities for planning and coordination of a local system of federally -funded homeless
services provision as described and authorized by the Homeless Emergency Assistance. and Rapid
Transition to Housing (HEARTH) Act of 2009 and subsequent related amendments of the
McKinney-Vento Homeless Assistance Act. In Fort Worth, the Tarrant County Homeless
Coalition has been designated as the local Continuum of Care. The Continuum of Care coordinates
annual grant applications for HUD homeless services and rental assistance funding that are not
provided on an entitlement basis to local jurisdictions and housing authorities.
Coordinated Entry means a centralized assessment system that is administered by local
Continuum of Care organizations to consistently assess the needs of homeless clients with the goal
of prioritizing persons most in need of assistance and of fairly allocating scarce resources,
particularly housing. In Fort Worth the Tarrant County Homeless Coalition administers the
regional Coordinated Entry system and assigns eligible clients to available permanent supportive
housing units or homeless rental assistance vouchers.
DBE means disadvantaged business enterprise in accordance with 49 CFR Part 26.
Deed of Trust means any deed of trust from Developer to Lender securing a loan or
performance made using Lender's HOME -ARP Funds and covering the Project and securing the
indebtedness evidenced therein and Developer's performance of the requirements of the Loan
and the HOME Regulations and the HOME -ARP Guidance, as the same may be extended,
amended, restated, supplemented or otherwise modified.
Deed Restrictions means the recorded deed restriction, covenant running with the land, or
agreement restricting the use of the Property, which imposes the Compliance Requirements
beginning after Project completion as required by 24 CFR Part 92 and the HOME -ARP Guidance
which will give Lender the right to require specific performance, among other enforcement rights.
The Parties agree to the use of the Deed Restriction in substantially the same form attached as
Exhibit "L" — Deed Restriction.
Director means the Director of the City's Neighborhood Services Department or any successor
department thereto.
Effective Date means September 28, 2023.
Fort Worth Housing Finance Corporation or FWHFC means the Fort Worth Housing Finance
Corporation, a Texas housing finance corporation and public instrumentality of the City of Fort
Worth.
HOME -ARP CONTRACT
New Leaf Community Services — Camp Bowie Apartments Page 4
FWHFC PSH Loan means the funds provided to Developer by FWHFC under the terms of the
FWHFC PSH Loan Documents.
FWHFC PSH Loan Documents means the Loan Agreement, the Promissory Note and the Deed
of Trust securing the FWHFC Loan executed by Developer in favor of FWHFC.
HMIS means Homeless Management Information System, a client services database administered
by the local Continuum of Care to gather consistent client and performance data for all federally -
funded homeless services programs. 14MIS is one of the tools used to implement the Coordinated
Entry process. In Fort Worth the Tarrant County Homeless Coalition is currently designated as the
HMIS Lead Entity responsible for administering the local HMIS.
HOME means the HOME Investment Partnerships Program.
HOME -ARP Eligible Household means a household who is considered as "qualifying
populations" as defined in Section IV.A of the HOME -ARP Notice (CPD-21-10 issued on
September 13, 2021).
HOME -ARP means the Program which encompasses the specific allocation of HOME Funds
authorized by the American Rescue Plan Act ("ARP") and is governed by the alternative
requirements set out for these funds in the HOME -ARP Guidance.
HOME -ARP Eligible Household means a household that is a member of a Qualifying
Poluplation or a Low -Income household as defined by the HOME -ARP Guidance.
HOME -ARP Funds means the HOME -ARP Program grant funds supplied by Lender to
Developer under the terms of this Contract.
HOME -ARP Guidance means HUD CPD Notice 21-10, the HUD Waiver Memorandum
regarding HOME -ARP dated September 8, 2021, and any subsequent written HUD guidance,
notices, memoranda, regulations or related items specifically providing requirements for the
HOME -ARP Program.
HOME Regulations means the HOME Investment Partnerships Program Final Rule at 24 CFR
Part 92'et seq.
HOME -ARP Qualifying Population Rent means a rent amount that is no 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 7.6. 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.
HOME -ARP CONTRACT
New Leaf Community Services — Camp Bowie Apartments Page 5
HOME -ARP Unit means a housing unit subject to the HOME Regulations and HOME -ARP
guidance leased to a HOME -ARP Eligible Household at Affordable Rent for the duration of the
Compliance Period as further described in Exhibit "A" — Project Summary. The HOME -ARP
Units can be designated as either Qualified Population Units or Low -Income units. Qualifying
Population Units and Low Income Units are floating throughout the Project.
The Project contains 31 one -bedroom HOME -ARP Units for Qualifying Population or
Low Income Units.
HUD means the United States Department of Housing and Urban Development.
IDIS means Integrated Disbursement Information System, HUD's project tracking system.
Loan means the HOME -ARP Funds provided to Developer by Lender for the purpose described
in the Loan Documents.
Loan Documents means security instruments which Developer has executed and delivered to
Lender including without limitation, the Promissory Note, the Deed of trust, or any other similar
security instruments evidencing, securing or guaranteeing Lender's interest and further
evidencing, securing, or guaranteeing Developer's performance of all City and federal
requirements, including the HOME -ARP Requirements during the Compliance Period, as the same
may from time to time be extended, amended, restated, supplemented or otherwise modified.
Low Income Household Tenant means a tenant whose annual income adjusted for family size
does not exceed 80% of AMI set by HUD. Tenant income must be verified based on 24 CFR
5.609 using the most current HUD Income Guidelines and Technical Guidance for Determining
Income and Allowances subject to the income verification requirements of Section 7.3 of this
Contract.
Low Income Household HOME -ARP Rent means 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 that permissible under the applicable rental assistance program.
Low Income 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 HOME -ARP Low Income
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, child support and alimony verification, unemployment benefit letters, and the like for
initial income eligibility verifications and for every 6t' year of the Compliance Period.
Documentation for Low Income Tenant eligibility verification for other than the initial lease and
every 61 year of the Compliance Period shall be a City -approved income self -certification form.
Notwithstanding the above, documentation for tenants receiving federally -funded rental assistance
vouchers shall be that required by the application rental assistance program.
HOME -ARP CONTRACT
New Leaf Community Services — Camp Bowie Apartments Page 6
l
Neighborhood Services Department means the City's Neighborhood Services Department or
any successor department thereto.
Operating Reserve means funds set aside to cover potential or projected operating deficits over
time during the Compliance Period. Operating Cost Reserve funds will ensure the financial
viability of the Project.
Permanent Supportive Housing Program or PSH Program means the combination of dedicated
PSH Units and the accompanying supportive services provided by the Supportive Services
Provider to the tenants of the PSH Units as further described in Exhibit "O" — Requirements for
Permanent Supportive Housing Units.
Permanent Supportive Housing Tenant or PSH Tenant means a tenant of the PSH Units
Permanent Supportive Housing Unit or PSH Unit means a housing unit for which supportive
services are provided to assist homeless persons with disabilities to live independently as further
described in Exhibit "O" —Requirements for Permanent Supportive Housing Units. The PSH
Units may also be HOME -ARP units.
The Project contains 48 PSH Units.
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 HOME -ARP Funds executed by Developer
payable to the order of Lender, 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 same
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.
Property Manager means the entity hired by Developer to manage the Project as a PSH
multifamily rental housing project.
Qualifying Population means homeless or at -risk persons or households as defined in detail in
HUD CPD Notice 21-10 and HOME -ARP Guidance. The Qualifying Population includes 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.
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New Leaf Community Services — Camp Bowie Apartments Page 7
Qualifying Population Rent refer to HOME -ARP Qualifying Population Rent for definition.
Qualifying Population Tenant Documentation means one or more of the following as
applicable to the eligible type of HOME -ARP Qualifying Population and as more particularly
described in Section 7 of this Contract:
• Documentation of Homelessness such as I-IMIS record or written verification from a
homeless services outreach or intake worker or victim services provider;
• Documentation of Disability from the Social Security Administration, Veterans
Administration, or a professional licensed by the State of Texas to diagnose and treat the
disability;
• Documentation of Risk of Homelessness or Housing Instability such as an eviction notice,
record of living at a hotel or motel or publicly funded institution or correctional facility,
written verification from a family member with whom the prospective tenant has been
staying, and client self -certification and intake worker case notes regarding inadequacy
of resources and support networks, and documentation of household income under 30%
AMI and evidence indicating that monthly rent exceeds 50% of that household income;
or
• Other documentation as may be required by the HOME -ARP Guidance and applicable
HUD regulations.
• Documentation of Chronic Homelessness must include both documentation of
homelessness for the applicable period(s) of time as well as Documentation of Disability.
Reimbursement Request means all reports and other documentation described in Section 10
submitted by Developer to Lender.
Replacement Reserve means funds set aside to cover potential or projected replacement deficits
over time during the Compliance Period. Funds are to be utilized for major repairs, capital
expenditures and replacement of capital items. Replacement Reserve funds will ensure the
financial viability of the Project.
Required Improvements or the Project means all the improvements for a 48 one -bedroom unit
rental housing project to be 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 the Camp Bowie
Apartments. The current address for the Project is 8843 Camp Bowie West Blvd., Fort Worth,
Texas 76116.
Section 504 requirements means the requirements of Section 504 of the Rehabilitation Act of
1973 to provide accessible housing to persons with disabilities. Section 504 requires that 5% of
the units (but not less than 1 unit) in a newly constructed multifamily project must be accessible
to individuals with mobility impairments, and an additional 2% of the units (but not less than 1
unit) must be accessible to individuals with sensory impairments.
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New Leaf Community Services — Camp Bowie Apartments Page 8
Stabilization means that 90% of the housing units have been leased for 90 days.
Supportive Services Provider or SSP means the qualified service provider with experience in
providing case management to chronically homeless and formerly homeless persons retained by
Developer at its cost to provide supportive services to the PSH Tenants as further described in
Exhibit "O" — Requirements for Permanent Supportive Housing Units, Exhibit "O-V —
Requirements for Permanent Supportive Housing Case Management, Exhibit "0-2" — Case
Management Standards, Exhibit "0-3" — Performance Reports. At this time the Supportive
Services Provider is TBD.
3. TERM AND EXTENSION.
3.1 Term of Contract.
The term of this Contract commences on the Effective Date and ends 20 years after the
date of Project achieves Stabilization, unless earlier terminated as provided in this Contract. All
provisions relating to the HOME Program, the HOME -ARP Regulations and the HOME -ARP
Units shall remain in full force and effect until the end of the Compliance Period.
3.2 Extension of Contract.
This provisions in this Contract relating to completion of the Required Improvements may
be extended for 2 one-year extensions upon Developer submitting a request for an extension in
writing at least 60 days prior to the end of the Completion Deadline, or the end of the first one-
year extension. The first one-year extension request shall be granted upon the written request of
Developer. The second one-year extension request shall include the reasons for the extension,
Developer's anticipated budget, construction schedule and goals for the additional time. It is
specifically understood that it is within Lender's reasonable discretion whether to approve or deny
Developer's request for a second one-year extension to complete the Required Improvements.
Any such extension shall be in the form of an amendment to this Contract. It shall be an event of
default under this contract if the Required Improvements are not completed within the time period
required herein, including any extensions.
3.3 Term of Loan.
The term of the Loan shall cornmence on the date of the Promissory Note and on the
termination of the Compliance Period, so long as the terms and conditions of this Contract and the
Loan Documents have been met.
4. DUTIES AND RESPONSIBILITIES OF LENDER.
4.1 Requirements Prior to Commitment of HOME -ARP Funds.
4.1.1 Project Assessment.
Prior to commitment of the HOME -ARP Funds to the specific local Project described
herein, Lender has (i) identified the address of the Project; (ii) assessed the current market
demand for the Qualifying Population and Low Income Households to be served; (iii)
completed and approved an environmental review in accordance with 24 CFR Part 58;
(iv) reviewed and approved all necessary commitments of financing, secured or otherwise
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New Leaf Community Services — Camp Bowie Apartments page 9
including grants; (v) established a complete budget for the Project in sufficient detail to
determine total Project development costs and effectively monitor performance, including
proposed sources and uses; (vi) determined that Project costs are reasonable; (vii)
completed underwriting and subsidy layering requirements and determined that HOME -
ARP funds are needed to fill a funding gap; (viii) assessed the feasibility of Project
construction commencing within 12 months of the commitment date; and (ix) established
a completion schedule with deadlines that meet all HOME -ARP requirements.
4.1.2 Developer Assessment.
Prior to commitment of the HOME -ARP Funds to the specific local Project described
herein, Lender has determined that Developer has the financial capacity and experience to
undertake the specific local Project.
4.2 Commitment of HOME -ARP Funds.
This Contract serves as the HOME -ARP written agreement described in the HOME -ARP
Guidance. The HOME -ARP Funds will be committed by Lender to the Project when this Contract
is fully executed and becomes legally binding.
4.3 Provide HOME -ARP Funds.
Lender shall provide up to $4,028,476.00 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.
4.4 Lender Will Monitor.
Lender will monitor the activities and performance of Developer and any of its contractors,
subcontractors or vendors throughout the Compliance Period, but no less than annually as required
by 24 CFR Part 92.504 and the HOME -ARP Guidance in accordance with the provisions of
Section 8.3 below.
S. DUTIES AND RESPONSIBILITIES OF DEVELOPER.
5.1 Secure Firm Written Financial Commitments.
Developer must obtain and furnish Lender with one or more fine written financial
commitments, or evidence of available funds, from non -speculative identified sources in a total
amount necessary to complete the Project and operate the Project as a Permanent Supportive
Housing Project targeting Chronically Homeless persons and households throughout the
Compliance Period. All award or commitment letters received from funders must be dated prior
to the date of the Contract.
5.1.1 Lender will assess the firm written financial commitments prior to the execution
of this Contract to ensure that they are in fact, firm commitments and that (i) the
terms and amounts are consistent with the Lender's financial underwriting of the
Project; (ii) all sources are compatible with HOME -ARP requirements; and (iii)
all funds can reasonably be expected to close prior to the disbursement of the
HOME -ARP Funds.
5.1.2 Lender will assess the sources and commitments of any tenant rental assistance or
subsidies proposed to support the Project's operating budget throughout the
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New Leaf Community Services — Camp Bowie Apartments Page 10
Compliance Period, and the anticipated income levels and supportive services
needs of the Chronically Homeless tenants to be housed by the Project, to
determine if HOME -ARP Operating Cost Assistance will be required to ensure
long-term Project viability. If HOME -ARP Operating Cost Assistance is required
during lease -up or as an Operating Cost Capitalized Reserve, Net Operating
Income resulting from the use of such Operating Cost Assistance is prohibited and
must be refunded to the Lender by Developer no less than annually upon
completion of Project annual financial statements.
5.2 Construction of Required Improvements.
Developer shall complete the 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.
5.2.1 Written Cost Estimates, Construction Contracts and Construction
Documents.
Developer shall submit any written cost estimates, construction contracts and construction
documents (collectively, the "Construction Documents") to Lender to show the work to
be undertaken for the Required Improvements in sufficient detail that Lender can perform
all required inspections in accordance with 24 CFR Part 92.251 and the HOME -ARP
Guidance. Lender shall review and approve written cost estimates for the construction of
the Required Improvements to determine that such costs are reasonable prior to the
commencement of construction. In the event Lender in its reasonable discretion determines
that such costs are unreasonable, Developer shall revise said costs estimates to Lender's
satisfaction.
5.3 Use of HOME Funds.
5.3.1 Costs in Compliance with HOME Regulations, HOME -ARP Guidance and
Contract.
Developer shall be reimbursed for eligible Project costs with HOME -ARP Funds only if
Lender determines in its sole discretion that:
5.3.1.1 Costs are eligible expenditures in accordance with the HOME
Regulations and the HOME -ARP Guidance.
5.3.1.2 Costs comply with the requirements of the HOME program and as
otherwise listed in this Contract and are reasonable and consistent with
industry norms.
5.3.1.3 Complete Documentation, as applicable, is submitted by Developer.
5.3.2 Budget.
Developer agrees that the HOME -ARP Funds will be paid on a reimbursement basis in
accordance with Exhibit `B" - Budget and Exhibit "C" - Construction and Reimbursement
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New Leaf Community Services — Camp Bowie Apartments Page 11
Schedule. Developer may increase or decrease line item amounts in the HOME -ARP Funds with
the Director's prior written approval, which approval shall be in the Director's sole discretion.
Any such increase or decrease in line items in the Budget shall comply with Section 5.2.1, Exhibit
"A — Project Summary, and shall not increase the total amount of HOME -ARP Funds.
5.3.3 Change in Budget.
5.3.3.1 Developer will notify Lender promptly of any additional funds it
receives for construction of the Project, and Lender reserves the right to
amend this Contract in such instances to ensure compliance with HUD
regulations governing cost allocation and subsidy layering.
5.3.3.2 Developer agrees to utilize the HOME -ARP Funds to supplement rather
than supplant funds otherwise available for the Project.
5.4 Payment of HOME -ARP Funds to Developer.
HOME -ARP Funds will be disbursed to Developer within ten (10) days of Lender's
approval of Developer's Reimbursement Requests, including submission of Complete
Documentation to Lender in compliance with Section 10. The Developer may not request
disbursement of funds until the funds are needed for payment of eligible costs. The amount of
each request must be limited to the amount needed. Developer must provide complete
documentation as generally required during a construction project to support the reimbursement
request. As more particularly described in the HOME -ARP Funds Budget and in Exhibit "C" -
Construction and Reimbursement Schedule, Lender will hold back $50,000.00 of the HOME -
ARP Funds until Lender verifies that the first HOME -ARP Unit has been leased to a HOME -ARP
Eligible Household. It is expressly agreed by the Parties that any HOME -ARP Funds not
reimbursed to Developer shall remain with Lender.
5.4.1 After initial PHASE I — Mobilization/Predevelopment Soft Costs/ Construction
Hard Costs draw, Developer agrees to utilize FWHFC and foundation funds prior to requesting
reimbursement for HOME -ARP PHASE II — PHASE V activities as defined in Exhibit "C" -
Construction and Reimbursement Schedule..
5.5 Identify Project Expenses Paid with HOME -ARP Funds.
Developer agrees to keep accounts and records in such a manner that Lender may readily
identify and account for Project expenses reimbursed with HOME -ARP Funds. These records
shall be made available to Lender for audit purposes and shall be retained as required hereunder.
5.6 Acknowledgement of Lender Payment of HOME -ARP Funds.
Within 90 days of Completion, Developer shall sign an acknowledgement that Lender has
paid all HOME -ARP Funds due under this Contract, or shall deliver a document executed by an
officer of Developer identifying all or any portion of the HOME -ARP Funds that Lender has not
been paid to Developer. Once Lender has met all of its obligations for payment of HOME -ARP
Funds hereunder, an officer of Developer shall sign an acknowledgement of same.
5.7 Security for Lender's Interest and Developer's Performance.
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New Leaf Community Services — Camp Bowie Apartments Page 12
To secure Lender's interest in the Required Improvements and Lender's interest in
preserving the affordability of the HOME -ARP Units, in accordance with the requirements of the
HOME Regulations, the HOME -ARP Guidance and HUD Requirements, the Lender's interested
in preserving the Permanent Supportive Housing purpose of the HOME -ARP units and maintain
the Compliance Period to be secured by Loan Documents Developer shall execute the Deed
Restriction and Deed of Trust, which must be recorded in lien priority agreed to by Lender at the
earlier of (i) the acquisition of the Property, or (ii) the closing of Developer's construction loan (if
any). No HOME -ARP Funds will be paid or reimbursed until the Deed of Trust and the Deed
Restriction are recorded.
5.7.1 Loan Terms and Conditions.
5.7.1.1 Developer will be required to:
5.7.1.1.1 Execute and deliver the Deed Restriction, the Promissory Note and Deed
of Trust along with any other Loan Documents required by Lender.
5.7.1.1.2 Provide Lender with a Mortgagee's Policy of title insurance in the
amount of the Loan.
5.7.1.1.3 Pay all costs associated with closing the Loan.
5.7.1.1.4 Provide Lender with an estimated settlement statement from the title
company at least 3 Business Days before closing.
5.7.1.1.5 Ensure Lender's lien is subordinate only to the FWHFC Loan in the
permitted exceptions shown on the Mortgagee's Policy of title
insurance. Lender must approve in writing any secured financing for
the Project that is to be subordinate to the Loan. Lender hereby
approves the following loan to the Developer that is subordinate to the
Loan: The $1,200,000 FWHFC Loan.
5.7.1.1.6 The term of the Loan shall be specified in Section 3.3.
5.7.1.1.7 No interest shall accrue on the HOME Loan provided that Developer
complies with the terms and conditions of this Contract and the Loan
Documents. The Loan is forgivable deferred payment loan. The Loan
will be forgiven provided that (i) the project is operated as PSH housing
in accordance with the HOME Regulations and the terms of this
Contract, and (ii) Developer is not otherwise in default of the Loan terms
or Contract provisions.
5.7.1.1.8 The Deed Restriction shall remain in effect for the entire Affordability
Period to secure Developer's performance of the Affordability
Requirements and all provisions of this Contract pertaining to the
HOME Program regardless of an early repayment of the Loan.
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New Leaf Community Services — Camp Bowie Apartments Page 13
5.7.1.2 Developer acknowledges that:
5.7.1.2.1 Early repayment of the Loan shall not relieve Developer of its
obligations under this Contract or the HOME Regulations and HOME -
ARP Guidance including but not limited to the Compliance
Requirements and other HOME requirements. The Deed of Trust shall
secure both repayment of the HOME -ARP Funds and performance by
Developer of its obligations under this Contract during the Compliance
Period.
5.7.1.2.2 Any subordinate financing other than that approved herein or
otherwise by Lender, shall require the review and prior written approval
of Lender for the purpose of ensuring compliance with the underwriting
and subsidy layering requirements of the HOME Regulations, which
approval shall not be unreasonably withheld, conditioned or delayed.
5.7.1.2.3 Default under the FWHFC Loan shall be considered a default of the
Loan and a default of the Loan shall be considered a default of the
FWHFC Loan, subject to any applicable notice and/or cure period
contained in the FWHFC Loan Documents.
5.7.1.2.3 Failure by Developer to comply with this Section 5.7.1 will bean event
of default under this Contract and the Loan Documents.
5.8 Maintain Compliance Requirements.
The HOME -ARP Units must be occupied by HOME -ARP Eligible Households throughout
the Compliance Period as required by the HOME Regulations and the HOME -ARP Guidance.
Developer must notify Lender in writing within 30 days of either of the following occurrences: (i)
a HOME -ARP Unit is occupied by a tenant who is not a HOME -ARP Eligible Household, or (ii)
a HOME -ARP Unit remains vacant for more than 90 days. In the event that a HOME -ARP Unit
is occupied by a tenant who is not a HOME -ARP Eligible Household, Developer shall have 45
days to determine if another tenant qualifies as a HOME -ARP Eligible Household or fill an empty
unit with a HOME -ARP 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 to Lender 10% of
the Loan amount as liquidated damages within thirty days after notice is provided by Lender
to Developer. The Parties agree that Lender'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, a repayment of funds to HUD by Lender or otherwise impact
Lender's HOME -ARP grant or other federal grant funds. Therefore, the Parties agree that
payment under this Section of 10% of the Loan amount by Developer to Lender is liquidated
damages and not a penalty. Failure by Developer to make payment under this section shall
be an event of default under this Contract.
5.9 Deed Restriction.
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New Leaf Community Services — Camp Bowie Apartments Page 14
Developer shall execute and deliver the Deed Restriction, which shall secure the
Compliance Requirements for the Compliance Period, as required by HUD Regulations. Early
repayment of the Loan shall not relieve Developer of the obligations under the Deed Restriction,
this Contract, or the HOME Regulations and the HOME -ARP Guidance including but not limited
to the Compliance Requirements and other HOME requirements.
5.10 Compliance Requirements Survive Transfer.,
The HOME -ARP Units must remain affordable without regard to the term of any mortgage
or transfer of ownership, pursuant to the terms of the Loan Documents, the Deed Restriction, or
any other mechanism provided by HUD. Developer agrees that any sale or transfer of the Project
during the Loan Term, excluding a transfer due to condemnation or to obtain utility services, may
at Lender's sole discretion require the repayment of the HOME -ARP Funds unless the new owner
or transferee affirmatively assumes in writing the obligations established hereunder for the
HOME -ARP Units for whatever time remains of the Compliance Period, subject to Lender's
consent in its sole discretion, which shall not be unreasonably withheld or delayed. Failure of the
new owner or transferee to promptly assume all of Developer's obligations under this Contract,
the Loan Documents, and/or the Deed Restriction will result in immediate termination of this
Contract and any HOME -ARP Funds already paid to Developer must be repaid to Lender within
30 days of such termination. In addition, Lender may pursue any of its remedies under the Loan
Documents or the Deed Restriction if the new owner or transferee fails to assume Developer's
obligations to maintain the Compliance Requirements throughout the Compliance Period.
511 Maintain Operating Reserve.
Developer must set aside reasonable funding to cover potential or projected operating
deficits over time during the Compliance Period. Developer agrees to include funds to cover the
Operating Reserve as a capital cost within the Project's development budget.
5.11.1 All operating costs associated with "on -site" employees, including site manager
and occupancy clerk manager, rental and leasing staff, maintenance, landscaping, custodial
staff and security personnel, will be paid by the Developer from Development funds as a
property operating expense, including direct salary and fringe benefits, taxes and
assessments . payable to federal, state and local governments in connection with
employment of such personnel.
5.11.2 The obligation of the Developer is to make Operating Reserve contributions in the
amount of Two Hundred and Fifty Dollars ($250.00) per unit and shall terminate on the
date the balance in the Operating Reserve equals or exceeds the required per unit amount
reflected per Section 5.3.1.
5.11.2.1 Developer shall be obligated to replenish from cash flow amounts
withdrawn from the Operating Reserve to maintain, to the extent possible, a
minimum balance of $250.00 per unit.
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New Leaf Community Services — Camp Bowie Apartments Page 15
5.11.3 If, upon liquidation of the Property, the Developer has a negative balance in its
Operating Reserve account, the Lender shall have no obligation to make any contribution
and the negative balance shall not be considered a debt owed by the Lender for any reason.
5.11.4 Notwithstanding any of the foregoing provisions, the prior approval of the Lender
will be required for any operating expenditure which exceeds Five Thousand Dollars
($5,000.00) in any one instance. The Developer will inform the Lender of the facts as
promptly as possible.
5.11.5 Developer will maintain the Operating Reserve in a separate banking account that
only contains Replacement Reserve funds.
5.11.6 Operating Reserve funds remaining at the end of the Compliance Period will
continue to comply with HOME -ARP requirements and serve qualifying populations or
must be refunded to Lender as HOME Program income.
5.12 Maintain Replacement Reserve.
Developer must set aside funding to cover potential or projected replacement deficits over
time during the Compliance Period. Developer agrees to include funds to cover the Replacement
Reserve as a capital cost within the Project's development budget.
5.12.1 All replacement reserve expenses associated with major repair, capital expenditures
and replacement of capital items, will be paid by the Developer from Development funds
as a replacement reserve expense.
5.12.2 The obligation of the Developer is to make Replacement Reserve contributions in
the amount of Two Hundred and Fifty Dollars ($250.00) per unit and shall terminate on
the date the balance in the Replacement Reserve equals or exceeds the required per unit
amount reflected per Section 5.3.2.
5.12.2.1 Developer shall be obligated to replenish from cash flow amounts
withdrawn from the Replacement Reserve to maintain, to the extent possible, a
minimum balance of $250.00 per unit.
5.12.3 If, upon liquidation of the Property, the Developer has a negative balance in its
Replacement Reserve account, the Lender shall have no obligation to make any
contribution and the negative balance shall not be considered a debt owed by the Lender
for any reason.
5.12.4 Notwithstanding any of the foregoing provisions, the prior approval of the Lender
will be required for any replacement reserve expenditure which exceeds Five Thousand
Dollars ($5,000.00) in any one instance. The Developer will inform the Lender of the facts
as promptly as possible.
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New Leaf Community Services — Camp Bowie Apartments Page 16
5.12.5 Developer will maintain the Replacement Reserve in a separate account that only
contains Replacement Reserve funds:
5.12.6 Available Replacement Reserve funds at the end of the Compliance Period will
continue to comply with HOME -ARP requirements and serve qualifying populations or
must be refunded to Lender as HOME Program income.
6. CONSTRUCTION.
6.1. Construction Schedule.
Developer shall construct the Required Improvements in accordance with the schedule set
forth in the attached Exhibit "C" — Construction and Reimbursement Schedule. Developer
shall not begin construction until Lender sends a Notice to Proceed. Developer's failure to meet
the Construction Schedule (as it may be modified in accordance with Section 14.19) or the
Completion Deadline shall be an event of default under this Contract and the Loan Documents.
Subject to Section 14.19, Developer may not change the Construction Schedule without the
Director's prior written approval, which approval shall be in the Director's reasonable discretion.
6.1.1 Written Cost Estimates, Construction Contracts and Construction
Documents.
Developer shall furnish Lender with the written cost estimates, construction contracts and
construction documents (collectively, the "Construction Documents") prior to the
commencement of construction. Lender shall review and approve written cost estimates and
determine that costs are reasonable prior to the commencement of construction. The Construction
Documents shall describe the construction of the Required Improvements in sufficient detail so
that Lender can perform inspections.
6.1.2 Construction Inspections.
Lender will conduct progress and final inspections of construction of the Project to ensure
that the work is done in accordance with the applicable building codes and the Construction
Documents. The construction of the Project must pass a Neighborhood Services Department
Minimal Acceptable Standard Inspection report, a HUD Compliance Inspection Report and any
other applicable HUD -required inspections during the construction period, along with any
applicable final inspection approval from the City building inspectors at the completion of the
construction of the Project.
6.2 Applicable Laws, Building Codes and Ordinances.
Developer shall require that the Plans and construction for the Required Improvements (i)
conform to all applicable Federal, state, City and other local laws, ordinances, codes, rules and
regulations, including the HOME Regulations and HOME -ARP Guidance; (ii) meet all City
building codes; (iii) meet the Energy Conservation requirements as required by the State of Texas
in Chapter 11 of the International Residential Code; (iv) if new construction, must conform to the
Model Energy Code published by the Council of American Building Officials; and (v) must pass
a HUD Compliance Inspection Report and inspection by City's Neighborhood Services
Department inspectors.
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New Leaf Community Services — Camp Bowie Apartments Page 17
6.3 Property Standards During Construction.
Developer shall comply with the following as applicable during the construction of the
Required Improvements: (i) the Property Standards in 24 CFR Part 92.251(a), (ii) accessibility
standards under 24 CFR Part 92.25 1 (a)(2)(i), (iii) any City property standards, and (iv) all other
applicable accessibility standards for the Project.
6.4 Lead -Based Paint Requirements.
Developer will comply with any applicable Federal lead -based paint requirements
including lead screening in buildings built prior to 1978 in accordance with 24 CFR Part 92.355
and 24 CFR Part 35, subparts A, B, 7, K, M, and R, and the Lead: Renovation, Repair and
Painting Program Final Rule, 40 CFR Part 745, in the construction and/or rehabilitation of the
Required Improvements.
6.5 Approval of Plans and Specifications by Lender Not Release of Responsibilitv.
Approval of the Plans by Lender shall not constitute or be deemed (i) to be a release of the
responsibility or liability of Developer or any. of its contractors or subcontractors, or their
respective officers, agents, employees and lower tier subcontractors, for the accuracy or the
competency of the Plans or the Construction Documents, including, but not limited to, any related
investigations, surveys, designs, working drawings and specifications or other documents; or (ii)
an assumption of any responsibility or liability by Lender for any negligent act, error or omission
in the conduct or preparation of any investigation, surveys, designs, working drawings and
specifications or other documents by Developer or any of its architects, contractors or
subcontractors, and their respective officers, agents, employees and lower tier subcontractors.
6.6 Contractor. Subcontractor and Vendor Requirements.,
Developer shall use commercially reasonable efforts to ensure that during the construction
of the project all contractors or vendors utilized by Developer or subcontractors utilized by
Developer's general contractor are appropriately licensed and such licenses are maintained
throughout the construction of the Required Improvements and the operation of the Project when
applicable. Developer shall ensure that all contractors utilized by Developer, subcontractors
utilized by Developer's general contractor in the construction of the Required Improvements, or
vendors utilized by Developer in the operation of the Project are not debarred or suspended from
perfonning the contractor's, subcontractor's or vendor's work by Lender, the State of Texas, or
the Federal government. For purposes of this Contract, the term "vendors" does not include
suppliers or materialmen. Developer acknowledges that 2 CFR Part 200 forbids Developer
from hiring or continuing to employ any contractor, subcontractor or vendor that is listed
on the Federal Excluded Parties List System for Award Management, www.sam.i!ov
("SAM"). Failure to submit or require such proofs of search shall be an event of default.
In the event that Lender determines that any contractor, subcontractor or vendor has been debarred,
suspended, or is not properly licensed, Developer or Developer's general contractor shall
immediately cause such contractor, subcontractor or vendor to immediately stop work on the
Project and Developer shall not be reimbursed for any work performed by such contractor,
subcontractor or vendor. However, this Section should not be construed to be an assumption of
any responsibility or liability by Lender for the determination of the legitimacy, quality, ability, or
good standing of any contractor, subcontractor or vendor. Developer acknowledges that the
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New Leaf Community Services — Camp Bowie Apartments Page 18
provisions of this Section pertaining to the SAM shall survive the termination of this
Contract and be applicable for the length of the Compliance Period.
6.7 Furnish Complete Set of "As Built" Plans.
Developer shall furnish Lender a complete set of "as built" or marked -up plans for the
Project at completion of construction after all final approvals have been obtained.
6.8 Broadband Infrastructure Requirements.
In compliance with the requirements of 24 CFR Part 5.100, Developer shall provide for the
installation of broadband infrastructure, to include cables, fiber optics, wiring, or other permanent
infrastructure, including wireless infrastructure, that is capable of providing access to Internet
connections in individual housing units, and that meets the definition of "advanced
telecommunications capability" determined by the Federal Communications Commission under
Section 706 of the Telecommunications Act of 1996 (47 U.S.C. 1302).
7. TENANT AND LEASE RE'OUIREMENTS; PROPERTY STANDARDS DURING
COMPLIANCE PERIOD.
7.1 Tenant Eli6bilty for Oualifvin2 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.
7.1.1 Tenant Selection: OualifyinLy Populations
In accordance with the HOME -ARP Guidance, Project and Property Manager will identify
tenants for the Project as described in this section.
7.1.1.1 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.
7.1.1.2 Subject to Lender prior written approval by the Director of the Department, up to
30% of HOME -ARP Assisted Units may be leased to Low -Income Households.
Developer/Owner may request authorization to lease up to 30% of HOME -ARP Assisted
units to Low Income Households only if one or more of the following circumstances occur:
7.1.1.2.1 Annual review of Project financial condition indicates significant
changes to operating, maintenance or replacement costs (including such costs
related to Chronically Homeless units), or other unanticipated changes to financial
condition, such that inclusion of Low Income units will stabilize rent revenues and
operating costs and ensure long-term Project sustainability.
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New Leaf Community Services — Camp Bowie Apartments Page 19
7.1.1.2.2 Project has been unable to retain tenant -based or sponsor -based
rental assistance vouchers for all Chronically Homeless units, due to reductions in
funding or non -renewal in funding for such vouchers.
7.1.1.2.3 Continuum of Care Coordinated Entry system does not refer
sufficient Chronically Homeless eligible tenants to the Project, such that 2 or more
units have remained vacant for more than 60 days with no Coordinated Entry
referrals for such units.
7.1.2 Use of Continuum of Care Coordinated Entry for Tenant Selection.
To achieve initial lease -up and throughout the Compliance Period, Project will use the
Continuum of Care Coordinated Entry System as its primary source of tenant referrals.
7.1.3 Use of Other Referral Sources for Tenant Selection.
To the extent that the local Continuum of Care's Coordinated Entry system does not
include provision of services to all Qualifying Population to comply with the HOME -ARP
Guidance the Project must use other referral methods for tenant selection along with Coordinated
Entry System referrals for HOME -ARP Units. Therefore the Project may receive referrals of
Chronically Homeless individuals from other service providers as needed to obtain and maintain
full occupancy. Records of such referrals must be maintained in chronological order based on the
date and time received, in conjunction with referrals received from the Coordinated Entry system.
The Project must maintain the preference for Chronically Homeless by holding any such non -
Coordinated Entry referrals in "pending status" until documentation of Chronic Homelessness has
been confirmed by the Property Manager or Project Supportive Services Provider through the
HMIS system or through review of the referring entity's client source documentation.
7.1.4 Other Qualifying Populations.
If authorized by Lender through amendment to this Contract during the Compliance Period,
Project may admit Other Qualifying populations as authorized in the HOME -ARP Guidance.
Eligibility of such Qualifying Populations shall be verified through relevant caseworker
documentation.
7.2 Tenant Eligibility: Low Income Households Eligibility.
If Low Income HOME -ARP Units are authorized for the Project by this Contract,
Developer (1) must use the definition of annual income used by 24 CFR 5.609 to establish tenant
income eligibility, (2) shall use the most current HUD Income Guidelines, and (3) shall maintain
Tenant Documentation sufficient to show that the HOME -ARP Units are occupied by HOME -
ARP Eligible Low Income Households. This Section shall be applicable for the length of the
Compliance Period.
7.2.1 Tenant Selection: Low Income Households
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
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New Leaf Community Services — Camp Bowie Apartments Page 20
definitions from the HOME -ARP Guidance. Applicants to the waiting list may not be charged a
fee to be placed on the waiting list.
7.3 Income Verification.
Developer shall comply with the following:
7.3.1 Developer must verify that all tenants of HOME -ARP Low Income Units are
HOME -ARP Eligible Households with full Tenant Documentation at the time the initial lease for
a HOME -ARP 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 Low -Income tenant's household.
7.3.2 Developer must verify the income of the Low Income tenants of the HOME -ARP
Low Income Units annually after the initial lease is executed, but may use a Lender -approved
tenant self -certification form as Tenant Documentation. Notwithstanding the foregoing,
Developer must verify the income eligibility of all HOME Eligible Households with full
Tenant Documentation every 6th year of the Compliance Period.
7.3.3 Developer must maintain copies of Tenant Documentation as required under this
Contract.
7.3.4 Lender will review Tenant Documentation during the Compliance Period as part of
its monitoring.
7.4 Tenant Lease.
7.4.1 Developer shall submit to Lender the form of its tenant lease prior to leasing any
HOME Unit. Such lease shall comply with the provisions of 24 CFR Part 92.253 regarding the
following issues:
7.4.1.1 Length of lease term shall not exceed 2 years and may not be shorter
than 1 year for the initial lease term. If the lease is renewed, tenant and
landlord may agree to a longer or shorter term.
7.4.1.2 Lease may not include agreement by tenant to allow landlord to take,
hold or sell tenant's personal property without notice and a court
decision on the rights of the parties.
7.4.1.3 Lease may not include agreement by the tenant to excuse owner or
owner's agents from responsibility for any action or failure to act,
whether intentional or negligent acts.
7.4.1.4 Lease may not authorize landlord to institute a lawsuit without notice to
the tenant.
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New Leaf Community Services — Camp Bowie Apartments Page 21
7.4.1.5 Lease may not include agreement by tenant to waive a jury trial or right
of appeal.
7.4.1.6 Lease may not include an agreement by tenant to pay legal costs of court
proceeding even if the tenant prevails in those proceedings regardless of
outcome.
7.4.1.7 Lease may not include an agreement by the tenant to be sued, to admit
guilt or to a judgment in favor of the owner in a lawsuit brought in
connection with the lease.
7.4.1.8 Lease may not include an agreement by the tenant that the owner may
evict the tenant or household members without instituting civil court
proceedings in which the tenant has the opportunity to present a defense,
or before a court decision on the rights of the parties.
7.4.1.9 Lease may not include an agreement by the tenant to waive the tenant's
right to appeal or otherwise challenge in court a court decision in
connection with the lease.
7.4.1.10 Lease may not include an agreement by the tenant to accept supportive
services that are offered.
7.4.2 Project is prohibited from charging fees not customarily charged in rental housing
(such as laundry room access fees or similar). Parking fees may be charged only to the extent that
such fees are customary for other rental projects in the neighborhood. Services fees (such as
transportation or meals) may be charged only if such services are voluntary. Project Property
Manager must notify City of all fees annually upon City review of HOME -ARP Rents and Project
Utility Allowances.
7.4.3 Termination of Tenancy of HOME -ARP Units.
Developer shall not terminate the tenancy of a HOME -ARP Eligible Household in a
HOME -ARP Unit except for serious or repeated violation of the terms and conditions of the lease;
for violation of applicable federal, state or local laws; or for other good cause. Good cause does
not include an increase in the income of the HOME -ARP Eligible Household. To terminate or
refuse to renew the tenancy, Developer must serve written notice upon the tenant specifying the
grounds for the action at least 30 days before the termination of tenancy.
7.4.4 Revised Lease Forms.
Developer shall provide Lender copies of revised lease forms within 30 days of any change
to its lease form. All changes to Developer's lease form shall comply with the requirement of
Section 7.4.1.
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New Leaf Community Services — Camp Bowie Apartments Page 22
7.5 Tenant Household Characteristics.
7.5.1 Developer shall provide Lender with the information about the household
characteristics of the first tenant renting a HOME -ARP Unit on Exhibit "G" — Project
Compliance Report: Rental Housing,
7.5.2 At Lender's request, Developer shall provide demographic information on all
tenants in the Project in order to show compliance with Section 7.7 during the Compliance Period.
7.6 Tenant Rent.
7.6.1 Rents charged to tenants of the HOME -ARP Units are subject to the HOME -ARP
Guidance and are subject to review and approval by Lender at initial lease up and prior to any rent
increases. Under no circumstances may the maximum rent charged to Qualifying Population
Tenants exceed th HOME -ARP Qualifying Population Rent (generally known as the Low HOME
Rent) minus utility allowances (excluding telephone). Developer agrees to abide by and does
abide by the HUD -approved schedules of HOME -ARP rent levels.
7.6.2 Lender shall provide Developer with information on updated HOME rent limits so
that rents may be adjusted (not to exceed the maximum HOME rent limits). Developer shall
provide Lender annually with information on rents and occupancy of the HOME Units to
demonstrate compliance with 24 CFR Part 92.252 (a) and (b). Lender shall review the rents for
compliance and approve or disapprove them every year.
7.6.3 Any increase in rents for the HOME Units is subject to the provisions of any
outstanding leases for said units. Developer shall provide tenants of the HOME Units with not
less than 30 days prior written notice before implementing any increase in rents.
7.6.4 Lender shall adopt utility allowances in accordance with HOME Regulations and
HUD guidance. Such allowances shall be updated regularly, and shall be furnished to Developer.
Developer shall adjust tenant rents accordingly in compliance with HOME Regulations.
7.7 Tenant Selection.
Within 120 days prior to commencement of initial lease up, Developer must submit to
Lender for Lender's approval Developer's tenant selection policy and criteria that address the
following:
7.7.1 The tenant selection policy must be consistent with the purpose of providing
housing for very low and low income persons.
7.7.2 The tenant selection policy must provide for:
7.7.2.1 Selection of tenants from a written waiting list in the chronological order
of their application, insofar as is practicable;
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New Leaf Community Services — Camp Bowie Apartments Page 23
7.7.2.2 Prompt written notification to any rejected applicant of the grounds for
such rejection; and
7.7.2.3 Bi-lingual leasing and management assistance.
7.7.3 Holders of rental assistance subsidies (such as HUD's Housing Choice Voucher or
similar subsidy) must not be excluded from renting a unit in the Project.
7.7.4 The tenant selection policy must address non-discrimination and affirmative
marketing as discussed in Section 7.8.
7.7.5 Developer shall market Accessible Units in the following order:
7.7.5.1 Within the Project to persons requiring an accessible unit.
7.7.5.2 To persons on the waiting list requiring an accessible unit.
7.7.5.3 To the general community for persons requiring accessible unit.
7.7.5.4 To persons that do not require an accessible unit.
7.7.6 The tenant selection policy must (i) address the lease requirements described in
Section 7.4, (ii) address managing HOME Unit requirements, and (iii) must comply with state and
local tenant/landlord laws.
7.8 Affirmative Marketing.
Developer must adopt and implement affirmative marketing procedures as required by 24
CFR 92.351 and the HOME -ARP Guidance if the Project involves the construction of S or more
HOME -ARP Units. The procedures and requirements must include methods for informing the
public, owners and potential tenants about fair housing laws and policies so as to ensure that all
individuals are given an equal opportunity to participate in the Project without regard to sex, age,
race, color, creed, nationality, national origin, religion, handicap status, disability, familial status,
sexual orientation, gender identity, gender expression or transgender. The procedures shall include
methods to be used by Developer to inform and solicit applications for tenancy from persons in
the housing market area who are not likely to apply for the housing without special outreach (e.g.,
through the use of community organizations, places of worship, employment centers, fair housing
groups, or housing counseling agencies.) The procedures and requirements must designate an
individual who will be responsible for marketing the Project and must establish a clear application
screening plan. Developer's affirmative marketing procedures must be submitted to Lender for
approval prior to implementation; provided however, Lender shall have no responsibility for
affirmative marketing of the Project.
7.8.1 Developer shall keep records describing actions taken to affirmatively market the
HOME -ARP Units and the Project sufficient to enable Lender to assess the results of the
affirmative marketing.
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New Leaf Community Services — Camp Bowie Apartments Page 24
7.9 Prouerty Inspections During Initial Lease -Up of HOME -ARP Units, Annual
Inspections of HOME -ARP Units.
Lender shall inspect units in the Project before they are placed into service. Lender shall
inspect the HOME -ARP Units prior to a HOME -ARP Eligible Household occupying such unit to
ensure that each HOME -ARP Unit meets the appropriate HOME -ARP standards. Thereafter,
Lender will inspect the HOME -ARP Units annually. Developer shall comply with inspection
requirements.
7.10 Proiect Maintenance and Inspections During Compliance Period.
Developer shall ensure that the Project is maintained in accordance with all applicable
HUD property standards for the duration of the Compliance Period, which at a minimum shall be
those property standards required in 24 CFR Part 92. Lender will verify maintenance of the Project
to these standards through on -site inspections every year.
7.11 Violence Against Women Act Requirements.
7.11.1 As applicable, Developer agrees to comply with the Violence Against Women Act
("VAWA") and shall ensure that its property manager shall, at the time of application for a unit
in the Project, provide all potential tenants receiving rental assistance with a Notice of
Occupancy Rights under the Violence Against Women Act in substantially the same fonn as the
form attached and incorporated as Exhibit "N" — VAWA Forms in compliance with VAWA
and 24 CFR Part 92.359 of the HOME Regulations.
7.11.2 Developer agrees that no applicant for a unit in the Project may be denied on the
basis or as a direct result of the fact that they are or have been a victim of domestic violence,
dating violence, sexual assault, or stalking, as long as they would otherwise qualify for the unit.
7.11.3 Developer agrees to be responsible for reviewing VAWA and any applicable
regulations and shall respond to all emergency transfer requests in accordance with the
requirements of those provisions. Developer may request that all tenants requesting an emergency
transfer under VAWA fill out the form attached and incorporated in Exhibit "N" — VAWA
Forms or its own form that is substantially the same.
7.12 PSH ProL3ram, Units and Tenants.
Developer acknowledges that it obtained an allocation of HOME -ARP funds from the
City Council by committing to provide 48 PSH Units in the Project. Developer is responsible for
obtaining project -based vouchers, tenant based rental assistance or other rental assistance to
subsidize the rents for the PSH Units and provide the necessary supportive services to the PSH
Tenants, and if applicable will enter into separate agreements with the entities furnishing the
vouchers and/or the rental assistance and the supportive services. The PSH Program for the Project
will be managed in accordance with the requirements of Exhibit "O" — Requirements for
Permanent Supportive Housing Units, Exhibit "0-1" — Requirements for Permanent
Supportive Housing Case Management, Exhibit "0-2" — Case Management Standards,
Exhibit "0-3" — Performance Reports.
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New Leaf Community Services — Camp Bowie Apartments Page 25
7.12.1 Developer agrees to furnish Lender with final, executed copies of any contracts it
has with its Supportive Services Provider, and agencies or third parties supplying vouchers or other
forms of rental assistance for the PSH Tenants. Such copies of SSP contracts and rental assistance
agreements shall be provided to Lender no less than annually at the time that HOME -ARP Rents
and Utility Allowances are reviewed and approved by Lender.
S. ADDITIONAL HOME --ARP RE,OUIREMENTS.
Developer agrees to comply with all requirements of the HOME and HOME -ARP
Programs as stated in the HOME Regulations and HOME -ARP Guidance, including, but not
limited to the following:
8.1 Environmental Review.
HOME -ARP Funds will not be paid and costs cannot be incurred until Lender has
conducted and completed an environmental review and completed an Environmental Review
Record as required by 24 CFR Part 58. The environmental review may result in a decision to
proceed with, modify, or cancel the Project. Further, 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) Developer shall repay to Lender any HOME -ARP Funds received and forfeit any future
payments of HOME -ARP Funds within thirty days of receiving notice from Lender; and (iii)
Developer shall pay 10% of the Loan to Lender as liquidated damages within thirty days
after notice from Lender. The Parties agree that Lender'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, a repayment of funds to HUD by Lender or otherwise impact
Lender's HOME or HOME -ARP grant or other Federal grant funds. Therefore, the Parties
agree that payment of 10% of the Loan amount by Developer to Lender under this Section
is liquidated damages and not a penalty. Lender acknowledges that it has completed and
approved this requirement.
8.1.1 Mitigation.
Developer agrees to 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 HOME -ARP Funds, and that such commitment
or approval may occur only upon satisfactory completion of environmental review and receipt by
Lender of an authorization to use grant funds from HUD under 24 CFR Part 58.
8.3. Monitoring.
8.3.1 Developer understands and agrees that it will be subject to monitoring by Lender
for compliance with the HOME Regulations and the HOME -ARP Guidance, the terms of this
Contract, and the Loan Documents, during the Compliance Period. Developer shall provide
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New Leaf Community Services — Camp Bowie Apartments Page 26
reports and access to Project files as requested by Lender during the Compliance Period and for 5
years after it ends. Such records may be produced digitally by Developer.
8.3.2 Representatives of Lender, 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 HOME Funds and the requirements of the HOME Regulations
during the Compliance Period, and to Developer's officers, agents, employees, contractors,
subcontractors and vendors for the purpose of such monitoring.
8.3.3 In addition to other provisions of this Contract regarding frequency of monitoring,
Lender reserves the right to perform desk reviews or on -site monitoring of Developer's compliance
with the terms and conditions of this Contract and the Loan Documents. After each monitoring
visit, Lender 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 ternination of
this Contract as provided herein, or Lender may take all actions allowed in the Contract and the
Loan Documents.
8.3.4 Developer agrees to annually provide to Lender the results of any state or federal
monitoring related to the Project including any monitoring by TDHCA, if applicable. Such results
shall be submitted annually to Lender with the submission of its annual audit and financial
statements.
8.3.5 This Section 8.3 shall be applicable for the duration of the Compliance Period
and shall survive the earlier termination or expiration of this Contract.
8.4 Compliance with the Uniform Relocation Act.
If applicable, Developer shall comply with the relocation requirements of 24 CFR Part
92.353 and all other applicable federal and state laws and City ordinances and requirements
pertaining to relocation.
8.5 Compliance with Davis -Bacon Act.
If applicable, Developer and its general contractor and all lower tier subcontractors shall
comply with the Davis -Bacon Act as described in Section 14.14 and Exhibit "H" — Federal
Labor Standards Provisions - Davis -Bacon Requirements.'
8.6 Developer Procurement Standards.
Developer shall ensure that procurement of materials and services is done in a cost effective
manner, that Developer complies with all applicable federal, state and local laws, regulations, and
ordinances for malting procurements under this Contract or the Developer Loan Agreement.
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New Leaf Community Services — Camp Bowie Apartments Page 27
8.7 Cost Principles/Cost Reasonableness.
The eligibility of costs incurred for performance rendered shall be determined in
accordance 2 CFR Part 200.402 through 2 CFR Part 200.405, as applicable, regarding cost
reasonableness and allocability.
8.8 Financial ManaLyement Standards.
Developer shall 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.
8.9 Uniform Administrative Requirements.
Developer shall comply with the Uniform Administrative Requirements, Cost Principles,
and Audit Requirements for Federal Awards in 2 CFR Part 200, as applicable, or any reasonably
equivalent procedures and requirements that Lender may require.
8.10 Compliance with FFATA and Whistleb lower Protections.
Developer shall provide Lender with all necessary information for Lender 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.
8.10.1 Developer shall provide Lender its DUNS number prior to the payment of any
Reimbursement Requests.
8.11 Internal Controls.
In compliance with the requirements of 2 CFR 200.303, Developer shall:
8.11.1 Establish and maintain effective internal control over the HOME -ARP Funds that
provides reasonable assurance that Developer is managing the HOME -ARP Funds in compliance
with federal statutes, regulations, and the terms and conditions of this Contract. These internal
controls shall be in compliance with guidance in "Standards for Internal Control in the Federal
Government" issued by the Comptroller General of the United States or the "Internal Control
Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO");
8.11.2 Comply with federal statutes, regulations, and the terms and conditions of this
Contract;
8.11.3 Comply with statutes, regulations and the terms and conditions of this Contract and
the Loan Documents;
8.11.4 Take prompt action when instances of noncompliance are identified including
noncompliance identified in audit findings; and
8.11.5 Take reasonable measures to safeguard protected personally identifiable
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New Leaf Community Services — Camp Bowie Apartments Page 28
information and other information that HUD or Lender designates as sensitive or Developer
considers sensitive consistent with applicable federal, state, local and tribal laws regarding privacy
and obligations of confidentiality.
8.12 Copyright and Patent Rights.
No reports, maps, or other documents produced in whole or in part under this Contract shall
be the subject of an application for copyright by or on behalf of Developer. HUD and Lender 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. To the extent consistent with HUD regulations, this
provision shall not apply to copyright or other intellectual property belonging to third parties such
as architects and other design professionals.
8.13 Terms Applicable to Contractors, Subcontractors and Vendors.
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 HOME -
ARP Funds or who perform any work in connection with the Project. 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 Compliance Requirements and the HOME Regulations and the HOME -ARP
Guidance during the Compliance Period. Developer shall monitor the services and work
perforined by its contractors, subcontractors and vendors on a regular basis for compliance with
the Compliance Requirements, the HOME -ARP Guidance and the HOME Regulations and
Contract provisions. Developer understands and agrees it is responsible and obligated to cure all
violations of the HOME -ARP Guidance and the HOME Regulations committed by its contractors,
subcontractors or vendors. Lender maintains the right to insist on Developer's full compliance
with the terms of this Contract and the HOME -ARP Guidance and HOME Regulations and
Developer shall be responsible for such compliance regardless of whether actions to fulfill the
requirements of this Contract or the HOME -ARP Guidance and the HOME 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 Compliance Period and for 5 years
thereafter.
8.14 Payment and Performance Bonds.
Developer shall furnish Lender with payment and performance bonds in the total amount
of the construction cost in accordance with the requirement of 2 CFR Part 200.325. At Lender's
discretion other forms of assurance, including a guarantee from Developer or other parties on
Developer's behalf, may be acceptable in place of a payment and performance bond so long as
such assurance meets the requirements of the HOME Regulations.
8.15 Compliance with HOME -ARP Guidance and the HOME Requirements by
Property Manager.
Developer will ensure that the property manager complies with the HOME -ARP
Guidance, the HOME Requirements, including, but not limited to, adding a provision in its
property management agreement that the property manager will follow the HOME -ARP
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New Leaf Community Services — Camp Bowie Apartments Page 29
Requirements outlined in Exhibit "M" — HOME -ARP Requirements and attaching it as an
exhibit to its property management agreement.
9. RECORD ICE' EPING, REPORTING AND DOCUMENTATION REQUIREMENTS,,.
RIGHT TO AUDIT.
9.1 Record Keeping.
9.1.1 Developer shall maintain a record -keeping system as part of its performance of this
Contract and shall promptly provide Lender with copies of any document Lender deems necessary
for the effective fulfillment of Lender's monitoring and evaluation responsibilities. Specifically,
Developer shall 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
Compliance 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.
Lender 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
Compliance Period and for 5 years thereafter. Such access shall be during regular business hours
upon at least 48 hours prior notice.
9.1.3 Use of HMIS Svstem.
Developer shall ensure that Property Manager and or Supportive Services Provider
document the nature and extent of all services and housing assistance provided to PSH Tenants in
the local HMIS System as well as all other relevant data that may be necessary for Lender and the
local Continuum of Care to monitor and evaluate performance and tenant retention or housing
stability at the Project.
9.2 Reports.
Developer shall submit to Lender all reports and documentation described in this Contract
in such form as Lender may prescribe, which may also include a final performance and/or final
financial report if required by Lender at the termination of this Contract and/or the termination of
the Loan in such form and within such times as Lender may prescribe. Developer shall be
responsible for the submission of all reports to the extent Developer has not submitted such report.
Lender shall notify Developer of any such failure by Developer and shall provide 45 days' notice
as required herein for Developer to cure. Failure to require the submission or Developer's
failure to actually submit any report or documentation to Lender required by this Contract
shall be an event of default and Lender may exercise all of it remedies for default under this
Contract, and the Loan Documents. Lender shall not exercise its rights hereunder for default
until it gives Developer 45 days' notice of such failure and Developer has failed to cure such
default.
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9.2.1 Additional Information.
Developer shall provide Lender with additional information as may be required by state or
federal agencies to substantiate HOME -ARP Program activities and/or expenditure eligibility.
9.3 Change in Reporting Requirements and Forms.
Lender retains the right to change reporting requirements and forms at its reasonable
discretion. Lender 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 and any other necessary
documents reflecting such change, if necessary.
9.4 Lender Reserves the Right to Audit.
Lender reserves the right to perfonn an audit of Developer's Project operations and
finances at any time during the teen of this Contract and during the Compliance Period and for 5
years thereafter, if Lender determines that such audit is necessary for Lender's compliance with
the HOME Regulations or other City policies. Developer agrees to allow access to all pertinent
materials as described herein. If such audit reveals a questioned practice or expenditure, Developer
shall require that such questions must be resolved within 15 Business Days after notice to
Developer of such questioned practice or expenditure. If questions are not resolved within this
period, Lender reserves the right to withhold further funding under this Contract, the Developer
Loan Agreement, and/or other contract(s) Developer. IF AS A RESULT OF ANY AUDIT IT
IS DETERMINED THAT DEVELOPER HAS FALSIFIED ANY DOCUMENTATION OR
MISUSED, MISAPPLIED OR MISAPPROPRIATED HOME FUNDS OR SPENT HOME -
ARP FUNDS ON ANY INELIGIBLE ACTIVITIES, DEVELOPER AGREES TO
REIMBURSE LENDER THE AMOUNT OF SUCH MONIES PLUS THE AMOUNT OF
ANY SANCTIONS, PENALTY OR OTHER CHARGE LEVIED AGAINST LENDER BY
HUD BECAUSE OF SUCH ACTIONS WITHIN THIRTY DAYS FROM THE DATE THE
LENDER PROVIDES NOTICE.
10. REIMBURSEMENT REQUIREMENTS.
Developer shall provide Lender 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). This report
must be signed by an authorized signatory of Developer. By signing Attachment I, Developer is
certifying that the costs are valid, eligible, and consistent with the terns and conditions of this
Contract, and the data contained in the report is true and correct.
10.2 Attachment II — Expenditure Worksheet.
This report shall itemize each expense requested for reimbursement by Developer. In order
for this report to be complete the following must be submitted:
10.2.1 Invoices for each expense with an explanation as to how the expense pertains
to the Project, if necessary; and
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New Leaf Community Services — Camp Bowie Apartments Page 31
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.
Developer shall submit all Reimbursement Requests along with Complete Documentation
to Lender within 60 calendar days from each of the deadlines as shown in Exhibit "C" —
Construction and Reimbursement Schedule.
10.3.1 LENDER 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 LENDER SHALL HAVE NO OBLIGATION TO MAKE PAYMENT ON
ANY REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 30
CALENDAR DAYS AFTER THE COMPLETION DEADLINE.
10.3.3 Final Pavment.
Developer shall not be reimbursed for Final Payment until it submits Exhibit "G" —
Project Compliance Report: Rental Housing to Lender.
10.4 Withholding Pavment.
LENDER SHALL WITHHOLD PAYMENT ON ANY REIMBURSEMENT
REQUEST THAT DOES NOT INCLUDE THE REQUIRED COMPLETE
DOCUMENTATION. Lender shall notify Developer when it is withholding payment due
to lack of required complete documentation within 10 Business Days of making such
determination.
11. DEFAULT AND TERMINATION.
11.1 Failure to Begin or Complete the Required Imnrovements
11.1.1 If Developer fails to begin construction within 6 months after receiving its
required permits from the City, this Contract shall automatically terminate without further warning
or opportunity to cure, and with no penalty or liability to Lender.
11.1.2 If Lender 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), within 45 calendar days following written notice by
Lender (or such other longer notice period as may be specified herein), or if Developer has
diligently and continuously attempted to cure following receipt of such written notice but
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New Leaf Community Services — Camp Bowie Apartments Page 32
reasonably required more than 45 calendar days to cure, as determined by both Parties mutually
and in good faith, Lender shall have the right to terminate this Contract with no penalty or liability
to Lender, with such termination to be effective immediately upon written notice. Lender shall
also be entitled to demand repayment of the HOME -ARP Funds from Developer and enforce any
of the provisions of Loan documents for default.
11.2 Failure to Submit Complete Documentation Durine 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 HOME Regulations as determined
by Lender, Lender will notify Developer in writing and Developer will have 15 calendar days from
the date of the written notice to submit or resubmit any such report or documentation. If Developer
fails to submit or resubmit any such report or documentation within such time, Lender shall have
the right to withhold payments. If such failure continues for an additional 30 days (a total of 45
days) Lender shall have the right to terminate this Contract effective immediately upon
written notice of such intent with no penalty or liability to Lender. Notwithstanding anything
to the contrary herein, Lender will not be required to pay any HOME -ARP Funds to Developer
during the period that any such report or documentation is not in compliance with this Contract or
the HOME Regulations or the HOME -ARP Guidance.
11.2.2 If any of Developer's Reimbursement Requests are incomplete or otherwise not
in compliance with this Contract or the HOME Regulations or the HOME -ARP Guidance as
determined by Lender, Lender will notify Developer in writing of such default and Developer will
have 15 calendar days from the date of the written notice to resubmit any such Reimbursement
Request to cure the default. If Developer fails to cure the default within such time, Developer shall
forfeit any payments otherwise due under such Reimbursement Request, and if such failure to
resubmit such Reimbursement Request continues for an additional 30 days (a total of 45 days) the
Lender shall have the right to terminate this Contract effective immediately upon written
notice of such intent with no penalty or liability to Lender. Notwithstanding anything to the
contrary herein, Lender will not be required to pay any HOME -ARP Funds to Developer during
the period that any such Reimbursement Request is not in compliance with this Contract or the
HOME Regulations or the HOME -ARP Guidance.
11.2.3 In the event of more than 3 instances of uncured default under Sections
11.2.1 or 11.2.2 which have a material adverse impact on the Project, Lender 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 Lender. For purposes of this provision, "material
adverse impact" means any condition that could reasonably be expected to have a material adverse
change in or a materially adverse effect upon any of. (a) the value, financial condition, operations,
of the Property or Required Improvements; (b) Lender's ability to have recourse against the
Property or Required Improvements; (c) the rights and remedies of Lender under any Loan
Documents, this Contract or the present or future ability of Developer to perform its obligations;
(d) the validity, priority, perfection or enforceability of any FWHFC Loan Document, this Contract
or any other Loan Document; (e) the ability of any Party to perform its obligations under any Loan
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New Leaf Community Services — Camp Bowie Apartments Page 33
Document to which it is a party; or (f) the validity or enforceability of any Loan Document or the
rights and remedies of any agent or any lender.
11.2.4 Notwithstanding anything to the contrary herein, Lender will not be required to
pay any HOME -ARP 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 HOME
Regulations or the HOME -ARP Guidance, 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 HOME -ARP 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 HOME -ARP Funds already paid to
Developer must be repaid to Lender by Developer within 30 days of termination under this Section.
Failure to repay such HOME -ARP Funds will result in Lender exercising all legal remedies
available to Lender 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,
Compliance 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 HOME -ARP Regulations as determined by Lender, Lender will notify
Developer in writing and Developer will have 45 calendar days from the date of the written notice
to obtain or recreate the missing records or documentation, or submit or resubmit any such report
or documentation to Lender.. If Developer fails to maintain the required reports or documentation,
or submit or resubmit any such report or documentation within such time, Lender shall have the
right to terminate this Contract effective immediately upon written notice of such intent with
no penalty or liability to Lender. In the event of termination under this Section 11.3, any
HOME -ARP Funds paid to Developer must be repaid to Lender by Developer within 30 days
of termination, and that failure to repay such HOME -ARP Funds will result in Lender
exercising all legal remedies available to Lender under this ' Contract and the Loan
Documents.
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, the Loan Documents, or breaches any term of its loan agreements that
use other funds from Lender or the Fort Worth Housing Finance Corporation related to the Project.
In the event that such a breach remains uncured after 45 calendar days following written notice by
Lender, or if Developer has diligently and continuously attempted to cure following receipt of such
written notice but reasonably required more than 45 calendar days to cure, as determined by both
Parties mutually and in good faith, Lender shall have the right to elect, in Lender's sole discretion,
to (i) extend Developer's time to cure, (ii) terminate this Contract effective immediately upon
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New Leaf Community Services — Camp Bowie Apartments Page 34
written notice of such intent to Developer, or (iii) pursue any other legal remedies available to
Lender.
11.4.2 Developer acluiowledges that Lender's remedies may include but are not
limited to:
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 Compliance 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 HOME -ARP Funds for the activities.
11.4.2.4 Reprogram HOME -ARP Funds that have not yet been expended
from affected activities to other eligible activities or withhold
HOME -ARP Funds.
11.4.2.5 Direct Developer to reimburse Lender in any amount of HOME -
ARP Funds not used in accordance with the HOME -ARP
Regulations.
11.4.2.6 Suspend reimbursement of HOME -ARP 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, the Loan Documents, or
any other contracts held by Lender with Developer, and any other
available remedies.
11.4.3 In the event of termination under this Section 11.4, all HOME -ARP 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 HOME -ARP Funds already paid to
Developer must be repaid by Developer to Lender within 30 days of termination. Failure to repay
such HOME -ARP Funds will result in Lender exercising all legal remedies available to
Lender under this Contract and the Loan Documents.
11.5 No Funds Disbursed While in Breach.
Developer acknowledges and agrees that no HOME -ARP Funds will be paid to Developer
until all defaults are cured to Lender's satisfaction.
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New Leaf Community Services — Camp Bowie Apartments Page 35
11.6 No Compensation After Date of Termination.
Developer acknowledges that in the event of termination, Developer shall not receive any
HOME -ARP Funds in compensation for work undertaken after the date of termination.
11.7 Rights of Lender Not Affected.
Developer acknowledges that termination shall not affect or terminate any of the existing
rights of Lender 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 Lender
under the law and various loan documents including, but not limited to, compelling Developer to
complete the Required Improvements in accordance with the terms of the Contract or the Loan
Documents. Such tennination does not terminate any applicable provisions of this Contract that
have been expressly noted as surviving the teen or termination of this Contract. No delay or
omission by Lender in exercising any right or remedy available to it under this Contract shall
impair any such right or remedy or constitute a waiver or acquiescence in any Developer default.
11.8 Waiver of Breach Not Waiver of Subsequent Breach.
The waiver of a breach of any term, covenant, or condition of this Contract or the Loan
Documents 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 Developer acknowledges that Lender may terminate this Contract in the event
of Developer's default under this Contract, inability, or failure to perform, subject to notice, grace
and cure periods. In the event Lender tenninates this Contract for cause, all HOME -ARP 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 I30ME-ARP Funds already paid to
Developer must be repaid to Lender by Developer within 30 calendar days of termination. Failure
to repay such HOME -ARP Funds will result in Lender exercising all legal remedies available to
Lender under this Contract and the Loan Documents. IF LENDER TERMINATES THIS
CONTRACT FOR CAUSE, NEITHER DEVELOPER, NOR ANY AFFILIATES OF
DEVELOPER, SHALL BE CONSIDERED FOR ANY OTHER CITY CONTRACT FOR
HOME -ARP FUNDS FOR A MINIMUM OF 5 YEARS FROM THE DATE OF
TERMINATION.
11.10.2 Developer may terminate this Contract if Lender does not provide the HOME -
ARP 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, all HOME -ARP Funds shall be repaid to Lender by
Developer within 30 calendar days, and no terms or obligations shall survive the date of
tennination, including but not limited to, reporting, inspections or the Compliance Period.
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New Leaf Community Services — Camp Bowie Apartments Page 36
Termination for Convenience.
In terminating in accordance with 2 CFR 200, Appendix H, this Contract may be tenninated
in whole or in part only as follows:
11.11.1 By Lender 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 Lender 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, Lender may terminate the Contract in its entirety
if Lender determines in its sole discretion that the remaining portion of the Contract to be
performed or HOME -ARP 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, unless,
with City permission, the Contract has been assigned and the Loan assumed by the assignee. In
the event of termination under this Section, all HOME -ARP Funds are subject to repayment as
required herein and/or Lender may exercise all of its remedies under this Contract and the
Loan Documents.
11.13 Reversion of Assets.
Developer acknowledges that in the event this Contract is terminated with or without cause
by either party, all tangible personal property owned by Developer that was acquired or improved
with the HOME -ARP Funds included but not limited to plans, drawings, surveys, renderings,
construction documents and any other real or personal property shall belong to Lender and shall
automatically transfer to Lender or to such assignees as Lender may designate.
12. REPAYMENT OF HOME -ARP FUNDS.
All HOME -ARP Funds are subject to repayment in the event the Project does not meet the
requirements as set out in this Contract or in the HOME Regulations and the HOME -ARP
Guidance. If Developer takes any action that results in Lender being required to repay all or
any portion of the HOME -ARP Funds to HUD, Developer agrees it will reimburse Lender
for the full amount such repayment within 30 days of such notice. If Developer takes any
action that results in Lender receiving a finding from HUD about the Project, whether or
not repayment to HUD is required of Lender, Developer agrees it will pay Lender an
additional 10% of the Loan amount as liquidated damages. Developer acknowledges that
Lender'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 Lender's HOME -ARP grant or other Federal grant funds, in addition to a finding
by HUD or a repayment of funds to HUD by Lender; therefore, the Parties agree that
payment under this Section of 10% of the Loan amount by Developer to Lender is liquidated
damages and not a penalty.
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New Leaf Community Services — Camp Bowie Apartments Page 37
13. MATERIAL OWNERSHIP CHANGE.
Except for Permitted Transfers in accordance with the terms of the Deed of Trust, the Deed
Restriction, and transfers or assignment of this Contract and an assumption of the Loan consented
to by City, if ownership or control of Developer materially changes after the date of this Contract,
Lender may, but is not obligated to, tenninate this Contract. Lender has 30 days to make such
determination after receipt of notice from Developer of a material ownership change and failure
to make such determination in that time period will constitute a waiver. In the event of tennination
under this Section 13, all HOME -ARP 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, and any HOME -ARP Funds already paid to Developer must be repaid to Lender within 30
days of termination under this Section.
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 Lender. 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 Lender and Developer, any
officers, members, agents, servants, employees, contractors, subcontractors, vendors, tenants,
licensees or invitees. Nothing herein shall be construed as the creation of a partnership or joint
enterprise between Lender and Developer. It is further understood that Lender shall in no way be
considered a Co -employer or a Joint employer of Developer or any officers, agents, servants,
employees or subcontractor of Developer. Neither Developer nor any officers, agents, servants,
employees or subcontractor of Developer shall be entitled to any employment benefits from
Lender. Developer shall be responsible and liable for any and all payment and reporting of taxes
on behalf of itself, and any of its officers, agents, servants, employees or subcontractor. Lender
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.
Lender shall under no circumstances be responsible for any property belonging to
Developer, any 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, TO THE EXTENT PERMITTED BY APPLICABLE LAW, HEREBY
INDEMNIFIES AND HOLDS HARMLESS CITY AND ITS OFFICERS, AGENTS, AND
EMPLOYEES FROM ANY AND ALL CLAIMS OR SUITS PERTAINING TO OR
CONNECTED WITH SUCH PROPERTY, SAVE AND EXCEPT THOSE ARISING OUT
OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE CITY, ITS
OFFICERS, AGENTS OR EMPLOYEES.
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New Leaf Community Services — Camp Bowie Apartments Page 38
14.4 Religious Organization.
Developer acknowledges that no portion of the HOME -ARP 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 HOME -ARP -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.
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,
perfonnance 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.
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 Paragraph Headings for Reference Onlv, No Legal Significance; Number.
The paragraph headings contained herein are for convenience in reference to this Contract
and are not intended to define or to limit the scope of any provision of this Contract. When context
requires, singular nouns and pronouns include the plural and the masculine gender shall be deemed
to include the feminine or neuter and the neuter gender to include the masculine and feminine.
The words "include" and "including" whenever used herein shall be deemed to be followed by the
words "without limitation'.
14.10 Compliance With All Applicable Laws and Regulations.
Developer shall 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:
➢ HOME Investment Partnerships Act as set out above
➢ Section 3205 of the American Rescue Plan Act of 2021 (Publication Law 117-2)
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New Leaf Community Services — Camp Bowie Apartments Page 39
➢ The McKinley-Vento Homeless Assistance Act, as amended
➢ 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.), 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 arnended (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
➢ Regulations at 24 CFR Part 882.708(c) pertaining to site and neighborhood standards
for new construction projects
➢ Regulations at 24 CFR Part 983.6 for Site and Neighborhood Standards Review
➢ 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
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New Leaf Community Services — Camp Bowie Apartments Page 40
➢ Section 3 of the Housing and Urban Development Act of 1968, and implementing
regulations related to housing and community development financial assistance at 24
CFR Part 75
➢ Lead -Based Paint Poisoning Prevention Act (42 U.S.C. 4801 et seq.), as 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
➢ Regulations at 24 CFR Part 92, Home Investment Partnerships Program Final Rule
➢ 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
➢ Broadband Infrastructure Requirements, 24 CFR Part 5.100 and Section 706 of the
Telecommunications Act of 1996, 47 U.S.C. 1302
14.11 HUD -Assisted Proiects and Emplovment and other Economic
Opportunities; Section 3 Requirements.
14.11.1 Requirement to be included in Construction Contracts.
As mandated by Section 3 of the Housing and Urban Development Act of 1968 and
its related regulations at 24 CFR Part 75, Developer and Project Construction Contractors shall,
to the greatest extent feasible, provide employment opportunities to low and moderate income
workers and to low and moderate income residents of the Project Service Area and to businesses
owned by or employing low and moderate income workers, as further defined and described in the
Sections below.
14.11.2 Section 3 Definitions
14.11.2.1 Section 3 Worker means either a) a worker whose income is below
the income established by HUD for Section 3 compliance, which is 80% of the area median
income, or b) a worker that is employed by a Section 3 Business.
14.11.2.2 Targeted Section 3 Worker means a worker that lives within the
Project Service area and also meets the definition of a Section 3 Worker.
14.11.2.3 Section 3 Business means a business that meets one of the following
conditions: a) is at least 51% owned by low or moderate income persons; b) has had over 75% of
its labor hours performed over the last the months by low or moderate income persons; or c) is at
least 5 1 % owned by public housing residents or residents that currently live in Section 8-assisted
housing.
14.11.2.4 Project Service Area means the geographic area within one mile of
the Project Site which includes 5000 population, or the geographic area around the Project Site
which is large enough to include 5000 residents, as represented on Section 3 Project Service Area
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New Leaf Community Services — Camp Bowie Apartments Page 41
Map attached as Exhibit " I-1" to this Contract.
14.11.3 Developer's Responsibilities for Section 3 Requirements.
Lender and Developer understand and agree that compliance with the provisions of
Section 3, the regulations set forth in 24 CFR Part 75, and all applicable rules and orders of HUD
shall be a condition of the federal financial assistance provided to the Project binding upon Lender
and Developer, and their respective successors, assigns, contractors and subcontractors. Failure to
fulfill these requirements shall subject Developer and its contractors and subcontractors and their
respective successors and assigns to those sanctions specified by the grant agreement through
which federal assistance is provided and to such sanctions as are specified by 24 CFR Part 75.
Developer's responsibilities for fulfilling Section 3 requirements include:
14.11.3.1 Implementing procedures to notify potential Section 3 Workers and
Section 3 Businesses about training, employment, and contracting
opportunities generated by this Contract; ;
14.11.3.2 Notifying potential contractors working on Section 3 covered
projects of their responsibilities;
14.11.3.3 Facilitating the training and employment of Section 3 Workers and
the award of contracts to Section 3 Businesses;
14.11.3.4 Assisting and actively cooperating with the Neighborhood Services
Department in making contractors and subcontractors comply;
14.11.3.5 Documenting actions taken to comply with Section 3; and
14.11.3.6 Submitting Section 3 Reports to Lender as further described below.
14.11.4 Section 3 Reporting Requirements.
In order to comply with the Section 3 requirements, Developer must:
14.11.4.1 Report to Lender within 30 days of award of the prime construction
contract, and regularly thereafter, the names, hourly wages, hours
worked, and related required information for all nonprofessional
workers working on the Project, as shown on Exhibit I-1. This
information must be reported through Lender's designated Section
3 and Davis -Bacon reporting software. These reports shall be
submitted monthly, or with each construction draw request.
14.11.4.2 Require the Prime Contractor and all subcontractors to provide the
information required by Exhibit I-1 via Lender's designated Section
3 reporting software.
14.11.4.3 Submit, via Lender's designated Section 3 reporting software, or on
applicable forms as attached to this Contract, certifications
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regarding the Section 3 Worker and Targeted Section 3 Worker
status of all nonprofessional workers on the Project.
14.11.4.4 Require all subcontractors to complete and submit Section 3
Business Certifications for subsequent submission to Lender.
14.11.4.5 Advertise employment opportunities created by the Project to the
public for open competition within the City of Fort Worth, and
within the Project Service Area(s), and provide copies of such
advertisements to Lender with each quarterly Section 3 report, in
the form of printout of Texas Workforce Commission posting, copy
of newspaper advertisement, copy of flyers and listing of locations
where flyers were distributed, and the like.
14.11.4.6 Report to Lender within 30 days of award of the Contract to the
Prime Contractor, and on a monthly basis thereafter, a list of all
contracts awarded to to subcontractors for the Project. This shall
include name of all such subcontractors, their, addresses, zip codes,
and the amounts of each subaward as of the date of the report, as
well as the contact information for each subcontractor's Human
Resources Department or primary hiring official.
14.11.4.7 Participate in, and require the Prime Contractor and subcontractors
to participate in at least one Neighborhood/Project Service Area Job
Fair organized by the Neighborhood Services Department to
promote employment of Section 3 and Targeted Section 3 Workers
during the contract period.
14.11.4.8 Coordinate and cooperate with Lender in efforts to publicize
employment and contracting opportunities associated with the
Project, including programs of Lender's Minority and Women's
Business Enterprise (MWBE) office, as described herein.
14.11.5 This Section 14.11 shall be included in its entirety in all Project construction
contracts or subcontracts totaling $200,000 or more.
14.12 Prohibition Against Discrimination.
14.12.1 General Statement.
Developer, in the execution, performance or attempted performance of this Contract shall
comply with all non-discrimination requirements of 24 CFR 92.350 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.
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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.
14.12.2 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 or a substantially similar provision in all contracts with its contractors and vendors:
(Contractor's. Subcontractor's or Vendor's' Namel 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 Namel will take of imative action to ensure that applicants
are hired without regard to race, color, sex, gender, religion, national origin, familial status,
disability or perceived disability, sexual orientation, gender identity, gender expression or
transgender and that employees are treated fairly during employment without regard to
their race, color, sex, gender, religion, national origin, familial status, disability or
perceived disability, sexual orientation, gender identity, gender expression or transgender.
Such action shall include, but not be limited to, the following: employment, upgrading,
demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of
pay or other forms of compensation, and selection for training, including apprenticeship.
(Contractor's, Subcontractor's or Vendor's Nainel agrees to post in conspicuous places,
available to employees and applicants for employment, notices setting forth the provisions
of this nondiscrimination clause.
(Contractor's, Subcontractor's or Vendor's Namel will, in all solicitations or
advertisements for employees placed by.or on behalf of (Contractor's. Subcontractor's or
Vendor's Nmnel , state that all qualified applicants will receive consideration for
employment without regard to race, color, sex, gender, religion, national origin, familial
status, disability or perceived disability, sexual orientation, gender identity, gender
expression or transgender.
[Contractor's. Subcontractor's or Vendor's Namel covenants that neither it nor any of its
officers, members, agents, employees, or contractors, while engaged in 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.
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(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.
14.12.3 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 TO THE EXTENT PERMITTED BY APPLICABLE LAW,
DEFEND, INDEMNIFY AND HOLD CITY HARMLESS AGAINST ANY CLAIMS OR
ALLEGATIONS ASSERTED BY THIRD PARTIES, CONTRACTORS,
SUBCONTRACTORS OR VENDORS AGAINST CITY ARISING OUT OF ITS AND/OR
ITS CONTRACTORS', SUBCONTRACTORS', VENDORS', AGENTS' OR
EMPLOYEES' ALLEGED FAILURE TO COMPLY WITH THE ABOVE -REFERENCED
LAWS CONCERNING DISABILITY DISCRIMINATION IN THE PERFORMANCE OF
THIS CONTRACT.
14.13 Conflict of Interest and Violations of Criminal Law.
14.13.1 Developer 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 Lender any conflict of interest or
potential conflict of interest described above, immediately upon discovery of such.
14.13.2 General Prohibition Against Conflicts of Interest.
No persons who are employees, agents, consultants, officers or elected officials or
appointed officials of Lender or of Developer who exercise or have exercised any functions or
responsibilities with respect to activities assisted with HOME funds or who are in a position to
participate in a decision -malting process or gain inside information with regard to these activities
may occupy a HOME Unit, may obtain a financial interest or benefit from a HOME -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 farnily or business ties,
during their tenure or for 1 year thereafter, unless they are accepted in accordance with the
procedures set forth at 24 C.F.R. Part 92.356.
14.13.2.1 Developer shall establish conflict of interest policies for Federal
Awards and shall provide such policies in writing to Lender in
accordance with the requirements of 2 CFR Part 200.112.
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14.13.3 Disclosure of Conflicts of Interest.
In compliance with 2 CFR Part 200.112, Developer is required to timely disclose to Lender
in writing any potential conflict of interest, as described in this Section.
14.13.4 Disclosure of Texas Penal Code Violations.,
Developer will adhere to the provisions of the Texas Penal Code which prohibits bribery
and gifts to public servants.
14.13.5 Disclosure of Federal Criminal Law Violations.
In compliance with 2 CFR Part 200.113, Developer is required to timely disclose to Lender
all violations of federal criminal law involving fraud, bribery or gratuity violations potentially
affecting this Agreement.
14.14 Labor Standards.
Developer acknowledges and agrees to the following:
14.14.1 As applicable, Developer agrees to comply with the requirements of the
Secretary of Labor in accordance with the Davis -Bacon Act (40 U.S.C. 276a-7) as amended, the
provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq.) and all other
applicable Federal, state and local laws and regulations pertaining to labor standards insofar as
those acts apply to the performance of this Contract. Developer agrees to comply with the
Copeland Anti -Kick Back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the
United States Department of Labor at 29 CFR Part 5. Developer shall maintain documentation
that demonstrates compliance with hour and wage requirements of this *Contract and HOME
Regulations. Such documentation shall be made available promptly to Lender for review upon
request.
14.14.2 Developer agrees that, except with respect to the rehabilitation or construction
of residential property containing less than 12 units assisted with HOME funds, all contractors
engaged under contract for construction, renovation or repair work financed in whole or in part
with assistance provided under this Contract, shall comply with Federal requirements adopted by
Lender pertaining to such contracts and with the applicable requirements of the regulations of the
Department of Labor under 29 CFR Parts 1, 3, 5 and 7 governing the payment of wages and ratio
of apprentices and trainees to journey workers; provided that, if wage rates higher than those
required under these regulations are imposed by state or local law, nothing hereunder is intended
to relieve Developer of its obligation, if any, to require payment of the higher wage. Developer
shall cause or require to be inserted in full, in all such contracts subject to such regulations,
provisions meeting the requirements of this paragraph.
14.14.3 If Davis -Bacon is applicable, Developer shall provide Lender access to
employee payrolls, contractor and subcontractor payrolls and other wage information for persons
performing construction of the Required Improvements. Payrolls must be. submitted to the
Neighborhood Services Department with each Reimbursement Request, and must be available to
Neighborhood Services Department staff upon request. In addition, Developer shall ensure that
Lender will have access to employees, contractors and subcontractors and their respective
employees in order to conduct onsite interviews with laborers and mechanics. Developer shall
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inform its contractors and subcontractors that Lender or federal agencies may conduct periodic
employee wage interview visits during construction of the Project to ensure compliance.
14.15 Subcontracting with Small and Minoritv Firms, Women's Business
Enterprises and Labor Surplus Areas.
14.15.1 For contracts $100,000.00 or larger, Developer agrees to abide by Lender's
policy to involve certified Business Equity Firms and to provide them equal opportunity to
compete for contracts for construction, provision of professional services, purchase of equipment
and supplies and provision of other services required for the completion of the Project, as stated
herein. For this Contract, Developer must comply with all federal Section 3 requirements.
Additionally, Developer must make good faith efforts to work with the City of Fort Worth's
Diversity and Inclusion Department to ensure that Business Equity Firms certified with the City
are engaged to the extent possible for any covered contracts procured after the effective date of
this Contract.
14.15.2 Developer acknowledges and agrees that it is national policy to award a fair
share of contracts to disadvantaged business enterprises ("DBEs"), small business enterprises
("SBEs"), minority business enterprises ("MBEs"), and women's business enterprises ("WBEs").
Accordingly, affirmative steps must be taken to assure that DBEs, SBEs, MBEs, and WBEs are
utilized when possible as sources of supplies, equipment, construction and services.
14.15.3 In order to comply with the reporting requirements of 24 CFR Part 92.508
(a)(7)(ii), Developer must submit the form attached hereto as Exhibit "K" — Contract and
Subcontract Activity Reporting Form for each contract or subcontract with a value of $25,000
or more paid, or to be paid, with HOME funds. This form shall be submitted with the final
Reimbursement Request.
14.16 Other Laws.
Failure to list any federal, state or City ordinance, law or regulation that is applicable to
Developer does not excuse or relieve Developer from the requirements or responsibilities in regard
to following the law, nor from the consequences or penalties for Developer's failure to follow the
law, if applicable.
14.17 Assignment.
14.17.1 Developer shall not assign all or any part of its rights, privileges, or duties under
this Contract without the prior written approval of Lender. Any attempted assigmment of same
without approval shall be void, and shall constitute a breach of this Contract. Any approved
assignment of this Contract shall include assumption of the HOME Loan.
14.18. Right to Inspect Developer Contracts.
Lender has the right to inspect and approve in writing any proposed contracts or other
legally binding documents between (i) Developer and 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) Developer and any vendor contracts arising out
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of the operation of the Project, and (iii) Developer and any third party contracts to be paid with
HOME 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, state-wide, national, or worldwide pandemics, strikes, lockouts, or
other industrial disturbances, acts of public enemies, wars, blockades, insurrections, riots,
pandemics and epidemics, earthquakes, fires, floods, restraints or prohibitions by any court, board,
department, commission or agency of the United States or of any States, civil disturbances, or
explosions, inclement weather, or some other reason beyond Developer's control (collectively,
"Force Majeure Event"), the obligations so affected by such Force Majeure Event will be
suspended only during the continuance of such event and the completion date for such obligations
shall be extended for a like period. Developer will give Lender 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 Compliance Requirements, indemnity
obligations, reporting requirements, auditing, monitoring, tenant income eligibility, record keeping
and reports, City ordinances, the provisions of Section 6.6 pertaining to SAM, or any HOME
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 termination of the Compliance Period unless a different
survival period is specifically set forth herein, and shall be enforceable by Lender against
Developer.
14.21 REVIEW OF COUNSEL.
The Parties acknowledge that each Party and its counsel have reviewed and revised this
Contract and that the nonnal rules of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation of this Contract or
any of the exhibits attached hereto.
15. INDEMNIFICATION AND RELEASE,
DEVELOPER, TO THE EXTENT PERMITTED BY APPLICABLE LAW,
COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND, AT
ITS OWN EXPENSE, LENDER AND ITS OFFICERS, AGENTS, SERVANTS AND
EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS OF ANY
HIND OR CHARACTER, INCLUDING BUT NOT LIMITED TO CLAIMS FOR
PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH,
TO ANY AND ALL PERSONS, OF WHATSOEVER HIND OR CHARACTER,
WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH
THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR
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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, BUT NOT FROM THE LENDER'S, OR LENDER'S
OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR
SUBCONTRACTORS ACTUAL GROSS NEGLIGENCE OR WILLFUL MISCONDUCT,
AND DEVELOPER HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY OF
LENDER 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 IHNDS 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 LENDER, BUT NOT
FROM THE LENDER'S, OR LENDER'S OFFICERS, AGENTS, SERVANTS,
EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS ACTUAL GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT. DEVELOPER, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, FURTHER COVENANTS AND AGREES TO
AND DOES HEREBY INDEMNIFY AND HOLD HARMLESS LENDER 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
LENDER, BUT NOT FROM THE LENDER'S, OR LENDER'S OFFICERS, AGENTS,
SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS ACTUAL
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
IT IS THE EXPRESS INTENTION OF THE PARTIES, BOTH DEVELOPER AND
LENDER, THAT THE INDEMNITY PROVIDED FOR IN THIS SECTION INCLUDES
INDEMNITY BY DEVELOPER, TO THE EXTENT PERMITTED BY APPLICABLE
LAW, TO INDEMNIFY AND PROTECT LENDER FROM THE CONSEQUENCES OF
LENDER'S OWN NEGLIGENCE, WHETHER THAT NEGLIGENCE IS ALLEGED TO
BE THE SOLE OR CONCURRING CAUSE OF THE INJURY, DAMAGE OR DEATH,
BUT NOT THE LENDER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
DEVELOPER, TO THE EXTENT PERMITTED BY APPLICABLE LAW,
AGREES TO AND SHALL RELEASE LENDER, ITS AGENTS, EMPLOYEES,
OFFICERS AND LEGAL REPRESENTATIVES FROM ALL LIABILITY FOR INJURY,
DEATH, DAMAGE OR LOSS TO PERSONS OR PROPERTY SUSTAINED IN
CONNECTION WITH OR INCIDENTAL TO PERFORMANCE UNDER THIS
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CONTRACT, EVEN IF THE INJURY, DEATH, DAMAGE OR LOSS IS CAUSED BY
LENDER'S SOLE OR CONCURRENT NEGLIGENCE, BUT NOT THE LENDER'S
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
DEVELOPER SHALL REQUIRE ALL OF ITS CONTRACTORS AND
SUBCONTRACTORS TO INCLUDE IN THEIR CONTRACTS AND SUBCONTRACTS
A RELEASE AND INDEMNITY IN FAVOR OF LENDER 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 Lender. This section shall not be construed to affect a
governinental entity's immunities under constitutional, statutory or common law.
17. INSURANCE AND BONDING.
Developer shall maintain coverage in the form of insurance or bond in the amount of
$5,228,476.00, which is the total amount of the Loan and the FWHFC 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 Lender for any and
all loss of HOME -ARP 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 Lender as a Loss Payee.
Developer shall furnish to Lender, 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. Further, if Lender has not received such certificates as
set forth herein, Developer shall be in default of the Contract, and Lender 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
$300,000 each accident on a combined single -limit basis
$300,000 Aggregate
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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 Lender, 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 Lender's reasonable option and no more
frequently than once every 12 months, and Developer shall revise such amounts within 30 days
following notice to Developer of such requirements.
Developer must submit to Lender documentation that it, and its general contractor, 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
Lender as an additional insured as its interest may appear. Additional insured parties shall include
employees, officers, agents, and volunteers of Lender.
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 Lender.
Any failure on part of Lender to request certificate(s) of insurance shall not be construed as a
waiver of such requirement or as a waiver of the insurance requirements themselves.
Insurers of Developer's insurance policies shall be licensed to do business in the state of Texas by
the Department of Insurance or be otherwise eligible and authorized to do business in the state of
Texas. Insurers shall be acceptable to Lender 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 Lender.
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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 Lender and Developer endorsed as additional insureds (as their
interest may appear) on their respective insurance policies where applicable and appropriate.
Developer shall require its builder to maintain builders risk insurance at the value of the
construction.
18. CERTIFICATION REGARDING LOBBYING.
that:
The undersigned for Developer hereby certifies, to the best of its knowledge and belief,
No Federal appropriated funds have been paid or will be paid, by or on behalf of
Developer, to any person for influencing or attempting to influence an 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.
This certification is a material representation of fact upon which reliance was
placed when this Contract was made or entered into. Submission of this certificate
is a prerequisite for making or entering into this Contract imposed by 31 U.S.C.
Section 1352. Any person who fails to file the required certification shall be subject
to a civil penalty of not less than $10,000.00 and not more than $100,000.00 for
each such failure.
Developer shall require that the language of this certification be included in all subcontracts
or agreements involving the expenditure of federal funds.
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19. RELIGIOUS ORGANIZATION.
Developer shall comply with all applicable requirements as more particularly described in
24 CFR Part 5.109. No portion of the HOME -APR 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 HOME -ARP -funded unit.
19.1 Senaration of Explicitly Reliuious 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 HOME -ARP 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 HOME Funds and participation must be voluntary for tenants of a HOME -funded
unit.
20. LITIGATION AND CLAIMS.
Developer shall give Lender 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 generally. Developer shall furnish immediately to Lender copies of all
pertinent papers received by Developer with respect to such action or claim. Developer shall
provide a notice to Lender within 10 calendar days upon filing under any bankruptcy or financial
insolvency provision of law.
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; (ii) by a nationally recognized overnight delivery service; (iii) by electronic mail or
other commercially reasonable manner; and addressed to the other Party at the address set out
below or at such other address as the receiving Party designates by proper notice to the sending
Party.
Lender:
City Attorney's Office
200 Texas Street
Fort Worth, TX 76102
Attention: Leslie L. Hunt
Telephone: 817-3 92-625 9
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Copy to:
Neighborhood Services Department
200 Texas Street
Fort Worth, TX 76102
Attention: Chad LaRoque
Telephone: 817-392-2661
Developer:
New Leaf Community Services
P.O. Box 100103
Fort Worth, TX 76185
Attn: R. Steve Christian, Chair
(817) 832-8183
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. IATIONALLY OMITTED
24. BOYCOTTING ISRAEL PROHIBITED.
Developer acknowledges that in accordance with Chapter 2270 of the Texas Government
Code, Lender is prohibited from entering into a contract with a company for goods or services
unless the contract contains a written verification from the company that it: (1) does not boycott
Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel"
and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas
Government Code. By signing this Contract, Developer certifies that Developer's signature
provides written verification to Lender that Developer: (1) does not boycott Israel; and (2)
will not boycott Israel during the term of this Contract
25. IMMIGRATION NATIONALITY ACT.
Developer shall verify the identity and employment eligibility of its employees who
perform work under this Contract, including completing the Employment Eligibility Verification
Form (I-9). Upon request by Lender, Developer shall provide Lender with copies of all I-9 forms
and supporting eligibility documentation for each employee who performs work under this
Contract. Developer shall adhere to all Federal and State laws as well as establish appropriate
procedures and controls so that no services will be performed by any Developer employee who is
not legally eligible to perform such services. DEVELOPER, TO THE EXTENT PERMITTED
BY APPLICABLE LAW, SHALL INDEMNIFY LENDER AND HOLD LENDER
HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO
VIOLATIONS OF THIS PARAGRAPH BY DEVELOPER, DEVELOPER'S
EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. Lender, upon written
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notice to Developer, shall have the right to immediately terminate this Contract for violations of
this provision by Developer.
26. 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 which may be sufficiently evidenced
by one counterpart.
27. PROHIBITION ON BOYCOTTING ENERGY COMPANIES.
In accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021,
87th Leg., R.S., S.B. 13, § 2, Lender 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 Lender 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 Lender 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.
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, Lender 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 Lender 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 terns 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 Lender 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 fireann trade association
during the term of this Contract.
HOME -ARP CONTRACT
New Leaf Community Services — Camp Bowie Apartments Page 55
29. ELECTRONIC SIGNATURES.
This Contract may be executed by electronic signature, which will be considered as an
original signature for all purposes and have the same force and effect as an original signature. For
these purposes, "electronic signature" means electronically scanned and transmitted versions (e.g.
via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted
via software such as Adobe Sign.
[SIGNATURES APPEAR ON NEXT PAGE]
HOME -ARP CONTRACT
New Leaf Community Services — Camp Bowie Apartments Page 56
IN WITNESS WHEREOF, the Parties have executed 3 duplicate originals of this
Contract to be effective as of the Effective Date.
ATTEST: CITY OF FORT WORTH
� 00T
;Mt'22-0456
retary pd o °° °°o°b� ernando Costa, Assistant City Manager
Dated June ,A p
Form 1295: 2022-887432 pvS 8zd
A o o°ic°OO0000°°�° a
APPROVED ASTO FORM
YfA STY:
Lesh . Hunt, Senior Assistant City Attorney
NEW LEAF COMMUNITY SERVICES,
a Te i i c oration
By: /
R. Steve Christian, Chair
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 LaRoque, Housing Development and Grants Manager
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
HOME -ARP CONTRACT
New Leaf Community Services — Camp Bowie Apartments Page 57
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M&C Review
CITY COUNCIL AGENDA
Create New From This M&C
DATE: 6/14/2022 REFERENCE
NO..
CODE: G TYPE:
Official site of the City of Fort Worth, Texas
Fc�R_��a
**M&C 22- 19ARPAAWARDING
0456 LOG NAME: PERMANENT SUPPORTIVE
HOUSING PROJECTS
PUBLIC
CONSENT HEARING: NO
SUBJECT: (CD 3 and CD 8) Authorize Forgivable Loans in the Aggregate Amount of $11,641,276.00
from Federal and City Sources to Three Developers for the Development of 128
Permanent Supportive Housing Units, Authorize Execution of Related Contract and Loan
Documents, Waive or Defer Certain City Fees Related to the Development of Two of the
Projects, and Find a Public Purpose and that Adequate Controls are in Place
RECOMMENDATION:
It is recommended that the City Council:
1. Award $4,028,476.00 of HOME Investment Partnerships American Rescue Plan Program
funds in the form of a forgivable loan to New Leaf Community Services or an affiliate for the
development of 48 units of permanent supportive housing;
2. Award (i) $4,928,000.00 of HOME Investment Partnerships American Rescue Plan
Program funds, (ii) $421,999.00 of American Rescue Plan Act, Subtitle M (State and Local
Fiscal Recovery Funds) funds, and (iii) $1,262,801.00 of Directions Home capital funds to
Presbyterian Night Shelter of Tarrant County or an affiliate in the form of forgivable loans for
the development of 72 units of permanent supportive housing;
3. Award $1,000,000.00 of American Rescue Plan Act, Subtitle M (State and Local Fiscal
Recovery Funds) funds to OPG Clifton Riverside Partners, LLC or an affiliate in the form of a
forgivable loan for the development of 8 units of permanent supportive housing;
4. Authorize execution of related contract and loan documents with New Leaf Community
Services, Presbyterian Night Shelter of Tarrant County and OPG Clifton Riverside Partners,
LLC, or any affiliates of the same;
5. Waive or defer certain City fees related to the New Leaf Community Services and
Presbyterian Night Shelter developments in the approximate amount of $400,000.00;
6. Authorize the City Manager, or his designee, to amend contracts and loan documents as
necessary for completion of the projects provided any amendments are within the scope of
the projects and comply with City policies and all applicable laws and regulations governing
the use of federal grant funds; and
7. Find that the expenditures and waiver or deferral of City fees serves the public purpose of
providing decent, safe, and affordable housing to extremely low-income residents in the City
and that adequate controls are in place through the loan documents to ensure the public
purpose is carried out.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to award three projects forgivable
loans funded from three funding streams: American Rescue Plan Act ("ARPA") State and Local Fiscal
Recovery Funds (SLFRF), HOME Investment Partnerships American Rescue Plan Program (HOME -
ARP) and Directions Home capital funds to provide a total of 128 permanent supportive housing (PSH)
units.
Backaround
The City of Fort Worth is part of the local Continuum of Care (CoC), and one of the priorities of the
CoC is to address the current level of chronic homelessness. Tarrant County Homeless Coalition
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M&C Review
(TCHC) evaluated the homelessness situation in the CoC area, which encompasses Tarrant and
Parker counties, and identified strategies, resources, and the estimated number of new physical units
of PSH needed. In addition to other strategies, TCHC determined one of the greatest needs is for
physical units designated for the chronically homeless.
On December 14, 2021, to help address this need in the City of Fort Worth, Mayor and Council
approved a substantial amendment to the City's 2021-2022 Annual Action Plan for the use of
$10,537,030.00 in HOME -ARP Federal Grant funds to be awarded by the United States Department of
Housing and Urban Development for the purpose of funding the development of PSH (M&C No. 21-
0968) through a competitive Notice of Funding Availability process ("NOFA"). The Fort Worth Housing
Finance Corporation (FWHFC), which had previously set aside $5,000,000.00 for the development of
PSH in the city, allocated $2,550,000.00 of the set -aside funds to be included with the HOME -ARP
funds in the NOFA (Resolution No. FWHFC 2019 07). FWHFC PSH funds require a dollar for dollar
match from private foundations.
These funds were combined with a goal to develop 125 PSH units in the City. On March 8, 2022, the
Neighborhood Services Department (NSD) released the NOFA. However, it was noted that the 125
PSH units was not sufficient to meet the City's need for PSH units.
On April 12, 2022, the City Council allocated an additional $5,000,000.00 of general ARPA funds for
the development of PSH units (M&C 22-0270). This amount was included in the NOFA to be awarded
for PSH development, and the unit goal increased to 165.
Scoring - NSD staff and a philanthropic representative scored the six applications that were
submitted. Based on scores, responsiveness to Minority/Women Business Enterprise (M/WBE)
requirements, and project feasibility, three projects are being recommended by staff for funding. One
project was non -responsive due to failure to meet the M/WBE requirement, and two were found to be
lacking in one or more key areas of evaluation.
Area of Evaluation
Project Description
Agency Experience
Project Delivery/Occupancy
Financial Capacity/Leveraging
Total Score
Agency Name
The Phan Foundation
New Leaf Community
Services
Presbyterian Night
Shelter
OPG Clifton Riverside
Partners, LLC
Atlantic Housing
Foundation Inc.
Tarrant County
Samaritan Housing
Available Points
Project Name
30
15
25
30
100
Doors of Opportunity
8843 Camp Bowie
West
Journey Home
Housing
Clifton Riverside
Quail Ridge
Apartments
Permanent
Supportive Housing
for Chronically
Homeless Individuals
# of
PSH M/WBE Status
Units
32 RESPONSIVE
48 RESPONSIVE
72 RESPONSIVE
8 RESPONSIVE
0 NON -RESPONSIVE
60 RESPONSIVE
Applicant
Score
60
89
88
83
54
82
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Accordingly, staff is recommending awarding 3 developments, which will create a total of 128 PSH
units, forgivable loans as listed below. A second NOFA will be issued to develop at least 37 PSH
units with the funds that were not allocated through the first NOFA. The total number of PSH units
from both NOFAs will be at least 165.
Recommended Awards
The following three projects are recommended for funding:
New Leaf Community Services
New Leaf Community Services will create 48 new units of PSH at 8843 Camp Bowie West (CD
3). Partners in the project include 1-21- Development Advisors LLC. In addition to the HOME- ARP
funding recommended through this M&C, staff will be recommending that an allocation of funds also
be made from the FWHFC, as listed below.
HOME -ARP (This M&C)
$4,028,476.00
Requesting from Fort Worth Housing Finance Corporation
$1,200,000.00
Foundation Matching Funds
$1,200,000.00
Total NOFA Funding Allocations
$6,428,476.00
Staff recommends execution of all necessary documents with New Leaf Community Services or an
affiliate for a forgivable loan in the amount of $4,028,476.00 on the following terms and conditions:
Loan Terms:
1. Loan term to commence on execution of loan documents and terminate at the end of the 20-
year Affordability Period defined in the contract. Loan will be forgiven at the end of the
Affordability Period provided that borrower has complied with all of the terms of the contract
and the loan documents;
2. Performance of the HOME -ARP requirements and payment of the HOME -ARP loan, if required,
will be secured by a deed of trust and HOME -ARP Deed Restriction on the real property
through the Affordability Period;
3. Interest rate of zero percent so long as borrower complies with all of the terms of the
contract and loan documents;
4. HOME -ARP loan to be subordinate to any financing provided by Fort Worth Housing Finance
Corporation. HOME -ARP loan may also be subordinated to other financing if such financing
meets appropriate underwriting criteria, City policies and applicable HOME -ARP
requirements; and
5. Designate HOME -ARP assisted units according to the HOME -ARP regulations with a 20-year
Affordability Period.
The expenditure of HOME -ARP funds is conditioned upon the followina:.
1. Satisfactory underwriting in accordance with federal guidance for use of funds and City
policies for funding of PSH units;
2. All financing including any grants to be acceptable to City to show long term viability of the
project;
3. Satisfactory completion of an environmental review pursuant to 24 CFR Part 58;
4. Receipt of authorization to use grant funds from HUD; and
5. Closing on all other financing for the project
Presbyterian Night Shelter
Presbyterian Night Shelter of Tarrant County will create 72 new units of PSH at 7600 Crowley Road
(CD 8). Partners in the project include 1-21- Development Advisors LLC and Construction Advisory
Specialists. In addition to the funding recommended through this M&C, staff will be recommending that
an allocation of funds also be made from the FWHFC, as listed below.
HOME -ARP (This M&C) $4,928,000.00
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ARPA SLFRF (This M&C)
$421,999.00
Directions Home Capital Funds (This M&C)
$1,262,801.00
Requesting from Fort Worth Housing Finance Corporation
$1,350,000.00
Foundation Matching Funds
$1,350,000.00
Total NOFA Funding Allocations
$9,312,800.00
Staff recommends execution of all necessary documents with Presbyterian Night Shelter of Tarrant
County or an affiliate for a forgivable loan in the amount of $6,612,800.00 on the following terms and
conditions:
Loan Terms:
1. Loan term to commence on execution of loan documents and terminate at the end of the 20-
year Affordability Period defined in the contract. Loan will be forgiven at the end of the
Affordability Period provided that borrower has complied with all of the terms of the contract
and the loan documents;
2. Performance of the HOME -ARP, ARPA SLFRF and Directions Home requirements and payment
of the HOME -ARP, general ARPA and Directions Home loans, if required, will be secured by a
deed of trust and HOME -ARP, ARPA SLFRF and Directions Home Deed Restrictions on the real
property through the Affordability Period;
3. Interest rate of zero percent so long as borrower complies with all of the terms of the
contract and loan documents;
4. HOME -ARP, ARPA SLFRF and Directions Home loans to be subordinate to any financing
provided by Fort Worth Housing Finance Corporation. HOME -ARP, ARPA SLFRF and Directions
Home loans may also be subordinated to other financing if such financing meets appropriate
underwriting criteria, City policies and applicable HOME -ARP, ARPA SLFRF and Directions
Home requirements; and
5. Designate HOME -ARP assisted units according to the HOME -ARP regulations with a 20-year
Affordability Period.
The expenditure of Directions Home, aeneral ARPA and HOME -ARP funds is conditioned upon the
following_
1. Satisfactory underwriting in accordance with federal guidance for use of funds and City
policies for funding of PSH units;
2. All financing including any grants to be acceptable to City to show long term viability of the
project;
3. Satisfactory completion of an environmental review pursuant to 24 CFR Part 58;
4. Receipt of authorization to use grant funds from HUD; and
5. Closing on all other financing for the project
There is a business equity goal of 25\% for this project because part of the funding is City general
funds.
OPG Clifton Riverside Partners
OPG Clifton Riverside Partners, LLC will create 8 units new units of PSH within a larger project at
2406 E. Belknap (CD 8). Partners in the project are Overland Property Group and Across, LLC.
ARPA SLFRF (This M&C)
$1,000,000.00
Staff recommends execution of all necessary documents with OPG Clifton Riverside Partners, LLC or
an affiliate for a forgivable loan in the amount of $1,000,000.00 on the following terms and conditions:
Loan Terms:
Loan term to commence on execution of loan documents and terminate at the end of the 20-
year Affordability Period defined in the contract. Loan will be forgiven at the end of the
Affordability Period provided that borrower has complied with all of the all the terms of the
contract and the loan documents;
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M&C Review
2. Performance of the ARPA and any City requirements and payment of the ARPA loan, if
required, will be secured by a deed of trust and deed restrictions on the real property
through the Affordability Period;
3. Interest rate of zero percent so long as borrower complies with all of the terms of the
contract and loan documents; and
4. ARPA loan to be subordinate to any financing provided by Fort Worth Housing Finance
Corporation and any permanent financing. ARPA loan may also be subordinated to other
financing if such financing meets appropriate underwriting criteria, City policies and
applicable ARPA requirements.
The expenditure of ARPA funds is conditioned upon the following:
1. Satisfactory underwriting in accordance with federal guidance for use of ARPA funds and City
policies for funding of PSH units;
2. All financing including any grants to be acceptable to City to show long term viability of the
project;
3. Satisfactory completion of an environmental review pursuant to 24 CFR Part 58; and
4. Closing on all other financing for the project.
By approval of this M&C, the City Council finds that the following actions are necessary to achieve the
vital public purpose of providing decent, safe, and affordable housing to extremely -low-income
residents: (i) providing forgivable loans to the three developments listed above for the development of
PSH units in the City, and (ii) the waiver or deferral of certain related City fees for the New Leaf
Community Services and Presbyterian Night Shelter developments, including all fees charged by the
Development Services Department (waived), park dedication fees (conditionally deferred), and
transportation impact fees, for which a variance was granted by Development Services Department, in
the collective approximate amount of $400,000.00; however the actual amount could vary.
New Leaf Community Presbyterian Night
Services PSH Project Shelter PSH Project
Park Fees (Deferred) $58,824.00 $71,543.00
Transportation Impact Fees $50,832.00 $76,248.00
(Waived)
Estimate of Other Development $54,064.00 $73,929.00
Services Department fees (Waived)
Total Fees Waived or Deferred $163,720.00 $221,720.00
Staff has reviewed and verified, and Council by approval of this M&C finds, that the waiver or deferral
of the fees is necessary for the financial feasibility of the two identified developments. The City Council
further finds that adequate controls are in place through the loan documents to ensure the public
purpose is carried out. Park fees will be payable in the event the property is transferred to a for -profit
entity and will no longer be operated solely as a PSH housing development. The conditional imposition
of the Park fees will be secured by liens on the properties.
Because of the high priority the City Council has placed on the development as PSH and the fact that
the New Leaf Community Services and Presbyterian Night Shelter of Tarrant County developments will
be operated on a not -for -profit basis, Development Services and Park & Recreation departments
support the deferring or waiving of fees so these projects may be developed. NSD thanks and
recognizes the Development Services and Park & Recreation departments for their commitment to
PSH.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendations, funds are
available in the current operating and capital budgets, as appropriated, of the Grants Operating
Federal Fund HOME -ARP and American Rescue Plan Act projects and the General Capital Projects
Fund Development of PSH project. Prior to an expenditure being incurred, the Neighborhood
Services Department has the responsibility of verifying the availability of funds and to ensure that only
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expenditures allowed under the ARPA SLFRF, HOME -ARP and Directions Home programs are
charged to these funding sources.
TO
Fund Department Account Project Program Activity Budget Reference # Amount
ID ID Year (Chartfield 2)
FROM
Fund Department Account Project Program Activity Budget Reference # Amount
ID ID Year (Chartfield 2)
Submitted for Citv Manager's Office by_ Fernando Costa (6122)
Originating Department Head: Victor Turner (8187)
Additional Information Contact: Tara Perez (2235)
ATTACHMENTS
New Leaf Form 1295.pdf (CFW Internal)
OPG Clifton Riverside Form 1295.pdf (CFW Internal)
Perm Supp Housing Funding availability.docx (CFW Internal)
Presbvterian Niaht Shelter Form 1295.pdf (CFW Internal)
PSH FID table.xlsx (CFW Internal)
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Official site of the City of Fort Worth, Texas
CITY COUNCIL AGENDA FoRiIVORTII
Create New From This M&C
REFERENCE **M&C 25- 19NEW LEAF COMMUNITY
DATE: 6/10/2025 NO.: 0515 LOG NAME: SERVICES CAMP BOWIE
WEST
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (CD 3) Authorize Change in Use and Adjust Existing Appropriations in the Amount of
$700,000.00 of HOME Investment Partnerships - American Rescue Plan Administration
Funds for the New Leaf Community Services Housing Development Project Located
at 8843 Camp Bowie West Boulevard, Authorize a Substantial Amendment to the City's
2021-2022 Action Plan, Authorize an Amendment to the Agreement with New Leaf
Community Services to Increase the Contracted Amount from $4,028,476.00 to
$4,728,476.00, Authorize Substitution of Funding Years, and Find that the Loan Serves a
Public Purpose with Adequate Controls in Place
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize a change in use and adjust existing appropriations in the amount of $700,000.00
of unused HOME Investment Partnerships - American Rescue Plan Administration funds to be
reallocated in support of the Camp Bowie West Housing Development Project located at 8843
Camp Bowie West Boulevard for a total amount of $4,728,476.00;
2. Authorize a substantial amendment to the City's 2021-2022 Action Plan regarding the
change in use of $700,000.00 in HOME Investment Partnerships - American Rescue Plan
Administration funds; in the form of a forgivable loan under specified conditions;
3. Authorize the City Manager, or their designee, to execute, amend, and extend all related
contracts, including loan documents, as long as the contract provisions align with the scope
of the project and comply with City policies, applicable laws, and regulations governing the
use of federal funds, with New Leaf Community Services, in the amount of $700,000.00 in
HOME Investment Partnerships - American Rescue Plan Administration funds, for the
construction costs associated with the development;
4. Award $700,000.00 of HOME Investment Partnerships - American Rescue
Plan Administration funds in the form of a forgivable to New Leaf Community Services for the
ongoing development of 48 units of permanent supportive housing; and
5. Find that the forgivable loan of $700,000.00 HOME Investment Partnerships - American
Rescue Plan Administration funds to New Leaf Community Services serves the public purpose
of providing decent, safe, and sanitary housing for low-income residents, and affirm that
sufficient controls are established through the relevant loan documents and agreements to
ensure the intended public purpose is achieved.
DISCUSSION:
On December 12, 2021, City Council approved Mayor and Council Communication (M&C) 21-0968
allocating $10,537,030.00 in HOME Investment Partnerships American Rescue Plan Program
(HOME -ARP) for the development of at least 125 permanent supportive housing (PSH) units with a
total of $8,956,476.00 set aside for hard construction costs and $1,580,554.00 set aside for staff
administration costs. On June 14, 2022, following a competitive procurement process, City Council
approved M&C 22-0456 awarding $6,428,476.00 to New Leaf Community Services (NLCS) for the
development of the Camp Bowie West Development (Project), a multifamily complex consisting of 48
permanent supportive housing units. The awarded amount included $4,028,476.00 of HOME -ARP
funds, $1,200,000.00 from the Fort Worth Housing Finance Corporation (FWHFC) funds and
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Page 2 of 3
$1,200,000.00 in North Texas Community Foundation funds to be used as match money to the
FWHFC funds.
The development has since notified the City that the Project is facing a funding shortfall of
$700,000.00 due to unanticipated costs and rising construction costs. The purpose of this M&C is to
request City Council approval to increase the HOME -ARP budget from available unspent HOME -ARP
staff administration funds to cover the shortfall. The additional funds will be subject to the same
conditions and loan terms as previously approved. Per HOME -ARP guidelines, funds may only be
used for PSH unit construction and staff administration costs. This initiative aligns with the City's
Action Plan by expanding the access to high -quality, affordable housing for extremely low-income
residents, while also contributing to the economic development and the revitalization of the City.
In compliance with HUD regulations, reallocating these funds requires a change in use and substantial
amendment to the City's 2021-2022 Action Plan. The public notice held a comment period from
December 27, 2024, to January 27, 2025 and no public comments were received. Approval of this
M&C will amend the Action Plan.
City staff recommends amending the development agreement with New Leaf Community Services to
add an additional $700,000.00 in HOME -ARP funds for the Camp Bowie West Development Project.
The additional funds will be subject to the same requirements and terms of the original funds which
include being paid on a reimbursement basis, to reimburse for construction costs so long as the
Project is complete and the developer complies with all the HOME -ARP requirements. Through this
M&C, the City Council recognizes that the Project supports quality, accessible, and affordable housing
for extremely low-income residents. The HOME -ARP loan, which may become forgivable upon
meeting specified conditions, is essential to the financial feasibility of the project. The Council further
acknowledges that safeguards are in place through the loan documents and agreements to ensure the
public purpose is effectively carried out.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendations, funds will be
available in the current operating budget, as appropriated in the Grants Operating Federal Fund for
the HOME -ARP FY(21/30) project. The Neighborhood Services Department (and Financial
Management Services) will be responsible for the collection and deposit of funds due to the City.
Prior to any expenditure being incurred, the Neighborhood Service Department has the responsibility
to validate the availability of funds. These are reimbursement grants.
TO
Fund Department Account Project Program Activity Budget Reference # Amount
ID I ID Year (Chartfield 2)
FROM
Fund Department Account Project
ID I ID
Submitted for Citv Manager's Office bv:
Oriainatina Department Head:
Additional Information Contact:
Program I Activity Budget Reference # Amount
Year (Chartfield 2)
Dana Burghdoff (8018)
Kacey Bess (8187)
Chad LaRoque (2661)
Lilian Bastidos (8454)
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Page 3 of 3
ATTACHMENTS
FID Table and Availabilitv.xlsx (CFW Internal)
Form 1295-New Leaf Executed 4.15.25.1)df (CFW Internal)
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