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HomeMy WebLinkAboutContract 59854-ARD1CSC No. 59854-ARDI THESE FIRST AMENDED AND RESTATED DEED RESTRICTIONS RELATE BACK TO AND FULLY REPLACE THE ORIGINAL DOCUMENT RECORDED UNDER INSTRUMENT NO. D223176927, IN THE REAL PROPERTY RECORDS OF TARRANT COUNTY, TEXAS FOR ALL PURPOSES. FIRST AMENDED AND RESTATED DEED RESTRICTIONS HOME -ARP Funds THESE FIRST AMENDED AND RESTATED DEED RESTRICTIONS ("Deed Restrictions") are made effective as August L, 2025, by and between NEW LEAF COMMUNITY SERVICES, a Texas nonprofit corporation ("Owner"), as Grantor, and CITY OF FORT WORTH, TEXAS, a Texas municipal corporation ("City"), as Grantee. WITNESSETH: WHEREAS, City has received a grant from the United States Department of Housing and Urban Development ("HUD") under Section 3205 of the American Rescue Plan Act of 2021 ("ARP"), provided through the HOME Investment Partnerships Program ("HOME"), Catalog of Federal Domestic Assistance No. 14.239, known as HOME -ARP Funds, with which the City desires to promote activities that expand the supply of affordable housing for homeless and at -risk populations and the development of partnerships among City, local governments, local lenders, private industry and nonprofit housing organizations; WHEREAS, the primary purpose of the HOME program pursuant to the HOME Investment Partnerships Act at Title II of the Cranston Gonzales National Affordable Housing Act of 1990, as amended, 42 U.S.C. 12701 et seq. and the HOME Investment Partnerships Program Final Rule, as amended, 24 CFR Part 92 et seq., is to benefit low- and moderate -income individuals and families by providing them with affordable housing; WHEREAS, HUD has issued additional detailed guidance for use of the HOME -ARP funds through CPD Notice 21-10 dated September 13, 2021, and Memorandum regarding HOME - ARP Waivers dated September 8, 2021, known as the HOME -ARP Guidance; WHEREAS, Owner proposes . to use HOME funds for a project whereby Owner will construct, develop, own, and operate a new 48-unit Permanent Supportive Housing project in the City to be known as Camp Bowie Apartments (the "Project"); WHEREAS, City has agreed to lend, and Owner has agreed to accept, a loan of City HOME -ARP funds in the amount of $45669,792 (the "Loan"), pursuant to the requirements of the HOME program in accordance with that certain HOME -ARP Contract, City Secretary Contract No. 59854, between Owner and City, for the purpose of assisting Owner in developing the Project ("HOME -ARP Contract'); C �! �ECC- WHEREAS, as a condition to City making the Loan, Owner must agree t *40. HOME -ARP DEED RESTRICTIONS OFFICIAL RECORD Page 1 New Leaf Community Services — Camp Bowie Apartments CITY SECRETARY August 2025 FT. WORTH, TX certain occupancy, rent and other restrictions for a period of time in order to comply with the HOME -ARP Compliance Requirements, and agrees to convey to City certain covenants and restrictions that will burden the hereinafter described real property so that the Project will meet the HOME -ARP Compliance Requirements ("HOME -ARP Requirements"); NOW, THEREFORE, in consideration of the malting of the Loan by the City and the disbursement of any part thereof, and in order to comply with the requirements of the Act and the HOME Regulations and the HOME -ARP Guidance, Owner (together with its successors and assigns and subsequent owners of the Project), hereby agrees that the following restrictions shall apply to the real property described in the attached EXHIBIT "A": 1) In compliance with the maximum per unit subsidy amount rules at 24 CFR Part 92.250(a) and the minimum amount of assistance rules at 24 CFR Part 92.205(c), the number of units in the Project which have been designated by Owner and approved by the City as subject to all occupancy, rent, and compliance requirements contained in the HOME Regulations and the HOME -ARP Guidance shall consist of 31 units of the 48 total residential units in the Project ("HOME -ARP Units") 2) HOME -ARP units will be available to Qualifying Populations or homeless or at - risk persons or households as defined in detail in HUD CPD Notice 21-10 and HOME -ARP Guidance. Qualifying Populations include any designated targeted subpopulation of these groups that is eligible to reside in the Project, including individuals or households that are homeless, chronically homeless, at risk of homelessness, fleeing or attempting to flee domestic violence, formerly homeless and in need of continued housing assistance or supportive services, or at greatest risk of housing instability due to extremely low income and other factors. Chronically Homeless persons or households have been designated as the primary targeted client subpopulation for the City of Fort Worth HOME -ARP Program and for the Project. 3) Owner hereby acknowledges and agrees that the Project is to be owned, managed and operated as a rental housing project for affordable housing as set forth in the HOME -ARP Guidance and, that the HOME -ARP Units must be occupied only by HOME -ARP Eligible Households as defined in the HOME -ARP Contract. a. Low Income Household HOME -ARP Rent is the lesser of: a) the HUD Fair Market Rent for existing housing for comparable area units, or b) rent equal to 30% of the annual income of a family at 65% of AMI, as established annually by HUD and adjusted for bedroom size. Low Income Household HOME -ARP Rent is generally equivalent to High HOME Rent under the HOME Program. If a Low -Income Household received federally funded tenant -based rental assistance, the rent is the amount that is permissible under the applicable rental assistance program. 4) HOME -ARP Qualifying Population Rent. Owner must verify that the rent amount is not greater than 30% of the adjusted income of a family whose annual income equals 50% of AMI with adjustment for the bedroom size of the housing unit. The HOME -ARP Rent for Qualifying Population Households may not exceed the maximum rent limitations set by HUD minus utility allowances as more particularly described in Section 7.5.4. Units occupied by HOME -ARP DEED RESTRICTIONS Page 2 New Leaf Community Services — Camp Bowie Apartments August 2025 Qualifying Population tenants that receive federally funded rental assistance and contribute no more than 30% of their income in rent may charge the maximum rent permissible under the applicable rental assistance program. 5) Tenant Income. Owner must verify that Low Income Household Tenants have an annual income adjusted for family size that does not exceed 80% of AMI set by HUD. Tenant income must be verified based on 24 CFR 65.609 using the most current HUD Income Guidelines and Technical Guidance for Determining Income and Allowances subject to the income verification requirements of Section 7.2 of the HOME -ARP Contract. a. Tenant Eligibility for Qualifying Populations. Eligibility of Chronically Homeless prospective tenants shall be documented upon entry to the Project through HMIS with records of length of time period(s) of homelessness and nature of disability from a qualified service provider as required by the HOME -ARP Guidance. After admission the qualified population tenant retains eligibility irrespective of changes in income or whether the household continues to meet the definition of a Qualifying Population. b. Preference for Chronically Homeless. Project will implement a preference for Chronically Homeless tenants for all HOME -ARP -assisted units. Property Manager will ensure that full documentation of Chronically Homeless status is maintained in tenant files, including documentation of disability and documentation of length of time(s) tenant was previously homeless. 6) Tenant Lease and Tenant Selection. Owner's lease for the HOME -ARP Units shall comply with 24 CFR Part 92.253 as more particularly described in the HOME -ARP Contract. Owner's tenant selection policy and criteria shall be consistent with the purpose of providing housing in accordance with the HOME Regulations and HOME -ARP Guidance including addressing non—discrimination and affirmative marketing as more particularly set out in the HOME -ARP Contract. a. Project will maintain a project -specific waiting list for such Low -Income HOME -ARP Units. This waiting list will at a minimum retain applicant information in chronological order based on when complete tenant information was received, while to the greatest extent possible prioritizing families and households currently residing in the City of Fort Worth that meet the "At Risk of Homelessness" and "At Greatest Risk of Housing Instability" Qualified Population definitions from the HOME -ARP Guidance. Applicants to the waiting list may not be charged a fee to be placed on the waiting list. 7) The Project shall be maintained to and fully comply with all City Codes and federal Housing Quality Standards. 8) The Compliance Period for the Project is 15 years ("Compliance Period") as more particularly described in the HOME -ARP Contract. The Compliance Period begins on the date that the project status is changed to "complete" in IDIS, HUD's project tracking system. 9) The preceding use restriction and Compliance Period (i) shall run with the land, (ii) HOME -ARP DEED RESTRICTIONS Page 3 New Leaf Community Services — Camp Bowie Aparhnents August 2025 shall be binding upon the Owner and Owner's heirs, personal representatives, successors and assigns, and (iii) shall be enforceable by actions at law or in equity by the City, its successors and assigns and/or one or more third -party beneficiaries. For the purpose of these Deed Restrictions, a third -party beneficiary shall be any member of a HOME -ARP Eligible Household as defined in the HOME -ARP Contract. Owner hereby subjects the Project (including the Project site) to the covenants, reservations and restrictions set forth in these Deed Restrictions and Owner hereby declares its express intent that the covenants, reservations and restrictions set forth herein shall, be deemed covenants running with the land and shall, pass to and be binding upon Owner's successors in title to the Project. Each and every contract, deed or other instrument hereafter executed covering or conveying the Project or any portion thereof shall conclusively be held to have been executed, delivered and accepted subject to such covenants, reservations and restrictions as set forth in such contract, deed or other instruments. 10) Owner hereby agrees to execute further documentation required by the City or HUD which may be necessary to cause these Deed Restrictions to comply with the laws, ordinances and/or regulations referenced herein or in the HOME -ARP Contract (or any other applicable laws that supplement, amend, restate, replace or otherwise pertain to such laws, ordinances and/or regulations). 11) Sale or Transfer of the Land or Project. Until the termination of these Deed Restrictions, Owner hereby covenants and agrees not to sell, transfer or otherwise dispose of any portion of the real property or Project, without obtaining the prior written consent of the City. Any transfer or disposition of the real property or the Project without the written agreement of the City, in a form as will meet the requirements of a conveyance of real property in Texas, shall be null, void and without effect, shall cause a reversion of title to Owner and shall be ineffective to relieve Owner of its obligations under this document. 12) Owner and City hereby declare their understanding and intent that the covenants, reservations and restrictions set forth herein directly benefit the real property. 13) Default; Remedies. City shall declare an "Event of Default" to have occurred hereunder if City becomes aware or is notified in writing of a default in the performance or observance of any covenant, agreement or obligation of Owner set forth in these Deed Restrictions, and if such default remains uncured for a period of 60 days after written notice of such default shall have been given by City to Owner. In the event of any action at law or suit in equity by one party to these Deed Restrictions against another party with respect to these Deed Restrictions, the party prevailing in such action shall receive from the other party and the other party shall pay to the prevailing party, in addition to all other sums which may be payable to the prevailing party as a result of such action, a reasonable sum for the prevailing party's attorneys' fees and costs and other expenses of such action or suit. No failure to exercise and no delay in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof, or the exercise of any other right. The rights and remedies herein provided shall be in HOME -ARP DEED RESTRICTIONS Page 4 New Leaf Community Services — Camp Bowie Apaitments August 2025 addition to all other rights or remedies provided by law. No modification or waiver of any provision of these Deed Restrictions, or consent to departure here from, shall be effective unless in writing and signed by the parties and no such modification, consent, or waiver shall extend beyond the particular case and purpose involved. No notice or demand given in any case shall constitute a waiver of the right to take other action in the same, similar or other instances without such notice or demand. 14) Owner shall cause this document, and all amendments and supplements hereto and thereto, to be recorded and filed in the real property records of Tarrant County and in such other places as City may reasonably request. Owner shall pay all fees and charges incurred in connection with any such recording. 15) These Deed Restrictions shall be governed by the laws of the State of Texas. 16) Headings and titles herein are for convenience only and shall not influence any construction or interpretation. 17) If any provision of these Deed Restrictions shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions hereof shall not in any way be affected or impaired thereby. 18) All terms not defined herein shall have the meaning proscribed to them in the HOME -ARP Contract. If any provision of these Deed Restrictions conflicts with any provision of the HOME -ARP Contract, the provisions of the HOME -ARP Contract will govern to the extent of the conflict. The HOME -ARP Contract is on file with the City Secretary's Office as a public and official document of the City. [Signature Pages to Follow] HOME -ARP DEED RESTRICTIONS Page 5 New Leaf Community Services — Camp Bowie Apartments August 2025 IN WITNESS WHEREOF, Owner and the City have executed this document by duly authorized representatives, all on the date first written hereinabove. OWNER: NEW LEAF COMMUNITY SERVICES, a Texas nonprofit corporation BY: , Ja ie Downing, Chair Date: PMGyI/l A- (11 110'215 STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on August i) , 2025, by Jamie Downing, Chair of New Leaf Community Services, a Texas nonprofit corporation, on behalf of said corporation. /I/ A - — — Notary P>aFioHe, rState of Texas _ - = . =oftWHITNEY PAGAN BOWMAN Notary ID #133424720 My Commission Expires November 1, 2025 [Signatures Pages Continue] HOME -ARP DEED RESTRICTIONS Page 6 New Leaf Community Services — Camp Bowie Apartments August 2025 IN WITNESS WHEREOF, Owner and the City have executed this document by duly authorized representatives, all on the date first written hereinabove. ATTEST. pF8 �p`°�wo9yd CITY OF FORT WORTH o�g as°o oo•$e o*p it'atfea.:ct (�o'uc<�a. °apaa�zn e By: City Secretary Dana Bur off, s: tant City Manager M&C 22-0456 Dated June 14, 2022 Form 1295:2022-887432 M&C 25-0515 Dated June 10, 2025 Form 1295: 2025-1296958 Date: APPROVE :h5ioor O D LEG LITY: Leslie L. Hunt, Assisian City Attorney STATE OF TEXAS COUNTY OF TARRANT This instrument was acknowledged before me on August 29 , 2025, by Dana Burghdoff, Assistant City Manager of the City of Fort W rth, a Texas municipal corporation, on behalf of said corporation. Victoria Esquivei My Co5/12/2029 on Expires Notary Public, State of Texas Notary 10135515177 Fcc� OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX HOME -ARP DEED RESTRICTIONS Page 7 New Leaf Community Services — Camp Bowie Apartments August 2025 UMMIT "A" Legal Description Common Address: 8843 Camp Bowie West Boulevard, Fort Worth, TX 76116 Property Legal Description: Being a 2.900-acre tract situated In Tract B, Block 26, of Western Hills Addition, as shown on Plat of said subdivision recorded in Volume 388-51, Page 20, of the Plat Records of Tarrant County, Texas. and being that certain ceiled 2.896-acre tract described In Instrument to Eighty - West Properties, recorded In Volume 7660, Page 321 of the Deed Records of Tarrant County, Texas, said 2.900-acre tract being more particularly described as follows: BEGINNING at a 3/4" iron rod found in the south right-of-way of Camp Bowie West Boulevard (aka Spur No. 580) (162 feet wide), for the northwest corner of Lot A-3B, Block 26, Western Hills Addition, Section 4, as shown on plat recorded in Volume 388-206, Page 82, P.R.T.C.T., being the northeast corner of said Tract B and the herein described 2.900 acre tract, from which an angle iron found for reference bears South 89°28'47" East, 94.87 feet; THENCE South 00°02'07" East, with the east line of said Tract B, at 155.70 feet passing a 1/2" iron rod found for the southwest comer of said Lot A-3B, being a northwest corner of Lot A-3A Block 26, Western Hills Addition, Section 4, as shown on said plat recorded in Volume 388-206, Page 82, P.R.T.C.T., in all a total distance of 414.86 feet, to a 1/2" iron rod with cap stamped "Texas Surveying, Inc." set in the north line of Block 26, of Western Hills Addition, Section 4, as shown on plat recorded in Volume 388-51, Page 20, P.R.T.C.T., for the southwest corner of said Lot A-3A, being the southeast corner of said Tract B and the herein described 2.900 acre tract; THENCE North 89°53'07" West, 303.75 feet, with the south line of said Tract B, to a 1/2" iron rod found for the southeast corner of Lot B-R1-lR, Block 26, Western Hills Addition, Section 4, as shown on plat recorded In Cabinet A, Side 12912, P.R.T.C.T., being the southwest corner of the herein described 2.900 acre tract; THENCE North 00°27'07" West, 417.01 feet, with the east line of said Lot B-Rl-lR, to a 1/2" iron rod found in the south right-of-way of said Camp Bowie West Boulevard, the north line of said Tract B, for the northeast corner said Lot B-Rl-lR, being the northeast corner of the herein described 2.900 acre tract, from which a 5/8" iron rod found for reference bears North 89°28'47" West, 99.96 feet; THENCE South 89°28'47" East, 303.78 feet with the south right-of-way of said Camp Bowie West Boulevard, the north line of said Tract B, to the POINT OF BEGINNING, and containing 2.900 acres. Bearings, Distances, and/or Areas derived from GNSS observations performed by Texas Surveying, Inc. and reflect N.A.D. 1983, Texas State Plane Coordinate System, North Central Zone 4202. (Grid) HOME -ARP DEED RESTRICTIONS Page 8 New Leaf Community Services — Camp Bowie Apartments August 2025 1/18/23, 1:51 PM 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 apps.cfwnet.org/council_packet/mc_review.asp? I D=30008&cou nciIdate=6/14/2022 1 /6 1/18/23, 1:51 PM 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 apps.cfwnet.org/council_packet/mc_review.asp? I D=30008&cou nciIdate=6/14/2022 2/6 1/18/23, 1:51 PM M&C Review 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 apps.cfwnet.org/council_packet/mc_review.asp? I D=30008&cou nciIdate=6/14/2022 3/6 1/18/23, 1:51 PM M&C Review 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; apps.cfwnet.org/council_packet/mc_review.asp? I D=30008&cou nciIdate=6/14/2022 4/6 1/18/23, 1:51 PM 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 apps.cfwnet.org/council_packet/mc_review.asp? I D=30008&cou nciIdate=6/14/2022 5/6 1/18/23, 1:51 PM M&C Review 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) apps.cfwnet.org/council_packet/mc_review.asp? I D=30008&cou nciIdate=6/14/2022 6/6 M&C Review Page 1 of 3 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 http://apps.cfwnet.org/council_packet/mc_review.asp?ID=33376&councildate=6/10/2O25 7/10/2025 M&C Review 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) littp:Happs.cfwnet.org/council_packet/mc_review.asp?ID=33376&councildatc=6/10/2025 7/10/2025 M&C Review Page 3 of 3 ATTACHMENTS FID Table and Availabilitv.xlsx (CFW Internal) Form 1295-New Leaf Executed 4.15.25.1)df (CFW Internal) littp:Happs.cfwnet.org/council_packet/mc_review.asp?ID=33376&councildate=6/10/2025 7/10/2025 FORT 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.