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HomeMy WebLinkAboutContract 46622-W5 *11'Y SECRETARYC�C��Z CONTRACT NO. FIFTH AMENDMENT TO CITY SECRETARY CONTRACT NO. 46622 WHEREAS, on September 23, 2014, the City Council of the City of Fort Worth ("City") authorized the expenditure of a total of $1,300,000.00 in HOME Investment Partnerships Program ("HOME") grant funds to the Fort Worth Housing Finance Corporation ("FWHFC"), for an affordable housing development in the Diamond Hill-Jarvis neighborhood and the sale of 21 lots to FWHFC for the construction of new single family houses to be sold to HOME-eligible buyers (M&C C-27008); WHEREAS,the Board of Directors of FWHFC, a Texas housing finance corporation and public instrumentality of the City, approved contracts with City to purchase the lots and for the HOME funds in order to act as developer of affordable housing for low and moderate income home buyers (Resolution No. FWHFC-2014-13); WHEREAS, on September 25, 2014, City and FWHFC made and entered into City Secretary Contracts No. 45977, 45978, 45979, 45980, 45981, 45982, 45983 and 45984 for the purpose of funding the construction of 8 single family houses as part of the Hardy Street Single Family Infill Development(the "Original Contracts") and made and entered into City Secretary Contract No. 46620,the Contract of Sale and Purchase for the 21 lots; WHEREAS, on September 25, 20 14, City and FWHFC made and entered into City Secretary Contract No. 46622 which provided that the remaining 13 single family houses would be developed by entering into separate Contract Amendments for each of the 13 lots containing the specific terms for each house including HOME funds for development costs (the "13 Lot Contract"); WHEREAS, the Original Contract provided funding to FWHFC pursuant to a grant from the United States Department of Housing and Urban Development through the HOME Program, Catalog of Federal Domestic No. 14.239, with which the City desires to promote activities that expand the supply of affordable housing and the development of partnerships among City, local governments, lenders,private industry and non-profit housing organizations; WHEREAS, the City is required to spend a portion of its annual award of HOME funds on projects with Community Housing Development Organizations ("CHDO") and has requested that the HOME contracts for the development be assigned by FWHFC to Tarrant County Housing Partnership, Inc., a CHDO, in order to assist City in meeting its CHDO spending and commitment goals with the United States Department of Housing and Urban Development; WHEREAS, it is the mutual desire of City and FWHFC to assign FWHFC's rights and obligations as Developer under the Original Contract to Tarrant County Housing Partnership, Inc. in order to meet the City's strategic goal of development and revitalization of the City's affordable housing stock and to accomplish the objectives of the Original Contract; CHDO SINGLE FAMILY CONTRACT OFFICIAL RECORD Page Y Hardy Street Infill Project CITY SECRETARY TCHP—3641 Eagle Nest Street FT. WORTH,TX Rev 10-19-2016 WHEREAS, Tarrant County Housing Partnership, Inc., a Texas non-profit corporation and CHDO is willing to assume all of FWHFC's rights and obligations as Developer under the 13 Lot Contract and enter into Contract Amendments for each of the 13 lots subject to availability of HOME funds for development costs for the 13 houses; WHEREAS, on May 19, 2015, the City Council authorized the expenditure of an additional $310,000.00 of HOME funds to Tarrant County Housing Partnership (hereinafter "Developer") (M&C C-27295) for development costs; WHEREAS, in order to facilitate the development and to assist the City in meeting its CHDO commitment and spending goals and requirements, City and Developer have agreed to amend and restate the Original Contract and incorporate their agreement as set forth below, which agreement shall substitute for and supersede the terms of the Original Contract. City and Developer may be referred to individually as a"Party"and collectively as"the Parties". WHEREAS, in order to facilitate the development and to assist the City in meeting its CHDO commitment and spending goals and requirements, City and Developer have agreed to enter into a Contract Amendment to the 13 Lot Contract to provide funds to construct the house at 3641 Eagle Nest Street and to incorporate their agreement as set forth below, which agreement shall substitute for and supersede the terms of the 13 Lot Contract as those terms apply to 3641 Eagle Nest Street. NOW THEREFORE, in consideration of the mutual agreements in the 13 Lot Contract as amended and restated herein, and the further consideration of the mutual covenants, obligations and responsibilities contained herein, including all Exhibits and Attachments, and subject to the terms and conditions hereinafter stated, City and Developer agree that the following is substituted for and supersedes the 13 Lot Contract for the purpose of developing a single family house at 3641 Eagle Nest Street: "This contract ("Contract") is made and entered into by and between the City of Fort Worth (hereafter"City") and Tarrant County Housing Partnership, Inc. (hereafter "Developer"), a Texas non-profit corporation. City and Developer may be referred to individually as a"Party" and jointly as "the Parties". The Parties state as follows: WHEREAS, City has received a grant from the United States Department of Housing and Urban Development ("HUD") through the HOME Investment Partnerships Program, Catalog of Federal Domestic Assistance No. 14.239, with which City desires to promote activities that expand the supply of affordable housing and the development of partnerships among City, local governments, lenders,private industry, and non-profit 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 CHDO SINGLE FAMILY CONTRACT Page 2 Hardy Street Infill Project TCR?—3641 Eagle Nest Street Rev 10-19-2016 Program Final Rule, as amended, 24 CFR Part 92 et seq. (the "HOME Regulations" or "Regulations") is to benefit low-income citizens by providing them with affordable housing; WHEREAS, a portion of City's HOME funds are reserved for the use of certain housing development entities that qualify under the HOME Regulations as a Community Housing Development Organization or CHDO; WHEREAS, Developer is a Texas non-profit corporation managed by a volunteer Board of Directors working to increase the number of quality, accessible, and affordable ownership housing units available to low and moderate income individuals and families and has fulfilled the requirements of the HOME Program to be a CHDO; WHEREAS, City has certified that Developer is a Community Housing Development Organization; WHEREAS, Developer requested HOME CHDO funds for an eligible project under the HOME Regulations whereby Developer will construct a single family house located at 3641 Eagle Nest, Fart Worth,TX 761.06 for sale to a low-to moderate-income homebuyer; WHEREAS, City citizens and the City Council have determined that the development of quality, accessible, affordable housing is needed for moderate-, low-, and very low-income City citizens; WHEREAS,Developer has undertaken commercially reasonable efforts to identify alternate funding sources and has been unable to secure alternate funding; WHEREAS, City has fully evaluated and underwritten the project in compliance with HOME Regulations and has determined that it is appropriate to fund 100% of the Project's construction costs with HOME Funds; WHEREAS, consistent with the goals of the CHDO program,which was designed to increase a CHDO's capacity to develop affordable housing, Developer shall continue to seek alternative funding sources; WHEREAS, if Developer is able to identify additional funding sources in the future, City may, at its discretion, re-underwrite the project and amend the Contract in order to avoid supplanting federal funds and allow for the participation of any such alternative funding sources; WHEREAS, Developer's efforts to identify additional funding sources for the project shall not delay implementation of the project; NOW, THEREFORE, in consideration of the mutual covenants and obligations and responsibilities contained herein, including all Exhibits and Attachments, and subject to the terms and conditions hereinafter stated, the Parties understand and agree as follows: CHDO SINGLE FAMILY CONTRACT Page 3 Hardy Street Infill Project TCHP—3641 Eagle Nest Street Rev 10-19-2016 1. INCORPORATION OF RECITALS. City and Developer hereby agree that the recitals set forth above are true and correct and form the basis upon which the Parties have entered into this Contract. 2. DEFINITIONS. In addition to terms defined in the body of this Contract, the following terms shall have the definitions ascribed to them as follows: Affordable House means a house purchased by a HOME Eligible Buyer for which the monthly payment of principal, interest, property taxes, and hazard insurance is not more than 30% or less than 20% of the homebuyer's monthly gross income. In the case of new house construction, the percentage of the homebuyer's monthly gross income shall not exceed 32%. Act means the HOME Investment Partnerships Act at Title 11 of the Cranston Gonzales National Affordable Housing Act of 1990, as amended, 42 U.S.C. 12701 et seq. Affordability Period means the period of time that a house purchased or constructed with HOME funds must remain affordable and subject to recapture provisions in 24 CFR Part 92.254 of the HOME Regulations. The Affordability Period for the house constructed under this Contract is 5 years unless otherwise required as set forth in Section 7.3.2. The Affordability Period begins on the date the project status is changed to "complete" in IDIS. Area Median Income or AMI means the median family income for the Fort Worth-Arlington metropolitan statistical area as determined annually by HUD. Business Diversity Enterprise Ordinance or BDE means City's Business Diversity Ordinance, Ordinance No. 20020-12.2011. Complete Documentation means the following documentation as applicable: • Attachments I and II, with supporting documentation as follows: a Proof of expense: copies of timesheets, invoices, leases, service contracts or other documentation showing that payment is due by Developer. a Proof of payment: cancelled checks, bank statements, or wire transfers necessary to demonstrate that amounts due by Developer were actually paid by Developer. • 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 showing compliance with BDE or DBE bidding process for procurement or Contract activities, if applicable; (iv) CHDO SINGLE FAMILY CONTRACT Page 4 Hardy Street Infill Project TCRP—3641 Eagle Nest Street Rev 10-19-2615 proof of contractor, subcontractor or vendor eligibility as described in Section 6.6; and (v) any other documents or records reasonably necessary to verify costs spent for the house. • Complete Documentation shall meet the standards described in the attached Exhibit"J"- Standards for Complete Documentations. Community Housing Development Organization or CHDO means, as defined in 24 CFR 92.2 as amended from time to time, a private non-profit organization,that: (1) Is organized under State or local laws; (2) Has no part of its net earnings inuring to the benefit of any member, founder, contributor, or individual; (3) Is neither controlled by, nor under the direction of, individuals or entities seeking to derive profit or gain from the organization. A CHDO may be sponsored or created by a for-profit entity, but: (i) The for-profit entity may not be an entity whose primary purpose is the development or management of housing, such as a builder, developer, or real estate management firm; (ii) The for-profit entity may not have the right to appoint more than one-third of the membership of the organization's governing body, and board members appointed by the for-profit entity may not appoint the remaining two-thirds of the board members; and (iii) The CHDO must be free to contract for goods and services from vendors of its own choosing; and (iv) The officers and employees of the for-profit entity may not be officers or employees of the CHDO. (4) Has a tax exemption ruling from the Internal Revenue Service under section 501(c) (3) or (4) of the Internal Revenue Code of 1986 (26 CFR 1.501(c)(3)-1), is classified as a subordinate of a central organization non-profit under section 905 of the Internal Revenue Code of 1986, or if the private nonprofit organization is an wholly owned entity that is disregarded as an entity separate from its owner for tax purposes (e.g., a single member limited liability company that is wholly owned by an organization that qualifies as tax-exempt), the owner organization has a tax exemption ruling from the Internal Revenue Service under section 501(c)(3) or (4) of the Internal Revenue Code of 1986 and meets the definition of a CHDO; (5) Is not a governmental entity (including the participating jurisdiction, other jurisdiction, Indian tribe, public housing authority, Indian housing authority, housing finance agency, or redevelopment authority) and is not controlled by a governmental entity. An organization that is created by a governmental entity may qualify as a CHDO; however, the governmental entity may not have the right to appoint more than one-third of the membership of the organization's governing body and no more than one-third of the board members may be public officials or employees of the governmental entity. Board members appointed by a governmental entity may not appoint the remaining two-thirds of the board members. The officers or employees of a governmental entity may not be officers or employees of a CHDO; CHDO SINGLE FAMILY CONTRACT Page 5 Hardy Street Infill Project TCHP—3641 Eagle Nest Street Rev 10-19-2016 (6) Has standards of financial, accountability that conform to 2 CFR Part 200 "Standards for Financial Management Systems"; (7) Has among its purposes the provision of decent housing that is affordable to low- income and moderate-income persons, as evidenced in its charter, articles of incorporation, resolutions, or by laws; (S)Maintains accountability to low-income community residents by: (i) Maintaining at least one-third of its governing board's membership for residents of low-income neighborhoods, other low-income community residents, or elected representative of low-income neighborhood organizations. For urban areas, "community" may be a neighborhood or neighborhoods, city, county or metropolitan area; for rural areas, it may be a neighborhood or neighborhoods, town, village, county, or multi-county area (but not the entire State); and (ii) Providing a formal process for low-income-program beneficiaries to advise the organization in its decisions regarding the design, siting, development, and management of affordable housing; (9)Has a demonstrated capacity for carrying out activities assisted with HOME funds. A designated organization undertaking development activities as a developer or sponsor must satisfy this requirement by having paid employees with housing development experience who will work on projects assisted with HOME funds. For its first year of funding as a CHDO, an organization may satisfy this requirement through a contract with a consultant who has housing development experience to train appropriate key staff of the organization. An organization that will own housing must demonstrate capacity to act as owner of a project and meet the requirements of§ 92.300(a)(2). A nonprofit organization does not meet the test of demonstrated capacity based on any person who is a volunteer or whose services are donated by another organization; and (10) Has a history of serving the community within which housing to be assisted with HOME funds is to be located. In general, an organization must be able to show one year of serving the community before HOME funds are reserved for the organization. However, a newly created organization formed by local churches, service organizations or neighborhood organizations may meet this requirement by demonstrating that its parent organization has at least a year of serving the community. Completion means the substantial completion of the house as evidenced by a Neighborhood Services Department Minimal Acceptable Standard Inspection Report, HUD Compliance Inspection Report, and any other applicable final inspection approval from City. Completion Deadline means November 30, 2017. DBE means disadvantaged business enterprise in accordance with 49 CFR Part 26. Deed of Trust means any deed of trust from Developer in favor of City covering the Property and securing the indebtedness evidenced therein and Developer's performance of the requirements of this Contract and the of the HOME Regulations, as the same may be extended, CHDO SINGLE FAMILY CONTRACT Page 6 Hardy Street Infill Project TCHP—3641 Eagle Nest Street Rev 10-19-2016 amended, restated, supplemented or otherwise modified. The form of the Deed of Trust is attached as part of Exhibit"E"—Loan Documents. Developer Fee means 10% of the total HOME eligible development costs actually spent for the Required Improvements to be paid to Developer. Director means the Director of City's Neighborhood Services Department. Effective Date means October 19, 2016. HAP or HAP Program means City's Homebuyer Assistance Program which provides subordinate forgivable deferred payment loans with HOME funds for closing cost and/or down payment assistance to eligible homebuyers under the HAP Guidelines. HAP Guidelines means any rules, regulations, guidelines and requirements by City or HUD that a homebuyer must meet in order to (i) qualify for HAP down payment and/or closing cost assistance, and (ii) fulfill the homebuyer's obligations under the HOME Program during the Affordability Period. HAP Loan means the subordinate purchase money loan from City under its HAP Program to a HOME Eligible Buyer in the minimum amount of$1,000.00 HAP Loan Documents means the HOME Written Agreement between City and the HOME Eligible Buyer, the promissory note in favor of City in the amount of the HAP assistance and the deed of trust securing the HAP Loan, as well as any other instruments evidencing, securing or guaranteeing the HAP Loan, as the same may be extended, amended, restated, supplemented or otherwise modified. HOME means the HOME Investment Partnerships Program. HOME Eligible Buyer means a homebuyer, whether one or more, (i) whose annual income adjusted for family size does not exceed $0% of AMI, and (ii) who meets HAP Guidelines and qualifies for and receives a minimum of $1,000.00 of down payment and/or closing cost assistance in the form of a HAP loan. HOME Funds means the HOME Program grant funds supplied by City to Developer under the terms of this Contract not to exceed $204,059.35, which includes the costs set forth in Exhibit "B"--Budget and the Developer Fee. HOME Regulations means the HOME Investment Partnerships Program Final Rule found at 24 CFR Part 92 et seq. HOME Requirements means that the house constructed with the HOME Funds must be sold by Developer to a HOME Eligible Buyer who has received a minimum HAP Loan of$1,000.00 and who will occupy the house as his or her Principal Residence throughout the Affordability Period in accordance with the HAP Loan Documents and HAP Guidelines. CHDO SINGLE FAMILY CONTRACT Page 7 Hardy Street Infill Project TCHP—3641 Eagle Nest Street Rev 10-19-2016 HUD means the United States Department of Housing and Urban Development. IDIS means HUD's Integrated Disbursement.Information System. Loan means the HOME Funds provided to Developer by City in the form of a forgivable deferred payment loan under the terms of this Contract as more particularly described in the Loan Documents. Loan Documents means security instruments including without limitation, City's Promissory Note and Deed of Trust, or any other similar security instruments evidencing, securing or guaranteeing City's interest in the Required Improvements constructed by Developer in accordance with the terms of this Contract as the same may from time to time be extended, amended,restated, supplemented or otherwise modified. Neighborhood Services Department means City's Neighborhood Services Department created on February 17, 2015 in Ordinance No. 21651-022015. Plans means the elevations and site plans related to the Required Improvements prepared by 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. The elevations for the house are attached as Exhibit"A-1"—Final Elevations. Principal Residence means the house purchased from Developer by a HOME Eligible Buyer who will occupy it continuously throughout the Affordability Period in accordance with,the HAP Guidelines and the HAP Loan Documents. Promissory Nate means any note in the amount of the HOME Funds executed by Developer payable to the order of City, as the same may be extended, amended, restated, supplemented or otherwise modified. The form of the Promissory Note is attached as Exhibit "E" — Loan Documents. Property means the lot or lots on which the Required Improvements shall be constructed as more particularly described in and encumbered by the Deed of Trust. Required Improvements or the house means all the improvements for a single family house to be constructed on the Property, together with all fixtures, improvements and appurtenances now or later to be located on the Property and/or in such improvements. The house will be commonly known as 3641 Eagle Nest Street, Fort Worth, TX 76106. The Required Improvements are part of an infill housing development project known as the Hardy Street Single Family Infill Development in which Developer will construct and sell single family houses in the Diamond Hill-Jarvis neighborhood to HOME Eligible Buyers (the"project"). Reimbursement Request means all reports and other documentation described in Section 10. CHDO SINGLE FAMILY CONTRACT Page 8 Hardy Street Infill Project TCHP--3641 Eagle Nest Street Rev 10-19-2016 Sales Proceeds means the funds resulting from the sale of the house to a HOME Eligible Buyer and consisting of the sales price of the house less (i) any construction loan repayment(other than the HOME Funds) and (ii) any common and customary seller's closing costs approved by City shown on the Closing Disclosure, or as otherwise defined in the HOME Regulations. 3. TERM AND EXTENSION 3.1 Term. The term of this Contract begins on the Effective Date and terminates in 2 years unless earlier terminated as provided in this Contract. 3.1.1 Extension of Contract. This Contract may be extended for 1 year upon Developer submitting a request for an extension in writing at least 60 calendar days before the end of the Contract term. The request for extension shall include the reasons for the extension and Developer's anticipated budget, construction schedule and goals for the extended term. It is specifically understood and agreed that it is in City's sole discretion whether to approve or deny Developer's request for an additional term. Any such extension shall be in the form of an amendment to this Contract executed by the Parties. 3.2 Term of Loan. The term of the Loan commences on the date of the Promissory Note and terminates in 3 years so long as the terms and conditions of this Contract and the Loan Documents have been met. 4. DUTIES AND RESPONSIBILITIES OF CITY. 4.1 Provide HOME Funds. City shall provide up to $185,508.50 of HOME Funds in the form of the Loan for eligible expenses for the development of the house under the terms and conditions described herein. 4.2 City Will Monitor. City will monitor the activities and performance of Developer and any of its contractors, subcontractors or vendors annually as required by 24 CFR Part 92.504. 5. DEVELOPER OBLIGATIONS. 5.1 Construction of Required Improvements. Developer shall complete the construction of the Required Improvements as described in Exhibit "A" - Project Summary and Scope of Work in accordance with the Plans, the schedule in Exhibit "C" - Construction and Reimbursement Schedule, and the terms and conditions of this Contract. 5.1.1 Written Cost Estimates,_ Constructions Contracts and Construction Documents. Developer shall submit to City the construction contracts and construction documents to CHDO SINGLE FAMILY CONTRACT Page 9 Hardy Street Infill Project TCHP-3641 Eagle Nest Street Rev 10-19-2016 show the work to be undertaken for the Required Improvements in sufficient detail that City can perform all required inspections in accordance with 24 CFR Part 92.251 (a)(2)(iv). City shall review written cost estimates for the construction of the Required Improvements to determine that such costs are reasonable. In the event City, in its sole discretion, determines that such costs are unreasonable, Developer shall revise said costs estimates to City's satisfaction. 5.2 Use of HOME Funds. 5.2.1 Sale of Required Improvements to a HOME Eligible Buyer. Developer shall sell the house to HOME Eligible Buyers under the terms and conditions of this Contract. 5.2.2 Costs in Compliance with HOME Regulations and Contract. Developer shall be reimbursed for eligible costs for the Required Improvements with HOME Funds only if City determines in its sole discretion that: 5.2.2.1 Costs are eligible expenditures in accordance with the HOME Regulations. 5.2.2.2 Costs are in compliance with this Contract and are reasonable and consistent with industry norms. 5.2.2.3 Complete Documentation, as applicable, is submitted by Developer. 5.2.3 Budget. Developer agrees that the HOME Funds will be paid on a reimbursement basis in accordance with Exhibit "B"—Budget and Exhibit "C" — Construction and Reimbursement Schedule. Developer may increase or decrease line-item amounts in the Budget 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 5.2.2, Exhibit "A"—Project Summary and Scope of Work, and shall not increase the total amount of HOME Funds. 5.2.4 Change in Budge . 5.2.4.1 Developer shall continue to make commercially reasonable efforts to identify and secure alternative funding sources for ongoing and future construction projects funded with HOME funds and shall report such efforts to City on a quarterly basis, if applicable. Notwithstanding the forgoing, Developer will notify City promptly of any additional funds it receives for construction of the Required Improvements, and City reserves the right to amend this Contract in such instances to ensure compliance with HUD regulations governing cost allocation. 5.2.4.2 Developer agrees to utilize the HOME Funds to supplement rather than supplant funds otherwise available for the house. CHDO SINGLE FAMILY CONTRACT Page 10 Hardy Street Infill Project TCHP—3641 Eagle Nest Street Rev 10-19-2016 5.2.4.3 Notwithstanding any provision in this Contract to the contrary, Developer's efforts to identify and secure alternative funding sources shall not delay the performance of any obligations of either Developer or City under this Contract. 5.3 Payment of HOME Funds_ to DeveIoper. HOME Funds will be disbursed to Developer upon City's approval of Developer's written and signed Reimbursement Requests, including submission of Complete Documentation to City in compliance with Section 10. It is expressly agreed by the Parties that any HOME Funds not reimbursed to Developer shall remain.with City. 5.4 Identify Expenses Paid with HOME Funds. Developer will keep accounts and records in such a manner that City may readily identify and account for expenses reimbursed with HOME funds. These records shall be made available to City for audit purposes and shall be retained as required hereunder. 5.5 Acknowledgement of City Payment of HOME Funds. Within 90 calendar days after the sale of the house, Developer shall sign an acknowledgement that City has paid all HOME Funds due under this Contract, or shall deliver a document executed by an officer of Developer identifying all or any portion of the HOME Funds that City has not paid to Developer. Once City has met all of its obligations for payment of HOME Funds hereunder, an officer of Developer shall sign an acknowledgement of same. 5.6 Security for City's Interest. To secure City's interest in the Required. Improvements and the performance of Developer's obligations hereunder, Developer shall execute the Loan Documents and record the Deed of Trust at the earlier of(i) the acquisition of the Property, or (ii) before any construction materials are delivered to the Property or any work is commenced on the Required Improvements. No HOME Funds will be paid or reimbursed until the Loan Documents are executed and the Deed of Trust is recorded. City will release the Deed of Trust upon the closing of the sale of the house to a HOME Eligible Buyer. 5.6.1 Loan Terms and Conditions. Developer will be required to: 5.6.1.1 Execute the Promissory Note and Deed of Trust along with any other Loan Documents required by City. 5.6.1.2 Provide City with a Mortgagee's or Lender's policy of title insurance in the amount of the Loan. 5.6.1.3 Pay all costs associated with closing the Loan.. 5.6.1.4 Provide City with a copy of an estimated settlement statement from the title company at least I business day before closing of the Loan. CHDO SINGLE FAMILY CONTRACT Page I I Hardy Street Infill Project TCHP—3641 Eagle Nest Street Rev 10-19-2016 5.6.1.5 Ensure City's lien is in first lien position unless otherwise approved in writing by City. In addition, City must approve in writing any secured financing for the Required Improvements that is to be subordinate to the Loan. 5.6.1.6 The term of the Loan shall be as specified in Section 3.3. 5.6.1.7 No interest shall accrue on the Loan provided that Developer complies with the terms and conditions of the Promissory Note. 5.6.1.8 The Loan is a forgivable deferred payment loan. The Loan will be forgiven provided that (i) the house is sold to a HOME Eligible Buyer in accordance with the HOME Requirements, (ii) City receives the Sales Proceeds, and (iii) Developer is not otherwise in default of the Loan terms or Contract provisions. 5.6.1.9 Early repayment of the Loan shall not relieve Developer of its obligations under this Contract or the HOME Regulations including but not limited to the HOME Requirements. The Deed of Trust shall secure both repayment of the HOME Funds, if required, and performance by Developer of its obligations under this Contract. 5.6.1.10 Refinancing of the Loan or any approved subordinate financing by Developer shall require City's prior written approval for the purpose of ensuring compliance with the HOME Requirements, which approval shall not be unreasonably conditioned or withheld. 5.6.1.11 Failure by Developer to comply with this Section 5.6.1 will be an event of default under this Contract and the Loan Documents. 5.7 Maintain HOME Requirements. Developer shall ensure that the house is sold to a HOME Eligible Buyer as required by this Contract and the HOME Regulations. Developer must notify City in writing if Developer has not entered into a binding sales contract for the house with a HOME Eligible Buyer within 6 months of Completion. Such notice must be given within 14 calendar days of the 6 month deadline and Developer shall have 7 calendar days from the date of the notice to submit a detailed plan describing how the house will be sold to a HOME Eligible Buyer within 9 months of Completion. If Developer has not sold the house within 9 months of Completion, then the default provisions of Section 11.3 of this Contract shall apply. 5.8 HOME Requirements Survive Transfer. Any sale or transfer of the Property by Developer during the Contract term, other than a sale of the house to a HOME Eligible Buyer or a transfer due to condemnation or to obtain utility services, may at City's sole discretion require the repayment of the HOME Funds. At a minimum, any such sale or transfer will require the new owner or transferee to assume in writing CHDO SINGLE FAMILY CONTRACT Page 12 Hardy street Infill Project TCHP—3641 Eagle Nest Street Rev 10-19-2016 the HOME Requirements as well as all of Developer's other obligations under this Contract. Failure of the new owner or transferee to promptly assume all of Developer's obligations under this Contract and the Loan Documents will result in immediate termination of this Contract and any HOME Funds already paid to Developer must be repaid to City within 30 days of such termination. In addition, City may pursue any of its remedies under the Loan Documents if the new owner or transferee fails to assume all of Developer's obligations hereunder. 5.9 CHDO Certification. 5.9.1. CHDO Requirements Met. By the execution of this Contract, Developer represents that it meets the requirements for designation as a CHDO set forth in 24 CFR Part 92.2. 5.9.2 Status Reports. Developer has a continuing duty to provide City with all documentation or information in regard to any change in its status as a CHDO or as a 501(c)(3) tax exempt entity within 10 business days of said change. Developer shall provide an annual board roster and proof of its continued status as a CHDO to City by January 301h of each year. CHDO shall replace any board member who resigns or is otherwise no longer able to serve within 3 months of the vacancy. The failure of Developer to maintain its status as a CHDO and a 501(c)(3) tax exempt entity shall result in termination of this Contract and return of all HOME Funds to City if CHDO is unable to cure any violations of this Section within 30 calendar days of written notice from City. 6.1 Construction Schedule. Developer will 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 City sends a Notice to Proceed. Developer's failure to meet the Construction Schedule or the Completion Deadline shall be an event of default. Developer may not change the Construction Schedule without the Director's prior written approval, which approval shall be in the Director's sole discretion. 6.1.1 Construction Inspections_ City shall conduct progress and final inspections of the construction of the house to ensure that work is done in accordance with applicable codes, Developer's construction contract and the construction documents in accordance with 24 CFR Part 92.251 (a)(2)(v). The construction of the house 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 City at the completion of the construction of the house. 6.2 ApRlicable Laws, Building Codes and Ordinances. The Plans and construction for the house shall (i) conform to all applicable Federal, State, City and other local laws, ordinances, codes, rules and regulations, including the HOME Regulations; (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 CHDO SINGLE FAMILY CONTRACT Page 13 Hardy Street Infill Project TCHP--364I Eagle Nest Street Rev 10-19-2016 construction, must conform to the Model Energy Code published by the Council of American Building Officials. 6.3 Property Standards_During Construction. If applicable, Developer shall comply with the following during the construction of the house: (i) the Uniform Physical Condition Standards ("UPCS") contained in 24 CFR 5.703 and (ii) City property standards. 6.4 Lead-Based Paint Requirements. If applicable, Developer will comply with all Federal lead-based paint requirements including lead screening in housing built prior to 1978 in accordance with 24 CFR Part 92.355 and 24 CFR Part 35, subparts A, B, J, 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 by City Not Release of Responsibility. Approval of the Plans by City shall not constitute or be deemed (i) to be a release of the responsibility or liability of Developer or any of its architects, contractors or subcontractors, or their respective officers, agents, employees and lower tier subcontractors, for the accuracy or the competency of the Plans, 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 City for any negligent act, error or omission in the conduct or preparation of any tests, investigations, 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,Vendor and Subcontractor Requirements. Developer will use commercially reasonable efforts to ensure that 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 house. For purposes of this Contract, the term "vendors" shall include real estate brokers, other real estate marketing professionals, title companies, as well as surveyors and appraisers if Developer pays for the survey or the appraisal. The term "vendors" does not include suppliers and materialmen. Developer shall ensure that all subcontractors or vendors utilized by Developer or subcontractors utilized by Developer's general contractor in the construction of the house, or vendors utilized by Developer in the marketing or sale of the house are not debarred or suspended from performing the contractor's, subcontractor's or vendor's work by City, the State of Texas or the Federal government. Developer acknowledges that 24 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.gov ("SAM"). Developer must confirm by search of SAM that all contractors, subcontractors or vendors are not listed by SAM as being debarred, both prior to hiring and prior to submitting a Reimbursement Request which includes invoices from any such contractor, subcontractor, or vendor. Failure to submit such proofs of search shall be an event of default. In the event that City determines that any contractor, subcontractor or vendor has been debarred, suspended, or is not properly licensed, Developer or Developer's general CHDQ SINGLE FAMILY CONTRACT Page 14 Hardy Street Infill Project TCHP—3641 Eagle Nest Street Rev 10-14-2015 contractor shall immediately cause such contractor, subcontractor or vendor to stop work on the house and Developer shall not be reimbursed for any work performed by such contractor, subcontractor or vendor. However, this Section shall not be construed to be an assumption of any responsibility or liability by City for the determination of the legitimacy, quality, ability, or good standing of any contractor, subcontractor or vendor. Developer acknowledges that the provisions of this Section pertaining to the SAM shall survive the termination of this Contract and be applicable for so long as Developer owns the house which was constructed in whole or in part with the HOME Funds. 7. SALE OF REQUIRED IMPROVEMENTS TO HOME ELIGIBLE BUYER. 7.1 Income Eligibility. Homebuyer eligibility will be determined using the definition of annual income in 24 CFR 5.609. 7.2 Sales Price of Required Improvements; Market Analysis. The sales price of each house shall not exceed 95% of the median purchase price for the area as set by HUD in accordance with 24 CFA 92.254. The sales price of the house shall be established by a market analysis obtained by Developer and furnished by Developer to City within 30 calendar days of Developer applying for building permits from City. The sales price established by the market analysis shall only be valid for 9 months from the date of the market analysis. If Developer has not sold the house to a HOME Eligible Buyer within the 9 month period during which the market analysis is valid, a new market analysis must be performed to establish the sales price of the house. City in its sole discretion may extend this 9 month period for up to 60 days if Developer has entered into a binding sales contract for the house before the end of the 9 month period and needs the extension to close the sale of the house. 7.3 HOME Eligible Buyer. All purchasers of the house must be HOME Eligible Buyers. Developer must verify that a prospective purchaser is a HOME Eligible Buyer and must timely supply City with all information necessary to prove eligibility for the HAP Loan. Any attempted sale of a house to a purchaser who is not a HOME Eligible Buyer shall be an event of default and shall result in automatic termination of this Contract. HOME Eligible Buyers must complete a homeownership training and counseling program prior to closing their purchase of the house from Developer. This requirement shall be evidenced by a completion certificate from a HUD- certified housing counseling agency provided to City. Failure to provide a copy of such certificate shall be an event of default. 7.3.1 HAP Participation. All prospective purchasers of a house must apply and qualify for a HAP Loan of at least $1,000.00 of down payment and/or closing cost assistance at least 30 calendar days prior to closing of the sale of the house. Eligibility for a HAP Loan shall be determined by City in its sole discretion using the HAP Guidelines. City shall enter into a HOME Written, Agreement with the prospective purchaser as part of the HAP Loan. If requested by City, Developer shall use its best efforts to timely provide City with all documents necessary for City to process the HAP Loan application, including verification of homebuyer income eligibility. CHDO SINGLE FAMILY CONTRACT Page 15 Hardy Street Infill Project TCHP--3641 Eagle Nest Street Rev 10-19-2416 7.3.2 Other HOME Assistance. HOME Regulations require that the amount of HOME investment that is subject to recapture is based on the amount of HOME assistance that enabled the homebuyer to buy the dwelling unit. The sales price of the house will be determined by a market analysis performed by Developer in accordance with Section 7.2. In the event that the price of the house is reduced below the sales price set by the market analysis or a lender's appraisal, whichever is lower, and the amount of the reduction in the sales price plus the amount of the HAP Loan exceeds $15,000.00, then the Affordability Period will be 10 years. If the amount of the reduction in the sales price plus the amount of the HAP Loan exceeds $40,000.00, then the Affordability Period will be 15 years. 7.3.2.1 If required, the additional Affordability Period will be more particularly described in the HOME Written Agreement and evidenced by a note to City in the amount of the other HOME Assistance described in this subsection and secured by a deed of trust in favor of City. The loan will be a subordinate forgivable deferred payment loan for the term of the additional required Affordability Period. 7.3.2.2 Developer shall notify City, and if necessary, the prospective homebuyer and the prospective homebuyer's first lien mortgage company within S business days of determining that the sales price of the house will require an additional Affordability Period. 7.4 Sales Contract. Developer shall provide City with a copy of a proposed sales contract for the house for City approval prior to execution by Developer. City will review and approve the sales contract or request changes within 1 business day. The sales contract must contain the following provision: 7.4.1 "The Property was constructed with Federal funds which require that the Buyer occupy it as Buyer's principal residence for up to 15 years. To assure performance of this Federal requirement,Buyer must apply for and obtain a subordinate loan of at least $1,000.00 from the City of Fort Worth's Homebuyer Assistance Program for closing cost and/or down payment assistance. City's loan will be secured with a Deed of Trust which will remain on the Property for a minimum of 5 years. If Buyer occupies the Property as Buyer's principal residence for the full affordability period based on the amount of direct assistance calculated in accordance with Federal requirements, City will forgive its loan. If Buyer does not meet the Federal requirements for City's loan, Seller shall terminate the contract by giving notice to Buyer and the Earnest Money will be refunded to Buyer." 7.5 Developer to Provide Settlement Statement. Developer shall provide City the estimated Closing Disclosure at least 5 business days prior to the closing of the sale of the house to a HOME Eligible Buyer. The Closing Disclosure shall show any homebuyer subsidies, the HAP Loan, any loan for the other HOME Assistance and the Sales Proceeds to be returned to City. Developer shall not close the sale of a house CHDO SINGLE FAMILY CONTRACT Page 16 Hardy Street Infill Project TCHP—3641 Eagle Nest Street Rev 10-13-2016 without receiving City's written approval of the final Closing Disclosure. Written approval from City to the title company closing the sale of the house shall be deemed written approval of the final Closing Disclosure for purposes of this Section. 7.5 Deadline for Sale of Required Improvements. The house must be sold to a HOME Eligible Buyer within 9 months of Completion. Developer shall submit monthly status reports to City regarding the sale of each house beginning with the first month after Completion and continuing until the house is sold. 7.7 Marketing 7.7.1. Affirmative Marketing. Developer must adopt affirmative marketing procedures and requirements for the Required Improvements consistent with City policies and procedures. The procedures and requirements must include methods for informing the public, owners and potential homebuyers about fair housing laws and policies so as to ensure that all individuals, without regard for sex, age, race, color, creed, nationality, national origin, religion, handicap status, disability, familial status, sexual orientation, gender identity, gender expression or transgender, are given an equal opportunity to participate in the project. Affirmative marketing procedures and requirements must include the following as required by 24 CFR Part 92.351: 7.7.1.1 Methods for informing the public, owners, and potential purchasers about Federal fair housing laws and City's affirmative marketing policy 7.7.1.2 Requirements and practices Developer must adhere to in order to carry out City's affirmative marketing procedures and requirements 7.7.1.3 Procedures to be used by Developer to inform and solicit potential purchasers of the houses constructed as part of the project in the housing market area who are not likely to seek to purchase a house without special outreach; 7.7.1.4 Records that will be kept describing actions taken by Developer to affirmatively market the program and houses constructed as part of the project and records to assess the results of these actions; and 7.7.1.5 A description of how Developer will annually assess the success of affirmative marketing actions and what corrective actions will be taken where affirmative marketing requirements are not met. 7.7.2. CityApprorval. All Developer marketing procedures related to the house and the project, including but not limited to the affirmative marketing described in Section 7.7.1, are subject to approval by City. Developer shall submit all marketing plans for City approval no later than 30 calendar days after the Effective Date. CHDO SINGLE FAMILY CONTRACT Page 17 Hardy Street Infill Project TCHP—3641 Eagle Nest Street Rev 10-19-2416 7.7.3 Effective Marketing. Developer will be solely responsible for the effective marketing responsibilities necessary to achieve the HOME Requirements. Documentation supporting these efforts shall be submitted to City upon request and shall include, but not be limited to, brochures, sign-in sheets for open houses,listings, and advertisements for the house and the project. 7.8 Developer Fee. Developer shall be paid the Developer Fee as more particularly described in Exhibit"C" — Construction and Reimbursement Schedule upon the closing of the sale of the house to a HOME Eligible Buyer so long as City has received copies of all of the inspections set forth in Section 6.1.1. City shall pay Developer Fee at City's sole option (i) outside of closing upon receipt from Developer of an invoice including Complete Documentation showing the total amount of HOME Funds actually spent to develop the Required Improvements, or (ii) at closing. City, in its sole discretion, may elect to pay a portion of the Developer Fee before closing. if City so elects, such early partial payment shall be more particularly described in Exhibit "B" — Budget and Exhibit "C"—Construction and Reimbursement Schedule. 7.9 Sales Proceeds. All Sales Proceeds shall be returned to City. 8. ADDITIONAL HOME REQUIREMENTS_. Developer agrees to comply with all requirements of the HOME Program as stated in the HOME Regulations, including,but not limited to the following: 8.1 Environmental Review. HOME Funds will not be paid and costs may not be incurred until City has conducted 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, and (ii) require Developer to repay to City any HOME Funds received and forfeit any future payments of HOME Funds. 8.1.2 Mitigation. Developer must take the mitigation actions outlined in Exhibit "A-2"---Environmental Mitigation Action. 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 Funds, and that such commitment or CHDO SINGLE FAMILY CONTRACT Page 18 Hardy Street Infill Project TCHP—3641 Eagle Nest Street Rev 10-19-2016 approval may occur only upon satisfactory completion of environmental review and receipt by City of an authorization to use grant funds from HUD under 24 CFR Part 58, 8.3. Monitoring. 8.3.1 Developer understands and agrees that it will be subject to monitoring by City for compliance with the HOME Regulations, the terms of this Contract and the Loan Documents until the project is closed in IDIS and for S years thereafter. Developer will provide reports and access to project files as requested by City during the term of the Contract and for 5 years after the project is closed in IDIS. In order to assist City with its monitoring, Developer shall comply with all the reporting requirements set out in this Contract. 8.3.2 Representatives of City, HUD, HUD Office of Inspector General, and the United States Comptroller General shall have access during regular business hours, upon 48 hours' prior notice, to Developer's offices and records that are related to the use of the HOME Funds, and to Developer's officers, agents, and records that are related to the use of the HOME Funds, 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, City 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. City shall provide Developer with a written report of the monitor's findings after each monitoring visit. If the monitoring report notes deficiencies in Developer's performance, the report shall include requirements for the timely correction of said deficiencies by Developer. Failure by Developer to take the action specified in the monitoring report may be cause for suspension or termination of this Contract as provided herein or City may take all actions allowed in the Loan Documents. 8.3.4 This Section 8.3 shall be applicable for the duration of the Contract term and for 5 years thereafter 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 will 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. Developer shall comply with all applicable federal, state and local laws, regulations, and ordinances for making procurements under this Contract. Developer shall CHDO SINGLE FAMILY CONTRACT Page 19 Hardy Street Infill Project TCHP—3641 Eagle Nest Street Rev 10-19-2016 establish written procurement procedures to ensure that materials and services are obtained in a cost effective manner 8.7 Cost PrincipleslCost 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 aliocability. 8.8 Financial Management Standards. Developer agrees to adhere to the accounting principles and procedures required in 2 CFR Part 200, as applicable, utilize adequate internal controls, and maintain necessary supporting and back-up documentation for all costs incurred in accordance with 2 CFR Part 200.302 and Part 200.303. 8.9 Uniform Administrative Requirements. Developer will comply with the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards in 2 CFR Part 200, as applicable, or any reasonably equivalent procedures and requirements that City may require. 8.10 Compliance with FFATA and Whistleblower Protections. Developer shall provide City with all necessary information for City to comply with the requirements of 2 CFR 300(b), including provisions of the Federal Funding Accountability and Transparency Act ("FFATA") governing requirements on executive compensation and provisions governing whistleblower protections contained in 10 U.S.C. 2409, 41 U.S.C. 4712, 10 U.S.C. 2324,41 U.S.C. 4304 and 41 U.S.C. 4310. 8.10.1 Developer shall provide City 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 Funds that provides reasonable assurance that Developer is managing the HOME 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 Evaluate and monitor Developer's compliance with statutes, regulations and the terms and conditions of this Contract; CHDO SINGLE FAMILY CONTRACT Page 20 Hardy Street Infill Project TCHP—3641 Eagle Nest Street Rev 10-19-2016 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 information and other information that HUD or City designates as sensitive or Developer considers sensitive consistent with applicable federal, state, local and tribal laws regarding privacy and obligations of confidentiality. 8.12 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 City shall possess all rights to invention or discovery, as well as rights in data which may arise as a result of Developer's performance under this Contract. 8.13 Terms Applicable to Contractors,Subcontractors and Vendors. Developer understands and agrees that all terms of this Contract, whether regulatory or otherwise, shall apply to any and all contractors, subcontractors and vendors of Developer which are in any way pard with HOME Funds or who perform any work in connection with the construction or sale of the house. 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 HOME Requirements and the HOME Regulations. Developer shall monitor the services and work performed by its contractors, subcontractors and vendors on a regular basis for compliance with the HOME Requirements, the HOME Regulations and Contract provisions. Developer is responsible to cure all violations of the HOME Regulations committed by its contractors, subcontractors or vendors pertaining to this Contract. City maintains the right to insist on Developer's full compliance with the terms of this Contract and the HOME Regulations and Developer is responsible for such compliance regardless of whether actions to fulfill the requirements of this Contract or 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 5 years after the termination of this Contract. 8.14 Payment and Performance Bonds. Subject to the requirements of 2 CFR Part 200, Developer shall furnish City with payment and performance bonds in a form acceptable to City in the amount of the construction cost for the project but not less than $164,680.00, which is the total amount of the Loan. At City's discretion, other forms of assurance may be acceptable so long as they meet the requirements of the HOME Regulations. 9. RECORD KEEPING, REPORTING AND DOCUMENTATION REQUIREMENTS,RIGHT TO AUDIT. 9.1 Record Keening_ Developer shall maintain a record keeping system as part of its performance of its obligation under the terms of this Contract and shall promptly provide City with copies of any CHDO SINGLE FAMILY CONTRACT Page 21 Hardy Street Infill Project TCHP—3641 Eagle Nest Street Rev 10-19-2016 document City deems necessary for the effective fulfillment of City's monitoring and evaluation responsibilities. Specifically, Developer will keep or cause to be kept an accurate record of all actions taken and all funds spent, with supporting and back-up documentation. Developer will maintain all records and documentation related to this Contract for 5 years after the Contract terminates. If any claim, litigation, or audit 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. Representatives of City 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 for 5 years after the Contract terminates. Such access shall be during regular business hours and upon at least 7 calendar days prior notice. 9.2 Reports. Developer will submit to City all reports and documentation described in this Contract in such form as City may prescribe. Developer may also be required to submit a final performance and/or final financial report if required by City at the termination of this Contract and/or the end of the Loan in such form and within such times as City may prescribe. Failure to submit any report or documentation described in this Contract to City shall be an event of default of this Contract and City may exercise all of it remedies for default under this Contract and Loan Documents. 9.2.1 Additional information. Developer shall provide City with additional information as may be required by State or Federal agencies to substantiate HOME Program activities and/or expenditure eligibility. 9.3 Change in Reporting Requirements and Forms. City retains the right to change reporting requirements and forms at its discretion. City will notify Developer in writing at least 30 calendar days prior to the effective date of such change, and the Parties shall execute an amendment to this Contract reflecting such change if necessary. 9.4 City Reserves the Right to Audit. City reserves the right to perform an audit of Developer's project operations and finances at any time during the term of this Contract or for 5 years after the Contract terminates, if City determines that such audit is necessary for City's compliance with the HOME Regulations or other City policies, and Developer agrees to allow access to all pertinent materials as described herein. If such audit reveals a questioned practice or expenditure, such questions 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, City reserves the right to withhold further funding under this Contract and/or other contracts with Developer. IF AS A RESULT OF ANY AUDIT IT IS DETERMINED THAT DEVELOPER HAS FALSIFIED ANY DOCUMENTATION OR MISUSED, MISAPPLIED OR MISAPPROPRIATED HOME CHDO SINGLE FAMILY CONTRACT Page 22 Hardy Street Infill Project TCHP--3641 Eagle Nest Street Rev 10-19-2016 FUNDS OR SPENT HOME FUNDS ON ANY INELIGIBLE ACTIVITIES, DEVELOPER AGREES TO REIMBURSE CITY THE AMOUNT OF SUCH MONIES PLUS THE AMOUNT OF ANY SANCTIONS, PENALTY OR OTHER CHARGE LEVIED AGAINST CITY BY HUD BECAUSE OF SUCH ACTIONS. 10. REIMBURSEMENT RE UIREMENTS. Developer shall provide City with Complete Documentation and the following reports as shown in Exhibit"F"--Reimbursement Forms with each Reimbursement Request: 10.1 Attachment I—Invoice. This report shall contain the amount requested for reimbursement in the submitted request, and the cumulative reimbursement requested to date (inclusive of the current request). 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 terms 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: 1.0.2,1 Invoices for each expense with an explanation as to how the expense pertains to the house or project, if necessary; and 10.2.2 Proof that each expense was pard by Developer, which can be satisfied by cancelled checks, wire transfer documentation, paid receipts or other appropriate banking documentation. 10.3 Deadline for Submitting Reimbursement Requests. All Reimbursement Requests along with Complete Documentation shall be submitted by Developer to City within bU calendar days from each of the deadlines as shown in Exhibit"C" — Construction and Reimbursement Schedule. 10.3.1 CITY SHALL HAVE NO OBLIGATION TO PAY ANY REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 60 CALENDAR DAYS OF THE DEADLINES SHOWN IN EXHIBIT "C" — CONSTRUCTION AND REIMBURSEMENT SCHEDULE. In addition, Developer's failure to timely submit Reimbursement Requests and Complete Documentation along with any required reports shall be an event of default. 10.3.2 CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT ON ANY REIMBURSEMENT REQUUEST THAT IS NOT RECEIVED WITHIN 30 CALENDAR DAYS OF THE COMPLETION DEADLINE. 10.3.3 Final Pa ment. Developer shall not be reimbursed for Final Payment until it submits Exhibit "[U" — CHDO SINGLE FAMILY CONTRACT Pa-e 23 Hardy Street Infill Project TCHP-3641 Eagle Nest Street Rev 10.19-2016 HOME Project Compliance Report to City regarding the HOME Eligible Buyer. 10.4 Withholding Payment. 10.4.1 CITY SHALL WITHHOLD PAYMENTS REQUESTED UNDER THIS CONTRACT IF COMPLETE DOCUMENTATION IS NOT RECEIVED. 10.4.2 FINAL REIMBURSEMENT SHALL NOT BE MADE UNTIL ALL LIENS ARE RELEASED TO CITY'S SATISFACTION AND THE CLOSING OF THE SALE OF THE HOUSE TO A HOME ELIGIBLE BUYER. Developer shall furnish City with a copy of an Affidavit of Completion sworn to by Developer's general contractor that has been filed by Developer in the Tarrant County Real Property Records in compliance with the Texas Property Code, Section 53.1.06 as proof that all subcontractors, laborers and materialmen have been paid in full for all labor and materials provided to the general contractor for the house and project. 10.5 Timing of Payment. Provided that Developer submits Complete Documentation to the Director with respect to the Required Improvements in conformance with this Contract, City will reimburse Developer for eligible expenses within 15 calendar days. 11. DEFAULT AND TERMINATION. 11.1 Failure to Bep-in or Complete the Required Improvements 11.1.1 The Property shall be acquired by Developer within 12 months of the Effective Date. If Developer fails to begin construction of the house within 12 months of the acquisition of the Property or, if Developer already owns the Property, the Effective Date, this Contract shall automatically terminate without further notice or opportunity to cure, and with no penalty or liability to City. 11.1.2 If City determines that the Required Improvements were not completed by the Completion Deadline or have failed to pass any of the inspections described in Section 6.1.1, City shall have the right to terminate this Contract effective immediately upon written notice to Developer of such intent with no penalty or liability to City after giving Developer 30 calendar days to cure. City shall also be entitled to demand repayment of the HOME Funds already disbursed to Developer and enforce any of the provisions of Loan Documents for default. 11.2 Failure to Submit Complete Documentation During Construction. 11.2.1 If Developer fails to submit 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 City in its sole discretion, City will notify Developer in writing and Developer will have 30 calendar days from the date of City's written notice to submit or resubmit any such report or CHDO SINGLE FAMILY CONTRACT Page 24 Hardy Street InfiII Project TCHP—3641 EagIe Nest Street Rev 10-19-2016 documentation. If Developer fails to submit or resubmit any such report or documentation within such time, City shall have the right to withhold payments. If such failure continues for an additional 30 calendar days (a total of calendar 60 days), City shall have the right to terminate this Contract effective immediately upon written notice of such intent to Developer with no penalty or liability to City. Notwithstanding anything to the contrary herein, City will not be required to pay any HOME Funds to Developer during the period that any such report or documentation is missing or otherwise not in compliance with this Contract or the HOME Regulations. 11.2.2 If any of Developer's Reimbursement Requests are incomplete or otherwise not in compliance with this Contract or the HOME Regulations as determined by City in its sole discretion, City 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. If such failure to resubmit such Reimbursement Request continues for an additional 15 calendar days (a total of 30 calendar days), City shalt have the right to terminate this Contract effective immediately upon written notice of such intent with no penalty or liability to City. Notwithstanding anything to the contrary herein, City will not be required to pay any HOME Funds to Developer during the period that any such Reimbursement Request is not in compliance with this Contract or the HOME Regulations. 11.2.3 In the event of more than 2 instances of default, cured or uncured, under Sections 11.2.1 or 11.2.2, City reserves the right at its sole option to terminate this Contract effective immediately upon written notice of such intent to Developer with no penalty or liability to City. 11.2.4 Notwithstanding anything to the contrary herein, City will not be required to pay any HOME Funds to Developer during the period that any Reimbursement Request, report or other documentation is missing, past due or is not in compliance with this Contract or the HOME Regulations, or during any period during which Developer is in default of this Contract. 11.2.5 In the event of termination under this Section 11.2, all HOME 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 Funds already paid to Developer must be repaid to City within 30 calendar days of termination under this Section. Failure to repay such HOME Funds will result in City exercising all legal remedies available to City under this Contract and the Loan Documents. 11.3 Failure to Sell Required Improvements: Developer must notify City in writing if Developer fails to sell the house to HOME Eligible Buyers within 9 months of Completion as described in Section 5.7. Developer must notify City in writing no later than S months after Completion which of the following options Developer plans to elect if a house will not be sold to a HOME Eligible Buyer within 9 months of Completion: CHDO SINGLE FAMILY CONTRACT Page 25 Hardy Street Infill Project TCHP•--3641 Eagle Nest Street Rev 10-19-2016 11.3.1 Convert the house to a rental unit as described in 24 CFR Part 92.252. Developer will be responsible for maintenance and management of the rental house. If Developer selects this option, City will enter into a separate agreement with Developer setting forth the HOME requirements applicable for HOME rental units; or 11.3.2 Repay City all HOME Funds provided to Developer under this Contract for the unsold house within 30 calendar days of notifying City of this option. If Developer selects this option, this Contract may be terminated at City's sole election. 11.4 Failure to Maintain or Submit Re uired Reports and Documentation. 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 Regulations as determined by City in its sole discretion, City will notify Developer in writing and Developer will have 15 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 City. if Developer fails to maintain the required reports or documentation, or submit or resubmit any such report or documentation within such time, City shall have the right to terminate this Contract effective immediately upon written notice of such intent with no penalty or liability to City. In the event of termination under this Section 11.4, any HOME Funds paid to Developer must be repaid to City within 30 calendar days of termination. Failure to repay such HOME Funds will result in City exercising all legal remedies available to City under this Contract and the Loan Documents. 11.5 In General. 11.5.1 Subject to Sections 11.1, 11.2, 11.3 and 11.4, and unless specifically provided otherwise in this Contract, Developer shall be in default under this Contract if Developer breaches any term or condition of this Contract. In the event that such a breach remains uncured after 30 calendar days following written notice by City (or such other notice period as may be specified herein), or if Developer has diligently and continuously attempted to cure following receipt of such written notice but reasonably required more than 30 calendar days to cure, as determined by both Parties mutually and in good faith, City shall have the right to elect, in City's sole discretion, to (i) extend Developer's time to cure, (ii) terminate this Contract effective immediately upon written notice of such intent to Developer, or (iii) pursue any other legal remedies available to City under this Contract or the Loan Documents. 11.5.2 City's remedies may include: 11.5.2.1 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. 11.5.2.2 Direct Developer to establish and follow a management plan that assigns:responsibilities for carrying out the remedial activities. CHDO SINGLE FAMILY CONTRACT page 26 Hardy Street Infill Project TCHP—3641 Eagle Nest Street Rev 10-19-2016 11.5.2.3 Cancel or revise activities likely to be affected by the performance deficiency, before expending HOME Funds for the activities. 11.5.2.4 Reprogram HOME Funds that have not yet been expended from affected activities to other eligible activities or withhold HOME Funds. 11.5.2.5 Direct Developer to reimburse City in any amount of HOME Funds not used in accordance with the HOME Regulations. 11.5.2.6 Suspend reimbursement of HOME Funds for affected activities. 11.5.2.7 Any other appropriate action including but not limited to any remedial action legally available such as declaratory judgment, specific performance, damages, temporary or permanent injunctions,termination of this Contract or any other contracts with Developer, and any other available remedies. 11.5.3 In the event of termination under this Section 11.5, all HOME 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 Funds already paid to Developer must be repaid to City within 30 calendar days of termination. Failure to repay such HOME Funds will result in City exercising all legal remedies available to City under this Contract or the Loan Documents. 11.5.4 If this Contract terminates prior to the sale of the house to a HOME Eligible Buyer or to conversion to a lease purchase or rental unit, Developer waives all right to the Developer Fee. 11.5 No Funds Disbursed while in Breach. Developer understands and agrees that no HOME Funds will be paid to Developer until all defaults are cured to the satisfaction of City. 11.7 No Compensation After Date of Termination. Developer will not receive any HOME Funds for work undertaken after the date of termination. 11.8 Rights of City Not Affected. Termination shall not affect or terminate any of the existing rights of City against Developer, or which may thereafter accrue because of such default, and this provision shall be in addition to any and all other rights and remedies available to City under the law and Loan Documents including, but not limited to, compelling Developer to complete the Required Improvements in accordance with the terms of the Contract. Such termination does not terminate any applicable provisions of this Contract that have been expressly noted as surviving the term or termination of this Contract. No delay or omission by City in exercising any right or CHDO SINGLE FAMILY CONTRACT Page 27 Hardy Street Infill Project TCHP—3641 Eagle Nest Street Rev 10-19-2016 remedy available to it under this Contract shall impair any such right or remedy or constitute a waiver or acquiescence in any CHDO default. 11.9 Waiver of Breach Not Waiver of Subsequent Breach. The waiver of a default or 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 or thereof 11.10 Civil, Criminal and Administrative Penalties. Failure to perform all Contract terms may result in civil, criminal or administrative penalties, including, but not limited to those set out in this Contract. 11.11 Termination for Cause. 11.11.1 City may terminate this Contract in the event of Developer's default, inability, or failure to perform subject to notice, grace and cure periods. In the event City terminates this Contract for cause, all HOME Funds awarded but unpaid to Developer pursuant to this Contract shall be immediately rescinded and Developer shall have no fiu-ther right to such fiends and any HOME Funds already paid to Developer must be repaid to City within 30 calendar days of termination. Failure to repay such HOME Funds will result in City exercising all legal remedies available to City under this Contract or the Loan Documents. DEVELOPER ACKNOWLEDGES AND AGREES THAT IF CITY TERMINATES THIS CONTRACT FOR CAUSE, NEITHER DEVELOPER NOR ANY AFFILIATES OF DEVELOPER WILL BE CONSIDERED FOR ANY OTHER CITY CONTRACT FOR HOME FUNDS FOR A MINIMUM OF 5 YEARS FROM THE DATE OF TERMINATION. 11.11.2 This Contract shall be terminated immediately in the event Developer loses its CHDO certification or status after the cure period stated in Section 5.9.2. 11.11.3 Developer may terminate this Contract if City does not provide the HOME Funds substantially in accordance with this Contract. 11.12 Termination for Convenience. In terminating in accordance with 2 CFR 200, Appendix II, this Contract may be terminated in whole or in part only as follows: 11.12.1 By City with the consent of Developer in which case the Parties shall agree upon the termination conditions, including the effective date and in the case of partial termination, the portion to be terminated, or 11.12.2 By Developer upon written notification to City setting forth the reasons for such termination, the effective date, and in the case of partial termination, the portion to be terminated. In the case of a partial termination, City may terminate the Contract in its entirety if City determines in its sole discretion that the remaining portion of the Contract to be performed or HOME Funds to be spent will not accomplish the purposes for which this Contract was made. CHDO SINGLE FAMILY CONTRACT Page 28 Hardy Street Infill Project TCHP—3641 Eagle Nest Street Rev 10-19-2016 11.13 Dissolution of Developer Terminates Contract. This Contract shall terminate in the event Developer is dissolved or ceases to exist. In the event of termination under this Section, all HOME Funds are subject to repayment and/or City may exercise all of its remedies under this Contract and the Loan Documents. 11.14 Reversion of Assets. In the event this Contract is terminated with or without cause, all assets acquired by Developer with the HOME Funds including but not limited to plans, drawings, surveys, renderings, construction documents and any other real or personal property owned by Developer that was improved with the HOME Funds shall belong to City and shall automatically transfer to City or to such assignees as City may designate. 11.1.5 Notice of Termination under Subordination Agreement. City shall not terminate this Contract without first giving notice and opportunity to cure as required in the Subordination Agreement. 11..16 Notice to Investor of Default. City shall furnish Investor with notice of any default under this Contract at the address shown below. 12. REPAYMENT OF HOME FUNDS. All HOME Funds are subject to repayment in the event the house or the project does not meet the requirements of this Contract or of the HOME Regulations. If Developer takes any action that results in City being required to repay all or any portion of the HOME Funds to HUD,Developer agrees it will reimburse City for such repayment. 13. MATERIAL OWNERSHIP CHANGE. If ownership of Developer materially changes after the date of this Contract, City may but is not obligated to, terminate this Contract. City has 30 calendar days to make such determination after receipt of written notice from Developer and failure to make such determination will constitute a waiver. In the event of termination by City under this Section 13, all HOME Funds awarded but not yet paid to Developer pursuant to this Contract shall be immediately rescinded and Developer shall have no further right to such funds. Any HOME Funds already paid to Developer must be repaid to City within 30 calendar 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 City. Developer shall have exclusive control of, and the exclusive right to control, the details of the work and services performed hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, CHDO SINGLE FAMILY CONTRACT Page 29 Hardy Street Infill Project TCHP—3641 Eagle Nest Street Rev 10-19-2016 members, agents, servants, employees, contractors, subcontractors, vendors, tenants, licensees or invitees. 14.2 Doctrine of Respondeat Superior. The doctrine of respondeat superior shalt not apply as between City and Developer, its officers, members, agents, servants, employees, contractors, subcontractors, vendors, tenants, licensees or invitees, and nothing herein shall be construed as creating a partnership or joint enterprise between City and Developer. City does not have the legal right to control the details of the tasks performed hereunder by Developer, its officers, members, agents, employees, contractors, subcontractors, vendors,tenants, licensees or invitees. 14.3 Developer Property. City shall under no circumstances be responsible for any property belonging to Developer, its officers, members, agents, employees, contractors, subcontractors, vendors, tenants, licensees or invitees that may be lost, stolen or destroyed or in any way damaged and DEVELOPER HEREBY INDEMNIFIES AND HOLDS HARMLESS CITY AND ITS OFFICERS, AGENTS, AND EMPLOYEES FROM ANY AND ALL CLAIMS OR SUITS PERTAINING TO OR CONNECTED WITH SUCH PROPERTY. 14.4 Religious Organization. No portion of the HOME Funds shall be used in support of any sectarian or religious activity. In addition, there must be no religious or membership criteria for buyers of a HOME- funded property. 14.5 Venue. Venue shall lie in Tarrant County, Texas 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. 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, performance or non-performance of this Contract or on the basis of any provision herein, for any issue not governed by Federal law, the choice of law shall be the laws of the State of Texas. 14.7 Severability. 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, Attachments and Addendums attached hereto, which are incorporated by reference and made a part of this Contract for all purposes, constitute CHDO SINGLE FAMILY CONTRACT Page 34 Hardy Street Infill Project TCHP--3641 Eagle Nest Street Rev 10-19-2016 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 executed by the Parties. 14.9 Paragraph Headings for Reference Only, No Legal Significance, Number and Gender. The paragraph headings contained herein are for convenience in reference to this Contract and are not intended to define or to limit the scope of any provision of this Contract. When context requires, singular nouns and pronouns include the plural and the masculine gender shall be deemed to include the feminine or neuter and the neuter gender to include the masculine and feminine. The words "include" and"including"whenever used herein shall be deemed to be followed by the words"without limitation". 14.10 Compliance With All Applicable Laws and Regulations. Developer agrees to comply fully with all applicable laws and regulations that are currently in effect or that are hereafter amended during the performance of this Contract. Those laws include, but are not limited to: HOME Investment Partnerships Act as set out above ➢ 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 12085 and as supplemented by Department of Labor regulations 41 CFR, Part 60 The Age Discrimination in Employment 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.G. 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 amended (42 U.S.C. sections 4151 et seq.) and CHDO SINGLE FAMILY CONTRACT Page 31 Hardy Street Infill Project TCHP—3641 Eagle Nest Street Rev 10-19-2016 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 Pant 882.708(c) pertaining to site and neighborhood standards for new construction projects ➢ Regulations at 24 CFR Part 983.5 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 ➢ 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 GFR 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. 14.11 HUD-Assisted Protects and Employment and other Economic Opportunities, Section 3 Requirements. 14.11.1 Requirement that Law Be Quoted_in Covered Contracts. — Certain Requirements Pertaining to Section 3 of the Housing and Urban Development Act of 1965 as Amended (12 U.S.C. Sections 1701 et seq.) and its Related Re2ulations_at 24 CFR Part 135 If the construction of the Required Improvements will cause the creation of new employment, training, or contracting opportunities on a contractor or subcontractor level resulting from the expenditure of the HOME Funds, Developer shall comply with the following and will ensure that its contractors also comply. If the work performed under this Contract is on a project assisted under a program providing direct Federal financial assistance from HUD, Section 3 of 24 CFR Part 135 ("Section 3") requires that the following clause, shown in italics, be inserted in all covered contracts("Section 3 Clause"): Section to be quoted in covered contracts begins: CHDO SINGLE FAMILY CONTRACT Page 32 Hardy Street Infill Project TCHP—3641 Eagle Nest Street Rev 10-19-2016 "A. The work to be performed under this contract is subject to the requirements of Section 3 of Housing and Urban Development Act of 1968, as amended, 12 US.C. section 1701 u (Section 3). The purpose of Section 3 is to ensure that employment and other economic opportunities generated by HUD assisted or HUD-assisted projects covered by Section 3, shall to the greatest extent feasible, be directed to low- and very-low income persons, particularly persons who are recipients of HUD assistance for housing. B. The parties to this contract agree to comply with HUD's regulations in 24 CFR Part 135, which implement Section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the Part 135 regulations. C The contractor agrees to send to each labor organization or representative of workers with which it has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers' representatives of the contractor's commitments under this Section 3 clause and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the Section 3 preference, shall set forth minimum number and job titles subject to hire, availability of apprentice and training positions, the qualifications for each; and the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin. D. The contractor agrees that it will include this Section 3 clause in every subcontract to comply with regulation in 24 CFR Part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this Section 3 clause, upon finding that the subcontractor is in violation of the regulations in 24 CFR Part 135. The contractor will not subcontract with any subcontractor where it has notice or knowledge that the subcontractor has been found in violation of regulations in 24 CFR .135. E. The contractor will certify that any vacant employment positions, including training positions that are filled (1) after the contractor is selected but before the contract is executer, and(2)with persons other than those to whom the regulations of 24 CFR Part 135 require employment opportunities to be directed, were not filled to circumvent the contractor's obligations under 24 CFR part 135. The contractor will not subcontract with any subcontractor where it has notice or knowledge that the subcontractor has been found in violation of regulations in 24 CFR 135. F. Noncompliance with HUD's regulation in 24 CFR Part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts. C. With respect to work performed in connection with Section 3 covered Indian housing assistance, section 7(b) of the Indian Set(-Determination and Education assistance Act (25 US.C. section 450e) also applies to the work to be performed under this Contract. Section 7(b) requires that to the greatest extent feasible (i) preference and opportunities for training and employment shall be CHDO SINGLE FAMILY CONTRACT Page 33 Hardy Street Infill Project TCHP--3641 Eagle Nest Street Rcv 10-19-2016 given to Indians, and (ii)preference in the award of contracts and subcontracts shall he given to Indian organizations and Indian-owned Economic Enterprises. Parties to this contract that are subject to the provisions of Section 3 and Section 7(b) agree to comply with Section 3 to the maximum extent feasible, but not in derogation of compliance with Section 7(h). " Section to be quoted in covered contracts ends. 14.11.2 Developer Responsibilities for Section 3 Requirements. City and Developer understand and agree that compliance with the provisions of Section 3, the regulations set forth in 24 CFR Part 135, and all applicable rules and orders of HUD shall be a condition of the Federal financial assistance provided to the project binding upon City 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 135. Developer's responsibilities include: 14.11.2.1 Implementing procedures to notify Section 3 residents and business concerns about training, employment, and contracting opportunities generated by Section 3 covered assistance; 14.11.2.2 Notifying potential contractors working on Section 3 covered projects of their responsibilities; 14.11.2.3 Facilitating the training and employment of Section 3 residents and the award of contracts to Section 3 business concerns; 14.11.2.4 Assisting and actively cooperating with the Neighborhood Services Department in making contractors and subcontractors comply; 14.11.2.5 Refraining from entering into contracts with contractors that are in violation of Section 3 regulations; 14.11.2.6 Documenting actions taken to comply with Section 3; and 14.11.2.7 Submitting Section 3 Annual Summary Reports (Form HUD- 60002)in accordance with 24 CFR Part 135.90. 14.11.3 Section 3 Reporting Requirements. In order to comply with the Section 3 requirements, Developer must submit the forms attached hereto as Exhibit"I" - Section 3 Reporting Forms and take the following actions: 14.11.3.1 Report to the City all applicants for employment by contractor and subcontractor on a quarterly basis. This shall include name, CHDO SINGLE FAMILY CONTRACT Page 34 Hardy Street Infill Project TCHP—3641 Eagle Nest Street Rev 10-19-2016 address, zip code, date of application, and status (hired/not hired) as of the date of the report. 14.11.3.2 Advertise available positions to the public for open competition, and provide documentation to City with the quarterly report that demonstrates such open advertisement,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. 14.11.3.3 Report to City all contracts awarded by contractor and subcontractor on a quarterly basis. This shall include name of contractor and/or subcontractor, address,zip code, and amount of award as of the date of the report. 14.12 Prohibition Against Discrimination. 14.12.1 General Statement. Developer shall comply in the execution, performance or attempted performance of this Contract with all non-discrimination requirements of 24 CFR Part 92.350 and 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, vendors or project participants to engage in such discrimination. This Contract is made and entered into with reference specifically to 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, vendors 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, vendors or contractors. 14.12.2 No Discrimination in Employment_during--the Performance of this Contract. During the performance of this Contract Developer agrees to the following provision, and will require that its contractors, subcontractors and vendors also comply with such provision by including it in all contracts with its contractors, subcontractors or vendors: FContractor's, Subcontractor's or Vendor's Name/ will not unlawfully discriminate against any employee or applicants for employment because of race, color, sex, gender, religion, national origin, familial status, disability or perceived disability, sexual orientation, gender identity, gender expression or transgender. _(Contractor:s, Subcontractor's or Vendors ./Name] will take affirmative action to ensure that applicants are hired without regard to race, color, sex, gender, religion, national origin, familial status, disability or perceived disability, sexual orientation, gender identity, gender expression or transgender and that employees are treated fairly during employment without regard to their race, color, sex, gender, religion, national CHDO SINGLE FAMILY CONTRACT Page 35 Hardy Street Infill Project TCHP—3641 Eagle Nest Street Rev 10-14-2016 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.Name] 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 Name will, in all solicitations or advertisements for employees placed by or on behalf of_[Contractor's. Subcontractor's or Vendor's Name]— , 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 .Name covenants that neither it nor any of its officers, members, agents, employees, or contractors, while engaged in performing this Contract, shall, in connection with the employment, advancement or discharge of employees or in connection with the terms, conditions or privileges of their employment, discriminate against persons because of their age or because of any disability or perceived disability, except on the basis of a bona fide occupational qualification,retirement plan or statutory requirement. _fContractor'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 the ADA. In accordance with the provisions of the Americans With Disabilities Act of 1990 CADA"), Developer warrants that it and any of its contractors 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 or any of its contractors. DEVELOPER WARRANTS IT WILL FULLY COMPLY WITH THE ADA'S PROVISIONS AND ANY OTHER APPLICABLE FEDERAL, STATE AND LOCAL LAWS CONCERNING DISABILITY AND WILL DEFEND, INDEMNIFY AND HOLD CITY HARMLESS AGAINST ANY CLAIMS OR ALLEGATIONS ASSERTED BY THIRD PARTIES, CONTRACTORS, SUBCONTRACTORS OR VENDORS AGAINST CITY ARISING OUT OF DEVELOPER'S AND/OR ITS CONTRACTORS', SUBCONTRACTORS', VENDORS', AGENTS' OR EMPLOYEES' ALLEGED FAILURE TO COMPLY WITH THE ABOVE- REFERENCED LAWS CONCERNING DISABILITY DISCRIMINATION IN THE PERFORMANCE OF THIS CONTRACT. CHDO SINGLE FAMILY CONTRACT Page 36 Hardy Street Infill Project TCHP—3641. Eagle Nest Street Rev I0-19-2016 14.13. Prohibition Against Interest 1 Conflict of Interest. 14.13.1 Developer shall establish safeguards to prohibit its employees, board members, advisors and agents from using positions for a purpose that is or gives the appearance of being motivated by a desire for private gain for themselves or others, particularly those with whom they have family, business or other ties. Developer shall disclose to City any such conflict of interest or potential conflict of interest immediately upon discovery of same. 14.13.2 No employees, agents, consultants, officers or elected officials or appointed officials of City or of Developer who exercise or have exercised any functions or responsibilities with respect to activities assisted with HOME funds or who are in a position to participate in a decision-making process or gain inside information with regard to these activities may occupy a HOME-assisted housing 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 family or business ties, during their tenure or for 1 year thereafter, unless they are accepted in accordance with the procedures set forth at 24 CFR 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 City in accordance with the requirements of 2 CFR Part 200.112. 14.13.3 Disclosure of Conflicts of Interest. In compliance with 2 CFR Part 200.112, Developer is required to timely disclose to City in writing any potential conflict of interest, as described in this Section. 14.13.4 Disclosure of Texas Penal Code Violations. Developer affirms that it will adhere to the provisions of the Texas Penal Code which prohibits bribery and gifts-to public servants. 14.13.5 Disclosure of Federal Criminal Law Violations. In compliance with 2 CFR Part 200.113, Developer is required to timely disclose to City all violations of federal criminal law involving fraud, bribery or gratuity violations potentially affecting this Agreement. 14.14 Labor Standards. 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 the HOME CHDO SINGLE FAMILY CONTRACT Page 37 Hardy Street Infill Project TCHP—3641 Eagle Nest Street Rev 10-19-2016 Regulations. Such documentation shall be made available promptly to City 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 City 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 provisions meeting the requirements of this paragraph in all such contracts subject to such regulations. 14.14.3 If Davis-Bacon is applicable, Developer shall provide City 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 City will have access to employees, contractors and subcontractors and their respective employees in order to conduct onsite interviews with laborers and mechanics. Developer shall inform its contractors and subcontractors that City staff or representatives of Federal agencies may conduct periodic employee wage interview visits during construction of the project to ensure compliance. 14.15 Subcontracting with Small and Minority Firms, Women's Business Enterprises and Labor Surplus Areas. 14.15.1 For procurement contracts $50,000.00 or larger, Developer agrees to abide by City's policy to involve Minority Business Enterprises and Small Business Enterprises 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 by City. Developer agrees to incorporate the City's BDE Ordinance, and all amendments or successor policies or ordinances thereto, into all contracts and subcontracts for procurement $50,000.00 or larger, and will further require all persons or entities with which it so contracts to comply with said ordinance. 14.15.2 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. CHDO SINGLE FAMILY CONTRACT Page 38 Hardy Street Infill Project TCHP---3641 Eagle Nest Street Rev 10-19-2016 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" — MBE 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. 14.15 Other Laws. The failure to list any Federal, State or City ordinance, law or regulation that is applicable to Developer does not excuse or relieve Developer from the requirements or responsibilities in regard to following the law, nor from the consequences or penalties for Developer's failure to follow the law, if applicable. 14.17 Assignment. Developer shall not assign all or any part of its rights, privileges, or duties under this Contract without the prior written approval of City. Any attempted assignment of same without approval shall be void, and shall constitute a breach of this Contract. 14.18 Right to Inspect Developer Contracts. It is agreed that City has the right to inspect and approve in writing, prior to any charges being incurred, any proposed contracts between Developer and (i) its general contractor and subcontractors, including any lower tier subcontractors engaged in any activity that is funded as part of the construction of the Required Improvements, (ii) vendor contracts arising out of the construction or sale of the Required Improvements, and (iii) any third party contracts to be paid with HOME Funds. 14.19 Force Majeure. If Developer becomes unable, either in whole or part, to fulfill its obligations under this Contract due to acts of God, strikes, lockouts, or other industrial disturbances, acts of public enemies, wars, blockades, insurrections, riots, epidemics, earthquakes, fires, floods, restraints or prohibitions by any court, board, department, commission or agency of the United States or of any States, civil disturbances, or explosions, or some other reason beyond Developer's control (collectively, "Force Majeure Event"), the obligations so affected by such Force Majeure Event will be suspended only during the continuance of such event and the completion date for such obligations shall be extended for a like period. Developer will give City written notice of the existence, extent and nature of the Force Majeure Event as soon as reasonably possible after the occurrence of the event. Failure to give notice will result in the continuance of 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 the HOME Requirements, auditing, monitoring, homebuyer income eligibility, record keeping and reports, City ordinances, the provisions of Section 6.6 pertaining to SAM, or any other HOME Program requirements, and any default and enforcement provisions necessary to enforce such provisions, shall survive the term or earlier termination of this Contract for 5 years after the termination date and shall be enforceable by City against Developer. CHDO SINGLE FAMILY CONTRACT Page 39 Hardy Street Infill Project TCHP—3641 Eagle Nest Street Rev 10-19-2016 15. INDEMNIFICATION AND RELEASE. DEVELOPER COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND, AT ITS OWN EXPENSE, CITY AND ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF THIS CONTRACT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES DESCRIBED HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY, AND DEVELOPER HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY OF CITY AND ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES FOR ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KINDS OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF THIS CONTRACT AND AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES DESCRIBED HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY. DEVELOPER LIKEWISE COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY AND HOLD HARMLESS CITY FROM AND AGAINST ANY AND ALL INJURY, DAMAGE OR DESTRUCTION OF PROPERTY OF CITY, ARISING OUT OF OR IN CONNECTION WITH ALL ACTS OR OMISSIONS OF DEVELOPER, ITS OFFICERS, MEMBERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, VENDORS, INVITEES, LICENSEES, OR PROJECT PARTICIPANTS, OR CAUSED, IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF CITY. IT IS THE EXPRESS INTENTION OF THE PARTIES, BOTH DEVELOPER AND CITY, THAT THE INDEMNITY PROVIDED FOR THIS SECTION INCLUDES INDEMNITY BY DEVELOPER TO INDEMNIFY AND PROTECT CITY FROM THE CONSEQUENCES OF CITY'S OWN NEGLIGENCE, WHETHER THAT NEGLIGENCE IS ALLEGED TO BE THE SOLE OR CONCURRING CAUSE OF THE INJURY, DAMAGE OR DEATH. DEVELOPER AGREES TO AND SHALL RELEASE CITY, ITS AGENTS, EMPLOYEES, OFFICERS AND LEGAL REPRESENTATIVES FROM ALL LIABILITY FOR INJURY, DEATH, DAMAGE OR LOSS TO PERSONS OR PROPERTY SUSTAINED IN CONNECTION WITH OR INCIDENTAL TO CHDO SINGLE FAMILY CONTRACT Page 40 Hardy Street Infill Project TCHP—3641 Eagle Nest Street Rev 10-19-2016 PERFORMANCE UNDER THIS CONTRACT, EVEN IF THE INJURY, DEATH, DAMAGE OR LOSS IS CAUSED BY CITY'S SOLE OR CONCURRENT NEGLIGENCE. DEVELOPER SHALL REQUIRE ALL OF ITS CONTRACTORS, SUBCONTRACTORS AND VENDORS TO INCLUDE IN THEIR CONTRACTS AND SUBCONTRACTS A RELEASE AND INDEMNITY IN FAVOR OF CITY IN SUBSTANTIALLY THE SAME FORM AS ABOVE. 16. WAIVER OF IMMUNITY BY DEVELOPER. If Developer, as a charitable or nonprofit organization, has or claims an immunity or exemption (statutory or otherwise) from and against liability for damages or injury, including death, to persons or property, Developer hereby expressly waives its rights to plead defensively such immunity or exemption as against City. This Section shall not be construed to affect a governmental entity's immunities under constitutional, statutory or common law. 17. INSURANCE AND BONDING. Developer will maintain coverage in the form of insurance or bond in the amount of $1.85,508.50 to insure against loss from the fraud, theft or dishonesty of any of Developer's officers, agents, trustees, directors or employees. The proceeds of such insurance or bond shall be used to reimburse City for any and all loss of HOME 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 City as a Loss Payee. Developer shall furnish to City, in a timely manner, but not later than 10 calendar days after the Effective Date, certificates of insurance as proof that it has secured and paid for policies of commercial insurance as specified herein. If City has not received such certificates as set forth herein, Developer shall be in default and City may at its option terminate this 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 Liabili CGL Insurance $1,000,000 each occurrence $2.,000,000 aggregate limit Business Automobile Liability Insurance $1,000,000 each accident on a combined single-limit basis, or $ 250,000 Property Damage $ 500,000 Bodily Injury per person per occurrence $1,000,000 Aggregate CHDO SINGLE FAMILY CONTRACT Page 41 Hardy Street Infill Project TCHP--3641 Eagle Nest Street Rev 10-11-2016 Insurance policy shall be endorsed to cover"Any Auto" defined as autos owned, hired and non-owned. Pending availability of the above coverage and at the discretion of City,the policy shall be the primary responding insurance policy versus a personal auto insurance policy if or when in the course of Developer's business as contracted herein. Workers' Compensation Insurance Part A: Statutory Limits Part B: Employer's Liability $100,000 each accident $100,000 disease-each employee $500,000 disease-policy limit Note: Such insurance shall cover employees performing work on any and all projects including but not limited to construction, demolition, and rehabilitation.. Developer or its contractors shall maintain coverages, if applicable. In the event the respective contractors do not maintain coverage, Developer shall maintain the coverage on such contractor, if applicable,for each applicable contract. Additional Requirements Such insurance amounts shall be revised upward at City's reasonable option and no more frequently than once every 12 months, and Developer shall revise such amounts within 30 days following notice to Developer of such requirements. Developer will submit to City documentation that it, and its general contractor, have obtained insurance coverage and have executed bonds as required in this Contract prior to payment of any monies provided hereunder. Where applicable, insurance policies required herein shall be endorsed to include City as an additional insured as its interest may appear. Additional insured parties shall include employees, officers, agents, and volunteers of City. The Workers' Compensation Insurance policy shall be endorsed to include a waiver of subrogation, also referred to as a waiver of rights of recovery, in favor of City. Any failure on part of City to request certificate(s) of insurance shall not be construed as a waiver of such requirement or as a waiver of the insurance requirements themselves. Insurers of Developer's insurance policies shall be licensed to do business in the State of Texas by the Department of Insurance or be otherwise eligible and authorized to do business in the state of Texas. Insurers shall be acceptable to City insofar as their financial strength and solvency and each such company shall have a current minimum A.M. Best Key Rating Guide rating of A: VTI or other equivalent insurance industry standard rating otherwise approved by City. CHDO SINGLE FAMILY CONTRACT Page 42 Hardy Street Infill Project TCHP—3641 Eagle Nest Street Rev 10-19-2016 Deductible limits on insurance policies shall not exceed $5,000 per occurrence unless otherwise approved by City. In the event there are any local, Federal or other regulatory insurance or bonding requirements for the project, and such requirements exceed those specified herein,the former shall prevail. Developer shall require its contractors to maintain applicable insurance coverages, limits, and other requirements as those specified herein; and, Developer shall require its contractors to provide Developer with certificate(s) of insurance documenting such coverage. Also, Developer shall require its contractors to have City and Developer endorsed as additional insureds (as their interest may appear) on their respective insurance policies. Professional Liability coverage shall be in force and may be provided on a claims made basis. This coverage may also be referred to as Management Liability, and shall protect the insured against claims arising out of alleged errors in judgment, breaches of duty and wrongful acts arising out of their management duties. Developer shall require its general contractor to maintain builders risk insurance at the value of the construction. 18. CERTIFICATION REGARDING LOBBYING. Developer hereby certifies, to the best of its knowledge and belief,that: No Federal appropriated funds have been paid or will be paid, by or on beha(of Developer, to any person for influencing or attempting to influence an ofcer 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 risking 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. CHDO SINGLE FAMILY CONTRACT Page 43 Hardy Street Infill Project TCHP—3641 Eagle Nest Street Rev 10-19-2016 Developer shall require that the language of this certification be included in all subcontracts or agreements involving the expenditure of Federal funds. 19. LITIGATION AND CLAIMS. Developer shall give City immediate notice in writing of any action, including any proceeding before an administrative agency, filed against Developer in conjunction with this Contract or the project. Developer shall furnish irnxnediately to City copies of all pertinent papers received by Developer with respect to such action or claim. Developer shall provide a notice to City within 10 days upon filing under any bankruptcy or financial insolvency provision of law. 20. NOTICE. All notices required or permitted by this Contract must be in writing and shall be effective upon receipt when (i) sent by U.S. Mail with proper postage, certified mail return receipt requested or by a nationally recognized overnight delivery service; and (ii) 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. City: City Attorney's Office 1000 Throckmorton Street Fort Worth, TX 76102 Attention: Vicki S. Ganske or Paige Mebane Telephone: 817-392-7600 Copy to: Neighborhood Services Department 1000 Throckrnorton Street Fort Worth,TX 76102 Attention: Assistant Director Telephone: 817-392-7540 Developer: Tarrant County Housing Partnership, Inc. 4200 South Freeway, Tower Suite 307 Fort Worth, TX 76115 Attention: President 21. 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. CHDO SINGLE FAMILY CONTRACT Page 44 Hardy Street lnfill Project TCHP—3641 Eagle Nest Street Rev 10.-19-2016 22. 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. [SIGNATURES APPEAR ON NEXT PAGE] CHDO SINGLE FAMILY CONTRACT Page 45 Hardy Street Infill Project TCHP—3641 Eagle Nest Street Rev 10-19-2016 EXECUTED to be effective a ffective Date. , ATTEST: o o OF FORT WORTH May . K r, CRY cretary g�; Qo� ernando Costa, Assistant City Manager °°Qaaaaa° M&C G-18521 Date: 8141 Date: to xo rc. M&C C-27967 Date: 1011812 1295 Cert. No.: ' APPROVED AS TO FORM AND LEGALITY: DALn Paige Meb e, Assistant City Attorney TARRANT COUNTY HOUS G ARTNERS IP, INC, By L Dc -a VanNess,President Date: Ic' 1 m L RECORDCRETARY CHDO SINGLE FAMILY CONTRACT Page 46 Hardy Street Infill Project TCHP—3641 Eagle Nest Street Rev 10-19-2016 EXHIBITS: Exhibit"A"--Project Summary----Scope of Work Exhibit"A-1"---Final Elevations Exhibit"A-2"—Environmental Mitigation Action Exhibit"B"—Budget Exhibit"C"—Construction and Reimbursement Schedule Exhibit"D"--Audit Requirements Exhibit"E"---Loan Documents Exhibit"F"—Reimbursement Forms Exhibit "G"--HOME Project Compliance Report(Single Family) Exhibit"H"--Federal Labor Standards Provisions -Davis-Bacon Requirements Exhibit"I"---Section 3 Reporting Forms Exhibit"J"—Standards for Complete Documentation Exhibit"K"—MBE Reporting Form CHDO SINGLE FAMILY CONTRACT Page 47 Hardy Street Infill Project TCHP—3641 Eagle Nest Street Rev I0-I9-2016 EXHIBIT "A" PROJECT SUMMARY- SCOPE OF WORK TARRANT COUNTY HOUSING PARTNERSHIP, INC. 3641 EAGLE NEST STREET Capitalized terms not defined herein shall have meanings assigned to them in the Contract. DESCRIPTION: Developer will construct an approximately 1,240.1,800 square foot, 3- or 4-bedroom, 2-bath single- family house on a lot size of approximately 5,000-6,000 (range) square feet. Construction will include a two-car detached garage. Fencing will be located at the rear and side yards. The front yard will be landscaped. The construction of the house shall contain any reasonable and necessary accessibility requirements requested by a disabled HOME Eligible Buyer. If the cost of such accessibility requirements exceeds the Budget for the construction of the house, such additional expense shall be paid by the HOME Eligible Buyer. The following appliances and related amenities will be included in the sale of the house: ■ Washer and Dryer hookups • Central Air Conditioning • Stove ■ Oven • Dishwasher • Vent-a-hood ■ Garbage Disposal • Electric Garage Door with Remote • Mailbox located at door • Refrigerator is not required to be furnished by Developer The following materials shall be used for the construction of the house: ■ Fence (back yard) • Landscaping (front yard) ■ Roofing Materials 3 TAB 25 YR • Siding(percentage) 100% • Foundation Type Post Tension ■ HVAC 15 Seer Heat Pump CHDO SINGLE FAMILY CONTRACT Page 1 Hardy Street Infill Project TCHP—3641 Eagle Nest Street Rev 10-19-2016 EXHIBIT "A-Y" FINAL ELEVATIONS TARRANT COUNTY HOUSING PARTNERSHIP, INC. 3641 EAGLE NEST STREET Final Elevations will be agreed upon between the Parties. CHDO SINGLE FAMILY CONTRACT Page 2 Hardy Street Infill Project TCHP--3641 Eagle Nest Street Rev 10-19-2016 EXHIBIT "A-2" ENVIRONMENTAL MITIGATION ACTION TARRANT COUNTY HOUSING PARTNERSHIP,INC. 3641. EAGLE NEST STREET HOME Funds may be reimbursed for exempt activities; however, HOME funds will not be paid, and costs cannot be incurred until City has conducted and completed an environmental review of the proposed project site as required under 24 CFR Part 58. The environmental review may result in a decision to proceed with, modify, or cancel the project. Further, Developer will not undertake or commit any funds to physical or choice limiting actions, including property acquisition, demolition, movement, rehabilitation, conversion, repair or construction until satisfactory completion of environmental review and receipt by City of an authorization to use grant funds from HUD under 24 CFR Part 58. EA MITIGATION MEASURES AND CONDITIONS FOR PROJECT APPROVAL: The noise level at the project exceeds 65 dB. The City had RPGA Design Group, the architect firm for the project issue a letter stating the typical materials that would be used to construct the units would attenuate the noise. RPGA stated the wall assembly should consist of fiber cement siding on 15132"exterior OSB sheathing, 2x4 wood framing spaced 16" o.c. with R-13 batt insulation between the studs and 518" interior gypsum wall board, and double pane glazed windows. The STC rating should range from 33-42 depending on the windows used. Special conditions, procedures, and requirements identified for the project may include and are not limited to mitigation of adverse effects identified in the Section 106 (24 CFR Part 58.5{a} - Historic Properties) review process. The special conditions, procedures, and requirements may differ and are subject to approval by City and HUD. CHDO SINGLE)FAMILY CONTRACT Page 3 Hardy Street Infill Project TCHP—3641 Eagle Nest Street Rev 10-19-2016 EXHIBIT "B" BUDGET TARRANT COUNTY HOUSING PARTNERSHIP, INC. 3541 EAGLE NEST Development Budget Use of Funds Source of Funds HOME$ OTHER$ SOURCE OF OTHER TOTAL$ FUNDS FUNDS FUNDS FUNDS (1) (2) (Names) (1+2) Predevelopment Cost 1. Market Study___ 112.50 112.50 2. Feasibility(i.e.:preliminary work 3,841.00 3,841.00 write-up,cost estimates,design),bond, insurance 3. Other Total Predevelopment Cost 1+2+3) 3,953.54 3,953.50 Development Cost 4.Land and/or build'ag acquisition 7,765-00 7,765.00 5.Construction Cost 164,680.00 164,680.00 6.Contingency"* 3,000.00 3,000.00 7.Architect&Engineering Fees 4,700.00 4,700.00 8.Utility/Soft Holding Costs I,500.00 1,500.00 9.Listin Closing costs 8,490.00 Proceeds of Sale`* 8,490.00 Total Development Cost(Total of items 181,555.00 190,045.00 4--4 Total Predevelopment and 185,508.50 193,998.54 Development Funds Developer Fee(10%of Total 18,550.85 18,550.85 Predevelopment and Development Funds paid for with HOME Funds)* Total with Developer Fee 204,059.35 212,549.35 *Developer Fee shall be paid from HOME Funds by invoice after the closing of the sale of the house to a HOME EIigible Buyer. The Developer Fee consists of 10% of the total of HOME Funds Total Predevelopment and Development Funds. City in its sole discretion may elect to pay a portion of the Developer Fee before closing. "Seller-paid closing costs as shown on the Closing Disclosure paid from gross sales proceeds from the sale of the house. ***Developer must obtain City's written approval before the Contingency line item may be charged. CHDO SINGLE FAMILY CONTRACT Page 1 Hardy Street Infill Project TCHP—3641 Eagle Nest Street Rev 10-19-2016 EXHIBIT "C" PROJECT AND REIMBURSEMENT SCHEDULE TARRANT COUNTY HOUSING PARTNERSHIP,INC. 3641 EAGLE NEST Beginning Week—subject to Phase Activity weather permitting PHASE I ACTIVITIES: Predevelopment Costs Acquisition Architect&Engineering PHASE I DEADLINE: 4/30/2017 1st Payment* $24,000.00* PHASE II ACTIVATES, Construction:Foundation, framing,etc. Utility/Soft Holding Costs PHASE 11 DEADLINE: 2`1 payinent* $75,862.50* 6/30/2017 PHASE M ACTIVATES: Construction:Drywall,roofing, landscape, etc. Utility/Soft Holding Costs PHASE III DEADLINE: 3rd Payment* $35,100.00' 8/30/2017 PHASE IV ACTIVITTES: Construction: Finish out,Trim,etc. Utility/Soft Holding Costs PHASE IV DEADLINE: 4"`Payment* $45,100.00* 10/31/2417 PHASE V ACTIVITIES: Construction: Retainage, etc. Utility/Soft Holding Costs PHASE V DEADLINE: 5'h Payment* $15,446.00* 11/30/2017 CONSTRUCTION TOTAL $185,508.50 DEVELOPER PEE** Paid after closing of sale to HOME Eligible $18,550.85 Buyer *Developer will be reimbursed for eligible expenses only. The amounts are estimates and are subject to change. **10%of project related development costs as shown on Exhibit"C"-Bud et. CHDO SINGLE FAMILY CONTRACT Page 2 Hardy Street Infill Project TCHP—3641 Eagle Nest Street Rev 10-19-2016 EXHIBIT "D" AUDIT CERTIFICATION FORM TARRANT COUNTY HOUSING PARTNERSHIP,INC 3641 EAGLE NEST STREET [See attached] CHDO SINGLE FAMILY CONTRACT Page I Hardy Street Infill Project TC14P—3641 Eagle Nest Street Rev I0-19-2016 AUDIT CERTIFICATION FORM AND AUDIT REQUIREMENTS Agency: Tarrant County Housing Partnership,Inc. Fiscal Year Ending: September 30,2017 ❑ During the fiscal year in which funds will be received, we will exceed the federal expenditure threshold of $750,000. We will have our Single Audit or Program Specific Audit completed and will submit the required audit report within seven (7) months after the end of the audited fiscal year or thirty (30) days within its completion, whichever is the earlier elate. ❑ During the fiscal year in which funds will be received, we will not exceed the $750,000 federal expenditure threshold required for a Single Audit or a Program Specific Audit to be performed this fiscal year. (Fill out schedule below) Federal Expenditure Disclosure MUST be filled out if Single Audit or Program Audit is NOT required. Pass Through Program Name& Contract Federal Grantor Grantor CFDA Number Number Expenditures Total Federal Expenditures for this Fiscal Year: Signatory and Title Date Failure to submit this or a similar statement or failure to submit a completed single audit package as described in the federally required audit requirements described in 2 CFR Part 200 by the required due date may result in suspension of funding and may affect eligibility for future funding. Notwithstanding the above, this certification acknowledges the agency's commitment to meet all other financial reporting, financial statements, and other audit requirements as may be set forth in the Contract. CHDO SINGLE FAMILY CONTRACT Page 2 Hardy Street Infill Project TCHP—364I Eaglc Nest Street Rev 10-I9-201.6 EXHIBIT "E" LOAN DOCUMENTS TARRANT COUNTY HOUSING PARTNERSHIP, INC 3641. EAGLE NEST STREET CHDG SINGLE FAMILY CONTRACT Page 1 Hardy Street Infill Project TCHP—3641 Eagle Nest Street Rev 10-19-2016 PROMISSORY NOTE HOME CHDO Funds Date: , 2016 Borrower: Tarrant County Housing Partnership,Inc., a Texas non-profit corporation Borrower's Mailing Address: 4204 S. Freeway, Tower Suite 307, Fort;Worth, Tarrant County, TX 76115 Lender: City of Fort Worth,Texas, a"f exas municipal corporation Place for Payment: CIO Director of Neighborhood Services Department 1000 Throckmorton St. Fort Worth,Tarrant County, TX 76102 or at any other place that Lender may designate in writing Principal Amount: $ Loan Authority: The loan evidenced by this Note is being made pursuant to the FIOME investment Partnerships Program authorized under Title II of the Cranston-Gonzalez National Affordable Housing Act of 1990, as amended, 42 USC 12701 et seq. ("HOME Program") and the HOME Investment .Partnerships Program Final Rule, as amended,24 CFR Part 92 et seq. (the "HOME Regulations")with HOME funds. Annual Interest Rate: Zero Percent(0%) Maturity Date: ,2018 Terms of Payment(principal:and interest): This Note is the Promissory Note required in City Secretary Contract No. 46622-A5 between Borrower and Lender and has been executed and delivered in accordance with that contract (the "Contract"). The funds advanced by Lender are HOME funds and the Contract requires that the Required Improvements constructed with the HOME funds on the Property (the "house"), roust be sold to a HOME Eligible Buyer in accordance with the HOME Regulations, all as more particularly described in the Contract. The Loan evidenced by this Note will be in default if the house is not sold to a HOME Eligible Buyer and in the event of such default, Lender may invoke any remedies for default provided in the Contract or the Deed of Trust. The Note is subject to all terms and conditions of the Contract. The Loan will be forgiven provided that (i) the house is sold to a HOME Eligible Buyer in PROMISSORY NOTE—HOME CHDO FUNDS Page 1 TCHP—3641 Eagle Nest Street rev 10-19-2016 accordance with HOME Program Requirements, (ii) Lender receives the Sales Proceeds, and (iii) Borrower is not otherwise in default of the Loan terms or the Contract. In the even the Loan is not forgiven in accordance with the terms of the Contract, the Principal Amount will be payable in full on the Maturity Date under the terms and conditions as provided in the Contract. Security for Payment: This Note is secured by a Deed of Trust of even date from Borrower to Vicki S. Ganske or Leann D. Guzman, Trustee, which covers the following real property: Lot 2, Block 3-R, Jarvis Heights Apartments Addition, an Addition to the City of Fort Worth, Tarrant County, Texas, according to the Plat recorded in County Clerk's File No. D213160719, of the Official Public Records, Tarrant County, Texas, commonly known as 3641 Eagle Nest Street, Fort Worth, TX 76106. Other Security for Payment: As set forth in the Contract. Borrower promises to pay to the order of Lender the Principal Amount under the terms and conditions described in the Contract if not otherwise forgiven. This Note is payable at the Place for Payment and according to the Terms of Payment. All unpaid amounts are duc by the Maturity Date. After maturity, Borrower promises to pay any unpaid principal balance. If Borrower defaults in the payment of this Note or in the performance of its obligations under the Contract or the HOME Program or the HOME Regulations or any other obligation in any instrument securing or collateral to this Note, Lender may declare the unpaid principal balance, earned interest, and any other amounts owed on the Note immediately due. Borrower and each surety, endorser, and guarantor waive all demand for payment, presentation for payment, notice of intention to accelerate maturity, notice of acceleration of maturity,protest, and notice of protest, to the extent permitted by law. Notwithstanding anything to the contrary, if a monetary event of default occurs under the terms of any of the Loan documents,prior to exercising any remedies Lender shall give Borrower written notice.of such default. Borrower shall have a period of 30 business days after such notice is given within which to cure the default prior to exercise of remedies by Lender under the Loan documents. Notwithstanding anything to the contrary, if a non-monetary event of default occurs under the terms of any of the Loan documents, prior to exercising any remedies, Lender shall give Borrower written notice of such default. If the default is reasonably capable of being cured within 30 days, Borrower shall have such period to effect a cure prior to exercise of remedies by Lender under the Loan documents. If the default is such that it is not reasonably capable of being cured within 30 days, and if Borrower (a) initiates corrective action within said period, and (b) diligently, continually, and in good faith works to effect a cure as soon as possible, then Borrower shall have such additional time as is reasonably necessary to cure the default prior to exercise of any remedies by Lender. In no event shall Lender be precluded from exercising remedies if its PROMISSORY NOTE—HOME CHDO FUNDS Page 2 TCHP--3641 Eagle Nest Street rev 10-19-2016 security becomes or is about to become materially jeopardized by any failure to cure a default or the default is not cured within 180 days after the first notice of default is given. Notices given to Borrower shall be in writing and delivered to the addresses listed above, or to such other address as Borrower designates by written notice to Lender. Each such notice or other communication shall be effective upon receipt when sent by U. S. Mail, postage prepaid and by certified mail., return receipt requested; or by a nationally recognized overnight delivery service. Borrower also promises to pay reasonable attorney's fees and court and other costs if this Note is placed in the hands of an attorney to collect or enforce the Note. These expenses will bear interest from the date of advance at the Annual Interest Rate on Matured, Unpaid Amounts. Borrower will pay Lender these expenses and interest on demand at the Place for Payment. These expenses and interest will become part of the debt evidenced by the Note and will be secured by any security for payment. Borrower may prepay this Note at any time before the Maturity Date without penalty so long as the house located on the Property constructed with the HOME funds is sold to a HOME Eligible Buyer in accordance with the HOME Program and the HOME Regulations and the other terms and conditions of the Contract. Interest on the debt evidenced by this Note will not exceed the maximum rate or amount of nonusurious interest that may be contracted for, taken, reserved, charged, or received under law. Any interest in excess of that maximum amount will be credited on the Principal Amount or, if the Principal Amount has been paid, refunded. On any acceleration or required or permitted prepayment, any excess interest will be canceled automatically as of the acceleration or prepayment or, if the excess interest has already been paid, credited on the Principal Amount or, if the Principal Amount has been paid, refunded. This provision overrides any conflicting provisions in this Note and all other instruments concerning the debt. Each Borrower is responsible for all obligations represented by this Note. When the context requires, singular nouns and pronouns include the plural. A default exists under this Note if(1) (a) Borrower or (b) any other person liable on any part of this Note (an "Other Obligated Party") fails to timely pay or perform any obligation or covenant in any written agreement between Lender and Borrower or such Other Obligated Party; (2) any warranty, covenant, or representation in this Note or in any other written agreement between Lender and Borrower or any Other Obligated Party is materially false when made; (3) a receiver Is appointed for Borrower, any Other Obligated Party, or any property on which a lien or security interest is created as security (the "Collateral Security") for any part of this Note; (4) any Collateral Security is assigned for the benefit of creditors; (S) a bankruptcy or insolvency proceeding is commenced by Borrower or an Other Obligated Party; (6) (a) a bankruptcy or insolvency proceeding is cornmenced against Borrower or an Other Obligated Party and (b) the proceeding continues without dismissal for 90 days, the party against whom the proceeding is commenced admits the material allegations of the petition against it, or an PROMISSORY NOTE—HOME CHDO FUNDS Page 3 TCHP—3641 Eagle Nest Street rev 10-19-2016 order for relief is entered; (7) any of the following parties is dissolved, begins to wind up its affairs, is authorized to dissolve or wind up its affairs by its governing body or persons, or any event occurs or condition exists that permits the dissolution or winding up of the affairs of any of the following parties: (i) Borrower, or (ii) an Other Obligated Party; and (8) any Collateral Security is materially impaired by loss, theft, damage, levy and execution, issuance of an official writ or order of seizure, or destruction, unless it is promptly replaced with insurance proceeds, collateral security of like kind and quality or restored to its former condition. ...............:..... The execution and delivery of this Note are required under the Contract. If any provision of this Note conflicts with any provision of the Contract, the Deed of Trust or any other document evidencing the same transaction between Lender and Borrower,the provisions of the Contract will govern to the extent of the conflict. This Note will be construed under the laws of the state of Texas without regard to choice-of-law rules of any jurisdiction. [SIGNATURE`PA.GES IMMEDIATELY FOLLOW] ] PROMISSORY NOTE—HOME CHDO FUNDS Page 4 TCHP—3641 Eagle Nest Street rev 10-19-2016 THE CONTRACT AND THE NOTE CONSTITUTE THE FINAL AGREEMENT OF THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. TARRANT COUNTY HOUSING PARTNERSH11P, INC. Donna VanNess, President PROMISSORY NOTE—HOME CHDO FUNDS Page 5 TCHP—364I Eagle Nest Street rev. 10-14-2016 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR .ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. Deed of Trust Security Agreement - Financing Statement HOME CHDO Funds TermsF _ Date: ,241E Grantor: Tarrant County Housing Partnership, Inc., a Texas nonprofit corporation Grantor's Mailing Address: 4200 S. Freeway, Tower Suite 307,Fort Worth, Tarrant County, TX 76115 Trustee: Vicki S. Ganske or Leann D. Guzman Trustee's Mailing Address: City Attorney's Office City of Fort Worth 1000 Throckmorton St. Fort Worth TX 76102 Tarrant County Lender: City of Fort Worth, a Texas municipal corporation Lender's Mailing Address: City of Fort Worth . Neighborhood Services Department Attention: Assistant Director 1000 Throckmorton Street Fort Worth,Texas 76102 Tarrant County Loan Authority: The loan evidenced by the Note (the "Loan"} and secured by this Deed of Trust Security Agreement — Financing Statement {"Deed of Trust") is being made pursuant to the HOME Investment Partnerships Program authorized under Title 11 of the Cranston-Gonzales National Affordable Housing Act of 1990, as amended, DEED OF TRUST—HOME CHDO FUNDS Page I TCHP—3641 Eagle Nest Street Rev. 10-19-2016 42 USC 12701 et seq. (the "HOME Program") and the HOME Investment Partnership Program Final Rule, as amended,24 CFR Part 92 et seq. (the"HOME Regulations")with HOME funds. Obligations Note Date: , 2016 Original Principal Amount: $ Borrower: Tarrant County Housing Partnership, Inc. Lender: City of Fort Worth Terms of Payment: As provided in the Note Maturity Date: .22018 In addition, Obligations shall include compliance by Grantor with the requirements of the HOME Program more particularly described in Section F. below. Property (including any improvements): -,==- Lot 2, Block 3-R, Jarvis Heights Apartments Addition, an Addition to the City of Fort Worth, Tarrant County, Texas, according to the Plat recorded in County Clerk's File No. D2131.60719, of the Official Public Records, Tarrant County, Texas, commonly known.as 3641 Eagle Nest Street,Fart Worth,TR 76166. Together with the following personal property: All fixtures, supplies, building materials, and other goods of every nature now or hereafter located, used, or intended to be located or used on the Property; All plans and specifications for development of or construction of improvements on the Property; All contracts and subcontracts relating to the construction of improvements on the Property; All accounts, contract rights, instruments, documents, general intangibles, and.chattel paper arising from or by virtue of any transactions relating to the Property; All permits, licenses, franchises, certificates, and other ,rights and privileges obtained in connection with the Property; All proceeds payable or to be payable under each policy of insurance:relating to the Property; and All products and proceeds of the foregoing. Notwithstanding any other provision in this Deed of Trust, the term "Property" does not include personal effects used primarily for personal, family, or household purposes. DEED OF TRUST—HOME CHDO FUNDS Page Z TCHP—3641 Eagle Nest Street Rev. 10-19-2016 In addition to creating a deed-of-trust lien on the Property described, Grantor also grants to Lender a security interest in all of the above-described personal property pursuant to and to the extent permitted by the Texas Uniform Commercial Code. Prior Liens: None Other Exceptions to Conveyance and Warranty: Easements, rights-of-way, and prescriptive rights, whether of record or not; all presently recorded and validly existing recorded instruments other than conveyances of the surface fee estate that affect the Property; liens described in this Deed of Trust; and,taxes for the current year. For value received and to secure performance of the Obligations, Grantor conveys the Property to Trustee in trust. Grantor warrants and agrees to defend the title to the Property, subject to the Other Exceptions to Conveyance and Warranty. On performance of the Obligations including payment of the Doan if required by the Contract and all other amounts secured by this Deed of Trust and performance of the requirements of the HOME Program, this Deed of Trust will have no further effect, and Lender will release it at Grantor's expense. Clauses and Covenants A. Grantor's Obligations Grantor agrees to- t. keep the Property in good condition and repair; 2. pay all taxes and assessments on the Property before delinquency, and not authorize a taxing entity to transfer its tax lien on the Property to anyone other than Lender; 3. defend title to the Property subject to the Other Exceptions to Conveyance and Warranty and preserve the lien's priority as it is established in this Deed of Trust; 4. obey all laws, ordinances, and restrictive covenants applicable to the Property; 5. maintain all insurance coverages with respect to the Property, revenues generated by the Property, and operations on the Property that Lender reasonably requires ("Required Insurance Coverages"), issued by insurers and written on policy forms acceptable to Lender, and deliver evidence of the Required Insurance Coverages in a form acceptable to Lender at least IU days before the expiration of the Required Insurance Coverages. DEED OF TRUST—HOME CHDO FUNDS Page 3 TCHP—3641 Eagle Nest Street Rev. 10-19-2016 6. keep any buildings occupied as required by the Required Insurance Coverages; 7. obey all laws, ordinances, and restrictive covenants applicable to the Property; S. if the lien of this Decd of Trust is not a first lien, pay or cause to be paid all prior lien notes pursuant to their respective terms and abide by or cause to be abided by all prior lien instruments; and 9. notify Lender in writing of any change of address. Grantor agrees not to- - - 1. do or permit anything to be done that will impair the security of this Deed of Trust. B. Lender's Rights 1. Lender or Lender's mortgage servicer may appoint in writing a substitute trustee, succeeding to all rights and responsibilities of Trustee. 2. If the proceeds of the Loan are used to pay any debt secured by prior liens, Lender is subrogated to all the rights and liens of the holders of any debt so paid. 3. Notwithstanding the terms of the Note to the contrary, and unless applicable law prohibits, all payments received by Lender from Grantor with respect to the Obligations or this Deed of Trust may, at Lender's discretion, be applied first to amounts payable under this Deed of Trust and then to amounts due and payable to Lender with respect to the Obligations, to be applied to late charges, principal, or interest in the order Lender in its discretion determines. 4. If Grantor fails to perform any of Grantor's Obligations under this Deed of Trust, subject to prior written notice and cure period, Lender may perform those obligations and be reimbursed by Grantor on demand for any amounts so paid, including reasonable attorney's fees, plus interest on those amounts from the dates of payment at the rate stated in the Note for matured, unpaid amounts. The amount to be reimbursed will be secured by this Deed of Trust. 5. If there is a default on the Obligations or if Grantor fails to perform any of Grantor's Obligations under this Deed of Trust and the default continues after any required notice of the default and the time allowed to cure,Lender may- a. declare any unpaid principal balance and earned interest on the Obligations immediately due; DEED OF TRUST—HOME CHDO FUNDS Page 4 TCHP—3641 Eagle Nest Street Rev. 10-19-2016 b. exercise Lender's rights with respect to rent under the Texas Property Code as then in effect; c. direct Trustee to foreclose this lien, in which case Lender or Lender's agent will cause notice of the foreclosure sale to be given as provided by the Texas Property Code as then in effect; and d. purchase the Property at any foreclosure sale by offering the highest bid and then have the bid credited on the Obligations. Notwithstanding anything to the contrary, if a monetary event of default occurs under the terms of any of the Loan documents,prior to exercising any remedies Lender shall give Grantor written notice of such default. Grantor shall have a period of 10 days after such notice is given within which to cure the default prior to exercise of remedies by Lender under the Loan documents. Notwithstanding anything to the contrary, if a non-monetary event of default occurs under the terms of any of the Loan documents, prior to exercising any remedies, Lender shall give Grantor written notice of such default. If the default is reasonably capable of being cured within 30 days, Grantor shall have such period to effect a cure prior to exercise of remedies by Lender under the Loan documents. if the default is such that it is not reasonably capable of being cured within 30 days, and if Grantor (a) initiates corrective action within said period, and (b) diligently, continually, and in good faith works to effect a cure as soon as possible, then Grantor shall have such additional time as is reasonably necessary to cure the default prior to exercise of any remedies by Lender. In no event shall Lender be precluded from exercising remedies if its security becomes or is about to become materially jeopardized by any failure to cure a default or the default is not cured within 180 days after the fust notice of default is given. Notices given to Grantor shall be in writing and delivered to the address listed above, or to such other address as Grantor designates by written notice to Lender. Each such notice or other communication shall be effective on the date of receipt when sent by U. S. Mail,postage prepaid, by certified mail, return receipt requested or by a nationally recognized overnight delivery service. 6. Lender may remedy any default without waiving it and may waive any default without waiving any prior or subsequent default. C. Trustee's Rights and Duties If directed by Lender to foreclose this lien, Trustee will- 1. ill-1. either personally or by agent give notice of the foreclosure sale as required by the Texas Property Code as then in effect; DEED OF TRUST---HOME CHDO FUNDS Page 5 TCHP---3641 Eagle Nest Street Rev. 10-19-2016 2. sell and convey all or part of the Property "AS IS"to the highest bidder for cash with a general warranty binding Grantor, subject to the Prior Lien and to the Other Exceptions to Conveyance and 'Warranty and without representation or warranty, express or implied, by Trustee; 3. from the proceeds of the sale,pay, in this order- a. expenses of foreclosure, including a reasonable cormnission to Trustee; b. to Lender, the full amount of principal, interest, reasonable attorney's fees, and other charges due and unpaid; C. any amounts required by law to be paid before payment to Grantor; d. to Grantor, any balance; and 4. be indemnified, held harmless, and defended by Lender against all costs, expenses, and liabilities incurred by Trustee for acting in the execution or enforcement of the trust created by this Deed of Trust,which includes all court and other costs, including reasonable attorney's fees, incurred by Trustee in defense of any action or proceeding taken against Trustee in that capacity. D. General Provisions 1. If any of the Property is sold under this Deed of Trust, Grantor must immediately surrender possession to the purchaser. If Grantor fails to do so, Grantor will become a tenant at sufferance of the purchaser, subject to an action for forcible detainer. 2. Recitals in any trustee's deed conveying the Property will be presumed to be true, absent evidence to the contrary. 3. Proceeding under this Deed of Trust, filing suit for foreclosure, or pursuing any other remedy will not constitute an election of remedies. 4. This lien will remain superior to liens later created even if the time of payment of all or part of the Obligations is extended or part of the Property is released, unless a subordination agreement is executed by the Lender. 5. If any portion of the Obligations cannot be lawfully secured by this Deed of Trust,payments will be applied first to discharge that portion. 5. Grantor assigns to Lender all amounts payable to or received by Grantor from condemnation of all or part of the Property, from private sale in lieu of condemnation, and from damages caused by public works or construction on or near the DEED OF TRUST—HOME CHDO FUNDS Page b TCHP--3641 Eagle Nest Street Rev. 10-19-2016 Property. After deducting any expenses incurred, including reasonable attorney's fees and court and other costs, Lender will either release any remaining amounts to Grantor or apply such amounts to reduce the Obligations and any excess proceeds shall be paid to Grantor. Lender will not be liable for failure to collect or to exercise diligence in collecting any such amounts. Grantor will immediately give Lender notice of any actual or known threatened proceedings for condemnation of all or part of the Property. Notwithstanding the above, in the event of any fire or other casualty to the Property or eminent domain proceedings resulting in condemnation of the Property or any part thereof, Grantor shall have the right to rebuild the Property, and to use all available insurance or condemnation proceeds therefore,provided that(a) such proceeds are sufficient to keep the Obligations in balance and rebuild the Property in a manner that provides adequate security to Lender for repayment or per=formance of the Obligations or if such proceeds are insufficient then Grantor shall have funded any deficiency, (b) subject to the rights of senior lien holders, Lender shall have the right to approve plans and specifications for any major rebuilding and the right to approve disbursements of insurance or condemnation proceeds for rebuilding under a construction escrow or similar arrangement, and (c) no material default then exists under the Loan documents other than attributable to casualty or condemnation. If the casualty or condemnation affects only part of the Property and total rebuilding is infeasible, then proceeds may be-used for partial rebuilding and partial repayment of the Obligations in a manner that provides adequate security to Lender for repayment of the remaining balance of the Obligations, and any excess proceeds shall be paid to Grantor. -- - 7. Grantor assigns to Lender absolutely, not only as collateral, all present and future rent and other income and receipts fiom the Property. Grantor may as Lender's licensee collect rent and other income and receipts as long as Grantor is not in default with respect to the Obligation or this Deed of-Trust. Subject to the terms of the Loan documents, Grantor will apply all rent and other income and receipts to payment of the Obligations and performance of this Deed of Trust, but if the rent and other income and receipts exceed the amount due with respect to the Obligations and the Deed of Trust, Grantor may retain the excess. if Grantor defaults in payment or performance of the Obligations or performance of this Deed of Trust, subject to the rights of senior lien holders, Lender may terminate Grantor's license to collect rent and other income and then as Grantor's agent may rent the Property and collect all rent and other income and ,receipts. Lender neither has nor assumes any obligations as lessor or landlord with respect to any occupant of the Property. Lender may exercise Lender's rights and remedies under this paragraph without taking possession of the Property. Lender will apply all rent and other income and receipts collected under this paragraph as required by the Texas Property Code then in effect. Lender is not required to act under this paragraph, and acting under this paragraph does not waive any of Lender's other rights or remedies. S. Interest on the debt secured by this Deed of Trust will not exceed the maximum amount of non-usurious interest that may be contracted for, taken, reserved, DEED OF TRUST—HOME CHDU FUNDS Page 7 TCHP—3641 Eagle Nest Street Rev. 10-19-2016 charged, or received under law. ,Any interest in excess of that maximum amount will be credited on the principal of the debt or, if that has been paid, refunded. On any acceleration or required or permitted prepayment, any excess interest will be canceled automatically as of the acceleration or prepayment or, if already paid, credited on the principal of the debt or, if the principal of the debt has been paid, refunded. This provision overrides any conflicting provisions in this and all other instruments concerning the debt. 9. In no event may this Deed of Trust secure payment of any debt that may not lawfully be secured by a lien on real estate or create a lien otherwise prohibited by law. 10. When the context requires, singular nouns .and pronouns include the plural. 11. The term Nate includes all extensions, modifications, and renewals of the Note and all amounts secured by this Deed of Trust. 12. Grantor agrees to (a) keep at Grantor's address, or such other place as Lender may approve, accounts and records reflecting the operation of the Property and copies of all written contracts, leases, and other instruments. that affect the Property; (b) prepare financial accounting records in compliance with generally accepted accounting principles consistently applied; and, (c) at Lender's request on reasonable notice from. time to time, permit Lender to examine and make copies of such books, records, contracts, leases, and other instruments at any reasonable time. 13. . Grantor agrees to deliver to Lender, at Lender's request from time to time, internally prepared financial statements of Grantor and any guarantor of the Note prepared in accordance with generally accepted accounting principles consistently applied, in detail reasonably satisfactory to Lender and certified to be materially true and correct by the chief financial officer of Grantor or its certified public accountant, as applicable. 14. If Lender orders an appraisal of the Property while a default exists or to comply with legal requirements affecting Lender, Grantor, at Lender's request, agrees to reimburse Lender for the reasonable cost of any such appraisal. If Grantor fails to reimburse Lender for any such appraisal within 20 days of Lender's written request, that failure is a default under this Deed of Trust. 15. Grantor agrees to allow Lender or Lender's agents to enter the Property during regular business hours upon at least 48 hours prior notice and inspect it and any personal property in which Lender is granted a security interest by this Deed of Trust. 15. Grantor may not sell, transfer, or otherwise dispose of any Property, whether voluntarily or by operation of law, except for condemnation or to obtain utility DEED OF TRUST—HOME CHDO FUNDS Pages TCHP—3641 Eagle Nest Street Rev. 10-19-2016 easements, without the prior written consent of Lender. If granted, consent may be conditioned upon (a) the grantee's integrity, reputation, character, creditworthiness, and management ability being satisfactory to Lender; and (b) the grantee's executing, before such sale, transfer, or other disposition, a written assumption agreement containing any terms Lender may reasonably require, such as a principal pay down on the Obligations, an increase in the rate of interest payable with respect to the Obligations, a transfer fee, or any other modification of the Note, this Deed of Trust, or any other instruments evidencing or securing the Obligations. Grantor may not cause or permit any Property to be encumbered by any liens, security interests, or encumbrances other than the liens securing the Obligation and the liens securing ad valorem taxes not yet due and payable and the Permitted Exceptions without the prior written consent of Lender. If granted, consent may be conditioned upon Grantor's executing, before granting such lien, a written modification agreement containing any terms Lender may require, such as a principal pay down on the Obligations, an increase in the rate of interest payable with respect to the Obligations, an approval fee, or any other modification of the Note, this._Deed of Trust, or any other instruments evidencing or securing the Obligations. Grantor may not grant any lien, security interest, or other encumbrance (a "Subordinate Instrument") covering the Property that is subordinate to the liens created by this Deed of Trust without the prior written consent of Lender If granted, consent for loans and documents may be conditioned upon the Subordinate Instrument's containing express covenants to the effect that- a. the Subordinate Instrument is unconditionally subordinate to this Deed of Trust; b. if any action is instituted to foreclose or otherwise enforce the Subordinate Instrument,no action may be taken that would terminate any occupancy or tenancy without the prior written consent of Lender, and that consent, if granted, may be conditioned in any manner Lender determines; C. rents, if collected by or for the holder of the Subordinate Instrument, will be applied first to the payment of the Obligations then due and to expenses incurred in the ownership, operation, and maintenance of the Property in any order Lender may determine, before being applied to any indebtedness secured by the Subordinate Instrument; d. written notice of default under the Subordinate Instrument and written notice of the commencement of any action to foreclose or otherwise enforce the Subordinate Instrument must be given to Lender concurrently with or immediately after the occurrence of any such default or commencement; and DEED OF TRUST—HOME CHDO FUNDS Page 9 TCHP--3641 Eagle Nest Street Rev. 10-19-2016 e. in the event of the bankruptcy of Grantor, all amounts due on or with respect to the Obligations and this Deed of Trust will be payable in full before any payments on the indebtedness secured by the Subordinate Instrument. Grantor may not cause or permit any of the following events to occur without the prior written consent of Lender: if Grantor is (a) a corporation, the dissolution of the corporation or the sale,pledge, encumbrance, or assignment of any shares of its stock; (b) a limited liability company, the dissolution of the company or the sale, pledge, encumbrance, or assignment of any of its membership interests, other than an assignment to a senior lien holder or to the Investor Member; (c) a general partnership or joint venture, the dissolution of the partnership or venture or the sale, pledge, encumbrance, or assignment of any of its partnership or joint venture interests, or the withdrawal from or admission into it of any general partner or joint venturer; or (d) a limited partnership, (1) the dissolution of the partnership, (2) the sale,pledge, encumbrance, or assignment of any of its general partnership interests, or the withdrawal from or admission into it of any general partner, or (3) except for a limited partnership interest in a low income housing project, the withdrawal from or admission into it of any controlling limited partner or partners. If granted, consent may be conditioned upon (a) the integrity, reputation, character, creditworthiness, and management ability of the person succeeding to the ownership interest in Grantor (or security interest in such ownership) being reasonably satisfactory to Lender; and(b) the execution, before such event,by the person succeeding to the interest of Grantor in the Property or ownership interest in Grantor (or security interest in such ownership) of a written modification or assumption agreement containing such terms as Lender may reasonably require, such as a principal pay down on the Obligations, an increase in the rate of interest payable with respect to the Obligations, a transfer fee, or.any other modification of the Note, this Deed of Trust, or any other instruments evidencing or securing the Obligations. 17. Grantor agrees not to grant any future lien or security interest in the Property or to permit any fixture junior encumbrance to be recorded or any existing or future claim to otherwise become an encumbrance against the Property. If an involuntary encumbrance is filed against the Property, Grantor agrees, within 30 days of actual notice, to either remove the involuntary encumbrance or insure against it or provide a bond acceptable to Lender against the involuntary encumbrance. 18. This Deed of Trust binds, benefits, and may be enforced by the successors in interest of all parties. 19. If Grantor and Borrower are not the same person, the term Grantor includes Borrower. 20. Except as may be specifically stated in this Deed of Trust or the Note, Grantor and each surety, endorser, and guarantor of the Obligations waive all demand for DEED OF TRUST-HOME CHDO FUNDS Page 10 TCHP-3641 Eagle Nest Street Rev. 10-19-20I6 payment, presentation for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, protest, and notice of protest, to the extent permitted by law. 21. Grantor agrees to pay reasonable attorney's fees, trustee's fees, and court and other costs of enforcing Lender's rights under this Deed of Trust if this Deed of Trust is placed in the hands of an attorney for enforcement. 22. If any provision of this Deed of Trust is determined to be invalid or unenforceable, the validity or enforceability of any other provision will not be affected. 23. The term Lender includes any mortgage servicer for Lender. 24. Grantor represents that this Deed of Trust and the Note are given for the following purposes: Grantor expressly acknowledges a vendor's lien on the Property as security for the Note secured by this Deed of Trust, which represents funds advanced by Lender at Grantor's request. The debt evidenced by the Note is in payment of the purchase price of the Property and the development costs of the Required Improvements as described in the Contract; the debt is secured both by the Deed of Trust and by a vendor's lien on the Property. This Deed of Trust does not waive the vendor's lien, and the two liens and the rights created by this Deed of Trust are cumulative. Lender may elect to enforce either of the liens without waiving the other or may enforce both. 25. If the Property is transferred by foreclosure, the transferee will acquire title to all insurance policies on the Property including all paid but unearned premiums. E. Construction Loan Mortgage 1. This Deed of Trust is.a "construction mortgage" within the meaning of Section 9.334 of the Texas Business and Commerce Code. The liens and security interests created and granted by this Deed of Trust secure an obligation incurred for the construction or rehabilitation of improvements on land. 2. Grantor agrees to comply with the terms, covenants and conditions of City Secretary Contract No. 46622-A5 between Grantor and Lender (the "Contract") which requires the Note and this Deed of Trust. All advances made by Lender under the Contract will be indebtedness of Grantor secured by the liens created by this Deed of Trust,and such advances are conditioned as provided in the Contract. 3. All amounts disbursed by Lender before completion of the improvements to protect the security of this Deed of Trust up to the principal amount of the Note will be treated as disbursements under the Contract. All such amounts will bear interest from the date of disbursement at the rate stated in the Note, unless collections from Grantor of DEED OF TRUST—HOME CHDO FUNDS Page 1I TCHP--3641 Eagle Nest Street Rev. 10-19-2016 interest at that rate would be contrary to applicable law, in which event such amounts will bear interest at the rate stated in the Note for matured, unpaid amounts and will be payable on notice from Lender to Grantor requesting payment. 4_ From time to time as Lender deems reasonably necessary to protect Lender's interests, Grantor will, on request of Lender, execute and deliver to Lender, in such form as Lender directs but subject to the rights of any senior lien holders, assignments of any and all rights or claims that relate to the construction of improvements on the Property. S. In case of breach by Grantor of the terms, covenants and conditions of the Contract, Lender, at its option, subject to applicable notice, grace and cure periods, with or without entry on the Property, may(a) invoke any of the rights or remedies provided in the Contract, (b) accelerate the amounts secured by this Deed of Trust and invoke the remedies provided in this Deed of Trust, or(c)do both. F. THIS CONVEYANCE IS MADE AND. ACCEPTED SUBJECT TO THE FOLLOWING CONDITIONS AND RESTRICTIONS: The Note secured by this Deed of Trust is the Note required in the Contract between Grantor and Lender and has been executed and delivered in accordance with its terms. The funds advanced by Lender are HOME funds and the Contract requires that the Required Improvements constructed with the HOME funds on the Property (the "house") must be sold to a HOME Eligible Buyer in accordance with the HOME Regulations, all as more particularly described in the Contract. The Obligations described in the Contract evidenced by the Note and secured by this Deed of Trust will be in default if the house is not sold to a HOME Eligible Buyer as more particularly described in the Contract. This Deed of Trust has also been executed and delivered pursuant to the terms of the Contract. Grantor agrees to perform each and every obligation set forth therein and will not permit a default to occur thereunder. Any default in the performance of Grantor's obligations under the terms of the Contract or the HOME Program or HOME Regulations shall be deemed a default in the terms of the Note and Lender may invoke any remedies provided herein for default. [SIGNATURE PAGES IMMEDIATELY FOLLOW] DEED OF TRUST—HOME CHDO FUNDS Page 12 TCHP—3641 Eagle Nest Street Rev. 10-19-2016 THE CONTRACT, THE NOTE AND THE DEED OF TRUST CONSTITUTE THE FINAL AGREEMENT OF THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. TARRANT COUNTY HOUSING PARTNERSHIP, INC., a Texas nonprofit corporation By: Donna VanNess, President STATE OF TEXAS COUNTY OF TARRANT x`_ _—=-_ This instrument was acknowledged before me on , 2016 by Donna VanNess, the Ptesident of Tarrant County Housing Partnership, Inc., a Texas nonprofit corporation, on behalf of such corporation. Notary Public, State of Texas AFTER RECORDING RETURN TO: City of Fort Worth City Attorney's Office Attention: Vicki S. Ganske 1000 Throckmorton Street Fort Worth, Texas 76102 DEED OF TRUST—HOME CHDO FUNDS Page 13 TCHP—3641 Eagle Nest Street Rev. 10-19-2016 EXHIBIT "F" REIMBURSEMENT FORMS TARRANT COUNTY HOUSING PARTNERSHIP,INC. 3641 EAGLE NEST STREET CHDO SINGLE FAMILY CONTRACT Page I Hardy Street Infill Project TCHP—3641 Eagle Nest Street Rev 10-19-2016 Attachment I INVOICE Developer: Tarrant County Housing Partnership, Inc. Address: 4200 S. Freeway, Suite 307, Fort Worth, TX 76115 TaxpayerlD: Project Site Address: Period of Service: Program Amount This invoice Cumulative to Date Developer Certification: I certify that the costs incurred are valid and consistent with the terms and conditions of the contract between City and Developer. By signing this invoice, I certify that to the best of my knowledge and belief the data included in this report, Exhibit G, and in all backup documentation is true and accurate. It is acknowledged that the provision of false information could leave the certifying official subject to the penalties of federal, state, and local law. Signature and Date: Name: Title: 12Z r k | § S k � k \ ( k k } {\ \ !I ! |i # f7 \ a k b = \ § � z ® & « ; • « - j ge i* § _ \) j :/ ); ] § & )k i \ }\ \ \ q } § } ( k ! § EXHIBIT "G" HOME PROJECT COMPLIANCE REPORT TARRANT COUNTY HOUSING PARTNERSHIP, INC. 3641 EAGLE NEST STREET CHO SINGLE FAMILY CONTRACT Page 1 Hardy Street Infill Project TCHP—3641 Eagle Nest Street Rev 10-19-2016 , ! §$ f! �,l•�, � » !!■!� • { ; / �. .. .. . \ !}a}, MP H �. . ! | ��! | !} .. a ` ! � ! . | | � ; ! ƒ| ., EXHIBIT "H" DAVIS BACON REQUIREMENTS-FEDERAL LABOR STANDARDS PROVISIONS TARRANT COUNTY HOUSING PARTNERSHIP, INC. 3641 EAGLE NEST STREET CHDO SINGLE FAMILY CONTRACT Page I Hardy Street Intlll Project TCHP-•364I Eagle Nest Street Rev 10-14-2016 Exhibit "H" Federal Labor Standards Provisions U.S.Department of Housing and Urban Development Office of Labor Relations App€€cablitty (1) The work to be performed by the classification The Project or Program to which the construction work requested Is not performed by a classification In the wage covered by this contract pertains is being assisted by the determination; and United States of America and the following Federal Labor (2) The classification is utilized in the area by the Standards Provisions are included in this Contract construction industry; and pursuant to the provisions applicable to such Federal (3) The proposed wage rate, Including any bona fide assistance_ fringe benefits, bears a reasonable relationship to the A_ 1. (f) Minimum Wages. All laborers and mechanics wage rates contained in the wage determination. employed or working upon the site of the work, will be paid (b) If the contractor and the laborers and mechanics to be unconditionally and not fess often than once a week, and employed in the classification (if known), or their without subsequent deduction or rebate on any account representatives, and HUD or its designee agree on the {except such payroll deductions as are permitted by classification and wage rate {including the amount regulations issued by the Secretary of Labor under the designated for fringe benefits where appropriate}, a report Copeland Act (29 CFR Part 3), the full amount of wages of the action taken shall be sent by HUD or its designee to and bona fide fringe benefits (or cash equivalents thereof) the Administrator of the Wage and Hour Division, due at time of payment computed at rates not less than Employment Standards Administration, U.S. Department of those contained in the wage determination of the Labor, Washington, D.C. 20210. The Administrator, or an Secretary of Labor which is attached hereto and made a authorized representative, wlI? approve, modify, or part hereof, regardless of any contractual relationship disapprove every additional classification action within 30 which may be alleged to exist between the contractor and days of receipt and so advise HUD or its designee or will such laborers and mechanics. Contributions made or notify HUD or its designee within the 30-day period that costs reasonably anticipated for bona fide fringe benefits additional time is necessary. {Approved by the Office of under Section I(b)(2) of the Davis-Bacon Act on behalf of Management and Budget under OMB control number 1215- laborers or mechanics are considered wages paid to such 0140.] laborers or mechanics, subject to the provisions of 29 CFtt (c) In the event the contractor, the laborers or mechanics 5.5(a)(1)(iv); also, regular contributions made or costs incurred for more than a weekly period (but not less often re be employed in the classification don or their than quarterly) under pians, funds, at programs, which representatives, and HUD or its designee do not agree on Dover the particular weekly period, are deemed to be the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate constructively made or incurred during such weekly period. HUD or its designee shall refer the questions, Including Such laborers and mechanics shall be paid the appropriate the views of all interested parties and the recommendation wage rate and fringe benefits on the wage determination of HUD or its designee, to the Administrator for for the classification of work actually performed, without determination. The Administrator, or an authorized regard to skill. except as provided in 29 CFR 5.5(a)(4), representative, will issue a determination within 30 days of Laborers or mechanics performing work in more than one receipt and so advise HUD or its designee or will notify classification may be compensated at the rate specified for HUD or its designee within the 30-day period that each classification for the time actually worked therein: additional time is necessary. (Approved by the Office of Provided, That the employer's payroll retards accurately Management and Budget under OMB Control Number set forth the time spent in each classification in which 1215-0140.) work is performed. The wage determination (including any (d) The wage rate (including fringe benefits where additional classification and wage rates conformed under 29 CFR 5.5{a}[1}{€€] and the Davis-Bacon. poster (WH- appropriate) determined pursuant to subparagraphs 1321] shall be posted at all times by the contractor and its workers or {c] of this paragraph, shall io paid t❑ all subcontractors at the site of the work in a prominent and workers performing work €n the classification under this contract from the First day on which work is performed in accessible, place where It can be easily seen by the workers, the classification. (€I) (a) Any class of laborers or mechanics which is not (lit) Whenever the minimum wage rate prescribed In the listed in the wage determination and which is to be contract for a class of laborers or mechanics includes a employed under the contract shall be classified in fringe benefit which is not expressed as an hourly rate, the conformance with the wage determination. HUD shall contractor shall either pay the benefit as stated in the approve an additional classification and wage rate and wage determination or shall pay another bona fide fringe fringe benefits therefor only when the following criteria benefit or an hourly cash equivalent thereof. have been met: (iv) If the contractor does not make payments to a trustee or other third person, the contractor may consider as part form HUD 4010(06/2009) Previous editions are obsolete Page 1 of 5 ref.Handbook 1344.1 of the wages of any taborer or mechanic the amount of any communicated in writing to the laborers or mechanics costs reasonably anticipated in providing bona fide fringe affected, and records which show the costs anticipated or benefits under a plan or program, Provided, That the the actual cost incurred in providing such benefits. Secretary of Labor has found, upon the written request of Contractors employing apprentices or trainees under the contractor, that the applicable standards of the Davis- approved programs shall maintain written evidence of the Bacon Art have been met. The Secretary of Labor may registration of apprenticeship programs and certification of require the contractor to set aside in a separate account trainee programs, the registration of the apprentices and assets for the meeting of obligations under the plan or trainees, and the ratios and wage rates prescribed in the program. (Approved by the Office of Management and applicable programs. (Approved by the Office of Budget under DMB Control Number 1215-0140.) Management and Budget under DMB Control Numbers 2. Withholding. HUD or its designee shall upon Its own 1215-0140 and 1215-0017.) action or upon written request of an authorized (it) (a) The contractor shall submit weekly for each week representative of the Department of Labor withhold or in which any contract work is performed a copy of all cause to be withheld from the contractor under this payrolls to HUD or its designee if the agency is a party to contract or any other Federal contract with the same prime the contract, but If the agency is not such a party, the contractor, or any other Federally-assisted contract contractor will submit the payrolls to the applicant subject to Davis-Bacon prevailing wage requirements, sponsor, or owner, as the case may be, for transmission to which is held by the same prime contractor so much of the HUD or its designee. The payrolls submitted shail set out accrued payments or advances as may be considered accurately and completely all of the information required necessary to pay laborers and mechanics, including to he maintained under 29 CFR 5.5(a)(3)(i) except that full apprentices, trainees and helpers, employed by the social security numbers and home addresses shall not he contractor or any subcontractor the full amount of wages included on weekly transmittals. Instead the payrolls shall required by the contract in the event of failure to pay any only need to include an individually identifying number for laborer or mechanic, including any apprentice, trainee or each employee (e.g.. the last four digits of the employee's helper, employed or working on the site of the work, all or social security number). The required weekly payroll part of the wages required by the contract. HUD or its information may be submitted in any form desired. designee may, after written notice to the contractor, Optional Form WH-347 is available for this purpose from sponsor, applicant, or owner, take such action as may be the Wage and Hour Division Web site at necessary to cause the suspension of any further h t ://www. 1. e I s lwhdlf rm lwh34lin r,h or its payment, advance, or guarantee of funds until such successor site. The prime contractor Is responsible for violations have ceased. HUD or its designee may, after the submission of copies of payrolls by all subcontractors. written notice to the contractor, disburse such amounts Contractors and subcontractors shall maintain the full withheld for and on account of the contractor or social security number and current address of each subcontractor to the respective employees to whom they covered worker, and shall provide them upon request to are due. The Comptroller General shall make such HUD or its designee if the agency is a party to the disbursements in the case of direct Davis-Bacon Act contract, but if the agency is not such a party, the contracts. contractor will submit the payrolls to the applicant 3. (1) payrolls and basic records. Payrolls and basic sponsor, or owner, as the case may be, for transmission to records relating thereto shall be maintained by the HUD or its designee, the contractor, or the Wage and Hour contractor during the course of the work preserved for a Division of the Department of Labor for purposes of an period of three years thereafter for all laborers and investigation or audit of compliance with prevailing wage mechanics working at the site of the work. Such records requirements. It is not a violation of this subparagraph for shall contain the name, address, and social security a prime contractor to require a subcontractor to provide number of each such worker, his or her correct addresses and social security numbers to the prime classification, hourly rates of wages paid (including rates contractor for its own records, without weekly submission of contributions or costs anticipated for bona fide fringe to HUD or its designee. (Approved by the Office of benefits or cash equivalents thereof of the types described Management and Budget under OMB Control Number in Section I(b)(2)(B) of the Davis-bacon Act], daily and 1215-0149,) weekly number of hours worked, deductions made and (b) Each payroll submitted shall be accompanied by a actual wages paid. Whenever the Secretary of Labor has "Statement of Compliance," signed by the contractor or found under 29 CFR 5.5 (a)(f)(iv) that the wages of any subcontractor or his or her agent who pays or supervises laborer or mechanic include the amount of any costs the payment of the persons employed under the contract reasonably anticipated In providing benefits under a plan and shall certify the following., or program described in Section i(b)(2)(B) of the Davis- (1) That the payroll for the payroll period contains the Bacon Act, the contractor shall maintain records which information required to be provided under 29 CFR 5.5 show that the commitment to provide such benefits is enforceable, that the plan or program is financially (a){3}(#i), the appropriate Information is being maintained under 29 CFR 5.5(a)(3)(€J, and that such information is responsible, and that the plan or program has been correct and complete; Previous editions are obsolete form HUD-4010(0612009) Page 2 of 5 ref.Handbook 134-4.1 (2) That each laborer or mechanic (including each helper, is not registered or otherwise employed as stated above, apprentice, and trainee) employed on the contract during shall be paid not less than the applicable wage rate on the the payroll period has been paid the full weekly wages wage determination for the classification of work actually earned, without rebate, either directly or indirectly, and performed. In addition, any apprentice performing work on that no deductions have been made either directly or the job site in excess of the ratio permitted under the indirectly from the full wages earned, other than registered program shall he paid not less than the permissible deductions as set forth in 29 CFR Part 3; applicable wage rate on the wage determination for the (3) That each laborer or mechanic has been paid not less work actually performed. Where a contractor is performing than the applicable wage rales and fringe benefits or cash construction on a project in a locality other than that in equivalents for the classification of work performed, as which its program Is registered, the ratios and wage rates specified in the applicable wage determination (expressed in percentages of the journeyman's hourly incorporated into the contract, rate) specified in the contractor's or subcontractor's c The week) submission of a registered program shall be observed. Every apprentice [ ] Y properly executed certification set forth on the reverse side of Optional Form must be paid at not less than the rate specified in the registered program for the apprentice's level of progress, WH-347 shalt satisfy the requirement for submission of the expressed as a percentage of the journeymen hourly rata 'Statement of Compliance" required by subparagraph A.3.(ii)[b), specified in the applicable wage determination. Apprentices shall be paid fringe benefits in accordance (d) The falsification of any of the above certifications may with the provisions of the apprenticeship program. if the subject the contractor or subcontractor to civil or criminal apprenticeship program does not specify fringe benefits, prosecution under Section 1001 of Title 18 and Section apprentices must be paid the full amount of fringe benefits 231 of Title 31 of the United States Code. listed on the wage determination for the applicable (ill) The contractor or subcontractor shall make the classification. if the Administrator determines that a records required under subparagraph A.3.(i) available for different practice prevails for the applicable apprentice inspection, copying, or transcription by authorized classification, fringes shall be paid in accordance with that representatives of HUD or its designee or the Department determination. In the event the Office of Apprenticeship of Labor, and shall permit such representatives to Training, Employer and Labor Services, or a State interview employees during working hours on the job. It Apprenticeship Agency recognized by the Office, the contractor or subcontractor fails to submit the required withdraws approval of an apprenticeship program, the records or to make them available, HUD or its designee contractor will no longer be permitted to utilize may, after written notice to the contractor, sponsor, apprentices at less than the applicable predetermined rate applicant or owner, take such action as may be necessary for the work performed until an acceptable program is to cause the suspension of any further payment, advance, approved, or guarantee of funds. Furthermore, failure to submit the (ll) Trainees. Except as provided in 29 CFR 5.16, required records upon request or to make such records trainees will not be permitted to work at less than the available may be grounds for debarment action pursuant to predetermined rate for the work performed unless they are 29 CFR 5.12. employed pursuant %to and individually registered in a 4. Apprentices and Trainees. program which has received prier approval, evidenced by (1) Apprentices. Apprentices will be permitted to work at fofmal certification by the U.S. Department of Labor, less than the predetermined rate for the work they Employment and Training Administration. The ratio of performed when they are employed pursuant to and trainees to journeymen on the job site shall not be greater Individual) registered in a bona fide a than permitted under the plan approved by the Y 9� apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration. Every trainee Employment and Training Administration. Office of roust be paid at not less than the rate specified in the Apprenticeship Training, Employer and Labor Services, or approved program for the trainee's level of progress, with a State Apprenticeship Agency recognized by the expressed as a percentage of the journeyman hourly rate Office, or if a person is employed in his or her first 90 specified in the applicable wage determination. Trainees days of probationary employment as an apprentice in such shall be paid fringe benefits in accordance with the an apprenticeship program, who Is not individually provisions of the trainee program, if the trainee program registered in the program, but who has been certified by does not mention fringe benefits, trainees shalt be paid the Office of Apprenticeship Training, Employer and Labor the full amount of fringe benefits listed on the wage Services or a State Apprenticeship Agency (where determination unless the Administrator of the Wage and appropriate) to be eligible for probationary employment as Hour Division determines that there is an apprenticeship an apprentice_ The allowable ratio of apprentices to program associated with the corresponding journeyman journeymen on the job site in any craft classification shall wage rate an the wage determination which provides for not be greater than the ratio permitted to the contractor as less than full fringe benefits for apprentices. Any to the entire work force under the registered program. Any employee listed on the payroll at a trainee rate who is not worker listed on a payroll at an apprentice wage rate, who registered and participating in a !raining plan approved by Previous editions are obsolete form HUD-4010(0512009) Page 3 of 5 ref.Handbook 1344.1 the Employment and Training Administration shall be paid awarded HUD contracts or participate in HUD programs not less than the applicable wage rate on the wage pursuant to 24 CFR Part 24. determination for the work actually performed. In addition, (1I) No part of this contract shall be subcontracted to any any trainee performing work on the job site in excess of person or firm ineligible for award of a Government the ratio permitted under the registered program shall be contract by virtue of Section 3(a) of the Davis-Bacon Act paid not less than the applicable wage rate on the wage or 29 CFR 5.12(a)(1) or to be awarded HUD contracts or determination for the work actually performed. In the participate in HUD programs pursuant to 24 CFR part 24, event the Employment and Training Administration withdraws approval of a training program, the contractor (Ill) The penalty for making false statements Is prescribed in the U.S. Criminal Code, 18 will no longer be permitted to utilize trainees at less than 1001. Additionally, the applicable predetermined rale for the work performed U S Criminal Cade, Section 1 1 0 01 1 0, Title 18, U.5-C., until an acceptable program is approved. "Federal Housing Administration transactions", provides in part: "Whoever, for the purpose of . . . influencing in any (Ili) Equal employment opportunity. The utilization of way the action of such Administration...,- makes, utters or apprentices, trainees and journeymen under 29 CFR Part 5 publishes any statement knowing the same to be false.,._ shall be in conformity with the equal employment shall be fined not more than $5,000 or imprisoned not opportunity requirements of Executive Order 11246, as more than two years, or both." amended, and 29 CFR Part 30. i I. Complaints, Proceedings, or Testimony by S. Compllance with Copeland Act requirements. The Employees. No laborer or mechanic to whom the wage, contractor shall comply with the requirements of 29 CFR salary, or other labor standards provisions of this Contract Part 3 which are incorporated by reference in this contract are applicable shall be discharged or in any other manner 6. Subcontracts. The contractor or subcontractor will discriminated against by the Contractor or any insert in any subcontracts the clauses contained In subcontractor because such employee has filed any subparagraphs 1 through 11 in this paragraph A and such complaint or instituted or caused to be instituted any other clauses as HUD or its designee may by appropriate proceeding or has testified or is about to testify In any instructions require, and a copy of the applicable proceeding under or relating to the labor standards prevailing wage decision, and also a clause requiring the applicable under this Contract to his employer, subcontractors to include these clauses in any lower tier B. Contract Work hours and Safety Standards Act. The subcontracls. The prime contractor shall he responsible provisions of this paragraph B are applicable where the amount of the for the compliance by any subcontractor or lower tier prime contract exceeds $100,000. As used in this paragraph, the subcontractor with all the contract clauses in this terms"laborers"and"mechanics"include watchmen and guards. paragraph. (1) Overtime requirements. No contractor or subcontractor 7. Contract termination; debarment. A breach of the contracting for any part of the contract work which may require or contract clauses in 29 CFR 5-5 may be grounds for involve the employment of laborers or mechanics shall require or termination of the contract and for debarment as a permil any such laborer or mechanic In any workweek in which the contractor and a subcontractor as provided in 29 CFR individual is employed on such work to work in excess of 40 hours in 5.12. such workweek unless such laborer or mechanic receives S. Compliance with Davis-Bacon and Related Act Requirements. compensation at a rate not less than one and one-half limes the basic All rulings and interpretations of the Davis-Bacon and rate of pay for all hours worked in excess of 40 hours in such Related Acts contained in 29 CFR Parts 1, 3, and 5 are workweek- herein incorporated by reference in this contract (2) Violatlon; liability for unpaid wages; Ilquldated 9. Disputes concerning labor standards. Disputes damages. In the event of any violation of the clause set arising out of the labor standards provisions of this forth in subparagraph (1) of this paragraph, the contractor contract shall not be subject to the general disputes and any subcontractor responsible therefor shall he liable clause of this contract. Such disputes shall be resolved in for the unpaid wages. In addition, such contractor and accordance with the procedures of the Department of subcontractor shall be liable to the united States (in the Labor set forth in 29 GFR Parts 5, 6, and 7. Disputes case of work done under contract for the District of within the meaning of this clause include disputes between Columbia or a territory, to such District or to such the contractor (or any of its subcontractors) and HUD or territory), for liquidated damages. Such liquidated its designee, the U.S. Department of Labor, or the damages shall be computed with respect to each individual employees or their representatives. laborer or mechanic, including watchmen and guards, 10. (1) Certification of Ellglbility. By entering into this employed in violation of the clause set forth in contract the contractor certifies that neither it (nor he or subparagraph (1) of this paragraph, in the sum of$10 for each she) nor any person or firm who has an interest in the calendar day on which such individual was required or permitted to contractor's firm is a person or firm ineligible to be work in excess of the standard workweek of 40 hours without payment awarded Government contracts by virtue of Section 3(a) of of the overtime wages required by the clause set forth in sub the Davis-Baron Act or 29 CFR 5.12(x)(1) or to be paragraph (1) of this paragraph- Previous editions are obsolete form HUD-4010(0612009) Page 4 of 5 ref.Handbook 1344-1 (3) Withholding for unpaid wages and liquidated damages. HUD or its designee shaii upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of wofk performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contract, or any other Federally-assisted contract subject to the Contract Work Hours and Safety Standards Act which Is held by the same prime contractor such sums as may he determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided to the clause set forth in subparagraph (2) of this paragraph. (4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in subparagraph (1) through (4) of this paragraph and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The p►ime contractor shall be responsible for compl{ante by any subcontractor or lower tier subcontractor with the clauses set forth In subparagraphs (1) through (4) of this paragraph. C. Health and Safety. The provisions of this paragraph C are applicable where the amount of the prime contract exceeds$100,000. (1) No laborer or mechanic shall be required to work In surroundings or under working conditions which are unsanitary, hazardous, or dangerous to his health and safety as determined under construction safety and health standards promulgated by the Secretary of Labor by regulation. (2) The Contractor shall comply with all regulations Issued by the Secretary of Labor pursuant to Title 29 Part 1828 and failure to comply may result in imposition of sanctions pursuant to the Contract Work Hours and Safety Standards Act, (Public Law 51-54, 83 Stat 98). 40,USC RiLALM. (3) The contractor shall include the provisions of this paragraph In every subcontract so that such provisions will be binding on each subcontractor. The contractor shall take such action with respect to any subcontractor as the Secretary of Housing and Urban Development or the Secretary of labor shall direct as a means of enforcing such provisions. Previous editions are obsolete form M-4010(0812009) Page 6 of 5 ref,Handbook 1344.1 Page 1 of 4 General Decision Number: TX160025 01/08/2016 TX25 Superseded General Recision Number: TX20150025 State: Texas Construction Type: Residential Counties: Johnson, Parker and Tarrant Counties in Texas. Residential Projects consisting of single family homes and apartments up to and including 4 stories. Note: Under Executive Order (EO) 13658, an hourly minimum wage of $10.15 for calendar year 2016 applies to all contracts subject to the Davis-Bacon Act for which the solicitation was issued on or after January 1, 2015. If this contract is covered by the EO, the contractor must pay all workers in any classification listed on this wage determination at least $10.15 (or the applicable wage rate listed on this wage determination, if it is higher) for all hours spent performing on the contract in calendar year 2016. The EO minimum wage rate will be adjusted annually_ Additional information on contractor requirements and worker protections under the EO is available at www.dol.gov/whd/govcontracts. Modification Number Publication Date 0 01/08/2016 * SUTX1990-020 04/01/1990 Rates Fringes CARPENTER (excluding drywall hanging and form setting) . . .. . ..$ 9.315 CEMENT MASON/CONCRETE FINISHER (Excluding form setting) . . .. . . . . . . . . . . . . . . . . . . . . .$ 9.48 DRYWALL HANGER. . . . . . . . . . . . . .. . . ..$ 9.00 ELECTRICIAN_ . . . .. . . . . . . . . . . . . . . . .$ 10.214 Form Setter. . . . . . . . . . . . . . . . . . . . . .$ 9.194 HVAC MECHANIC (including duct, excluding pipe work) . . . . . ..$ 8.337 Laborer, Common.. . . . . . . . . . .. . . .. .$ 7.25 Painters: Brush.. . . ... . . . . . . . .. .. . . . . .$ 8.85 Spray. . . . . . . . . . . . . . . . . . . . . . .$ 10.00 PLUMBER (Including HVAC WORK) .. . .$ 10.687 ROOFER, Including Built Up, Composition and Single Ply Roofs. . . . . . . . . ... . . . . . . . . . . . . . . . .$ 8.646 Sheet Metal worker (Excluding HVAC-duct work) . . . . . . . . . .. . . . . . . .$ 14.103 h++n•Ih.,...,,..rrinl n..::1..rinlle r4�laolrla.richarnnl`f'Y'1 S.-i.:h7.�11 i 1111 41'7!11� Page 2 of 4 TILE SETTER. . . . .. . . . .. . . . . . . . . . . .$ 11.50 TRUCK DRIVER. . . . . . . . . . . . . . . . .. . . .$ 7.25 WELDERS - Receive rate prescribed for Craft performing operation to which welding is incidental. ---------------------------------------------------------------- WELDERS - Receive rate prescribed for craft performing operation to which welding is incidental. ---------------------------------------------------------------- ----------------------------------------------------------------- Unlisted classifications needed for wort not included within the scope of the classifications listed may be added after award only as provided in the labor standards contract clauses (29CFR 5.5 (a) (1) (ii) ) . ----------------------------------------------------------------- The body of each wage determination lists the classification and wage rates that have been found to be prevailing for the cited type(s) of construction in the area covered by the wage determination_ The classifications are listed in alphabetical order of "identifiers" that indicate whether the particular rate is a union rate (current union negotiated rate for local), a survey rate (weighted average rate) or a union average rate (weighted union average rate) . Union Rate Identifiers A four Letter classification abbreviation identifier enclosed in dotted lines beginning with characters other than "SU" or "UAVG" denotes that the union classification and rate were prevailing for that classification in the survey. Example: PLUM0198-005 07/01/2014. PLUM is an abbreviation identifier of the union which prevailed in the survey for this classification, which in this example would be Plumbers. 0198 indicates the local union number or district council number where applicable, i.e., Plumbers Local 0198. The next number, 005 in the example, is an internal number used in processing the wage determination. 07/01/2014 is the effective date of the most current negotiated rate, which in this example is July 1, 2014. Union prevailing wage rates are updated to reflect all rate changes in the collective bargaining agreement (CBA) governing this classification and rate. Survey Rate Identifiers Classifications listed under the "SU" identifier indicate that no one rate prevailed for this classification in the survey and the published rate is derived by computing a weighted average rate based on all the rates reported in the survey for that classification. As this weighted average rate includes all rates reported in the survey, it may include both union and non-union rates. Example: SULA2012-007 5/13/2014. SU indicates the rates are survey rates based on a weighted average calculation of rates and are not majority rates. LA indicates the State of Louisiana. 2012 is the year of survey on which these classifications and rates are based_ The next number, 007 in the example, is an internal number used in producing the wage determination. 5/13/2014 indicates the survey completion l,r+.,•Ih.,.,,,, .,,7 1 n...�...i 11� f lei lri�<:;�} ,..1`f tr i S r1.,S,%,�I1 1 n n o inn r c Page 3 of 4 date for the classifications and rates under that identifier. Survey wage rates are not updated and remain in effect until a new survey is conducted. Union Average Rate Identifiers Classification(s) listed under the UAVG identifier indicate that no single majority rate prevailed for those classifications; however, 100W of the data reported for the classifications was union data. EXAMPLE: UAVG-OH-0010 08/29/2014.- UAVG indicates that the rate is a weighted union average rate. OH indicates the state. The next number, 0010 in the example, is an internal number used in producing the wage determination. 08/29/2014 indicates the survey completion date for the classifications and rates under that identifier. A UAVG rate will be updated once a year, usually in January of each year, to reflect a weighted average of the current negotiated/CBA rate of the union locals from which the rate is based. ---------------------------------------------------------------- WAGE DETERMINATION APPEALS PROCESS 1.) Has there been an initial decision in the matter? This can be: * an existing published wage determination * a survey underlying a wage determination * a Wage and Hour Division letter setting forth a position on a wage determination matter * a conformance (additional classification and rate) ruling On survey related matters, initial contact, including requests for summaries of surveys, should be with the Wage and Hour Regional Office for the area in which the -survey was conducted because those Regional Offices have responsibility for the Davis--Bacon survey program. If the response from this initial contact is not satisfactory, then the process described in 2.) and 3.) should be followed. With regard to any other matter not yet ripe for the formai process described here, initial contact should be with the Branch of Construction Wage Determinations. Write to: Branch of Construction Wage Determinations Wage and Hour Division U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 2. ) if the answer to the question in 1. 7 is yes, then an interested party (those affected by the action) can request review and reconsideration from the Wage and Hour Administrator (See 29 CFR Part 1.8 and 29 CFR Part 7) , write to: Wage and Hour Administrator U.S. Department of Labor 200 Constitution Avenue, N-W. Washington, DC 20210 The request should be accompanied by a full statement of the interested party's position and by any information (wage L.._.II............a„i a.,i.o­n aniTonnic Page 4 of 4 payment data, project description, area practice material, etc.) that the requestor considers relevant to the issue. 3.) If the decision of the Administrator is not favorable, an interested party may appeal directly to the Administrative Review Board (formerly the Wage Appeals Board) . Write to: Administrative Review Board U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 4.) All decisions by the Administrative Review Board are final. END OF GENERAL DECISION L1 ..,4-1 nr..,I.,.anllnnnf;lnol.ln.,,nl,nnnnl7'Y?G A-1,9--0 7n170/17n711 EXHIBIT "I" SECTION 3 REPORTING FORMS TARRANT COUNTY HOUSING PARTNERSHIP,INC. 3641 EAGLE NEST STREET CHDO SINGLE FAMILY CONTRACT rage I Hardy Street Infill Project TCHP—3641 Eagle Nest Street Rev 10-19-2016 EXHIBIT trill Section 3 Summary Report 11.S.Department of Housing OMB Approval No: 2529-0043 Economic Opportunities for and Urban Development (exp.4113012010) Law—and Very Low-Income Persons Office of Fair Housing And Equal Opportunity HUD Field ofrtca Section back of page for Public Reporting Burden statement 1.Recipient Name&Address: (street,city,stale,zip) 2.Federal Idontirication: (grant no.) 3. Totad Amount of Award, 4.Contact Person 5.Phone: (Include area code) 6.Length of Grant: 7.Reporting Poriod: 8.Data Report Submitted: s.Program Code: (use separate sheet 10. Program Name-- for ame:for each program code) Part I: Em p I oy ment and Trai n ing Columns B,C and F are m a ridatory fields. include New Hires in E& A a0 a E F Number Of Number of New %of Aggregate Number %of Total Staff Hours Number of Section 3 Job category New Hires Hires that are of Slaff Hours of New Hires for Section 3 Employees Trainees Sec.3 Residents that are Sec.3 Residents and Trainees Professionals Technicians Office/Clerical Construction by Trade(List) Trade Trade Trade Trade Trade Other List Total Program Codes 3=PublicAndian Housing 4=Homeless Assistance 8=CDBG State Administered 1=Flexible Subsidy A=Davelopment, 5=HOME 9=Other CD Programs 2=Section 202!811 B=Operation 6=HOME State Administered 10=Other Housing Programs C=Modernization 7=COBG Entibement Page 1 of 2 form HUD BMW(812001) Ref 24 CPR 135 Part If: Contracts Awarded 1. Construction Contracts: A. Total dollar amount of all contracts awarded on the project $ B, Total dollar amount of contracts awarded to Section 3 businesses $ C_ Percentage of the total dollar amount that was awarded to Section 3 businesses % D. Total number of Section 3 businesses receiving contracts 2. Non-Construction Contracts: A. Total dollaramount all non-construction contracts awarded on the projecflactivity $ B. Total dollar amount of non-construction contracts awarded to Section 3 businesses $ C. Percentage of the total dollar amount that was awarded to Section a businesses % D. Total number of Section 3 businesses receiving non-construction contracts Part fl[: Summary Indicate the efforts made to direct the employment and other economic opportunities generated by HUD financial assistance for housing and community development programs,to the greatest extent feasible,toward low-and very low-income persons,particulady those who are recipients of government assistance for housing. (Check all that apply.) Attempted to recruit low-income residents through: local advertising media,signs prominently displayed at the project site, contracts with the community organizations and public or private agencies operating within the metropolitan area(or nonmetropol ita n county)in which the Section 3 covered program or project Is located,or similar methods. Participated in a HUD program or other program which promotes the training or employment of Section 3 residents. Participated in a HUD program or other program which promotes the award of contracts to business concerns which meet the definition of Section 3 business concerns. Coordinated with Youthbuild Programs administered in the metropolitan area in which the Section 3 covered project is located. Other;describe below. Public reporting for this collection of information is estimated to average 2 hours per response,including the time for reviewing instructions, searching existing data sources,gathering and maintaining the data needed,and completing and reviewing the collection of information. This agency may not collect this information,and you are not required to complete this form,unless it displays a currently valid OMB number, Section 3 of the Housing and Urban Development Act of 1958,as amended,12 U.S.C.1701tr,mandates that the Department ensures that employment and other economic opportunities generated by its housing and community development assistance programs are directed toward low-and very-low income persons,particularly those who are recipients of government assistance housing. The regulations are found at 24 CFR Part 135, The information will be used by the Department to monitor program recipients'compliance with Section 3,to assess the results of the Department's efforts to meet the statutory objectives of Section 3,to prepare reports to Congress,and by recipients as self-monitoring tool. The data is entered into a database and will be analyzed and distributed. The collection of information involves recipients receiving Federal financial assistance for housing and community development programs covered by Section 3. The information will be collected annually to assist HUD in meeting its reporting requirements under Section 808(e)(6)of the Fair Housing Act and Section 916 of the HC DA of 1992. An assurance of confidentiality is not applicable to this farm. The Privacy Act of 1974 and OMB Circular A-108 are not applicable. The reporting requirements do not contain sensitive questions. Data is cumulative;personal identifying information is not included. Page 2 of 2 form HUD 60002(11r2010) Ref 24 CFR 135 Form HUD-60062,Section 3 Summary Report,Economic Opportunities for Low-and Very Low-income Persons. Instructions: This form is to be used to report annual 8. Program Code: Enter the appropriate program code as listed at accomplishments regarding employment and other economic the bottom of the page, opportunities provided to low-and very low-income persons under 9. Program Name: Enter the name of HUD Program corresponding Section 3 of the Housing and Urban Development Act of 1968. The with the"Program Code'in number 8. Section 3 regulations apply to any public and Indian housing programs that receive: (1)development assistance pursuant to Part I: Employment and Training Opportunities Section 5 of the U.S.Housing Act of 1937;(2)operating assistance Column A: Contains various job categories. Professionals are pursuant to Section 9 of tha U.S_Housing Act of 1937;or 0) defined as people who have special knowledge of an occupation(i.c. modernization grants pursuant to Section 14 of the U.S.Housing Act supervisors,architects,surveyors,planners,and computer of 1937 and to recipients of housing and community development programmers). Forconstmction positions,list each trade and provide assistance in excess of$200,000 expended for: (1)housing data in columns B through F for each trade where persons were rehabilitation(including reduction and abatement of lead-based paint employed. The category of"Other"includes occupations such as hazards);(2)housing construction;or(3)other public construction service workers. projects;and to contracts an d subcontracts in excess oIF$100,000 Column B: (Mandatory Ftold) Enter the number of new hires for awarded in connection with the Section-3-covered activity. each category of workers identified in Column A in con nectlan with Form HUD-60002 has three parts,which are to be completed for this award. New hire refers to a person who is not on the contractors all programs covered by Section 3. Part I relates to employment or recipient's payroll far employment at the time of selection for the and training.The recipient has the option to determine numerioaf Section 3 covered award or at the time of receipt of Section 3 covered employmenHtraining goals either on the basis of the number of hours assistance, worked by new hires(columns B,D,E and F). Part 11 of the form Column C: (Mandatary Field) Enterthe number of Section 3 new relates to contracting,and Part III summarizes recipients'efforts to hires for each category of workers identified in Column A in comply with Section 3_ connection with this award. Section 3 new hire refers to a Section 3 Recipients or contractors subject to Section 3 requirements must resident who is not on the contractors or recipient's payroll for maintain appropriate documentation to establish that HUD financial employment at the time of selection for the Section 3 covered award or assistance for housing and community development programs were at the time of receipt of Section 3 covered assistance. directed toward low-and very low-income persons.'A recipient of Column D. Enter the percentage of all the staff hours of new hires Section 3 covered assistance shall submit one copy of this report to (Section 3 residents)in connection with this award. HUD Headquarters,Office of Fair Housing and Equal Opportunity. Column E: Enter the percentage of the total staff hours worked for Where the program providing assistance requires an annual Section 3 employees and trainees(including new hires)connected performance report,this Section 3 report is to be submitted at the with this award. Include staff hours for part-time and full-time same time the program performance report is submitted. Where an positions. annual performance report Is not required,this Section 3 report is to be Column F: (Mandatory Field) Enter the number of Section 3 submitted by January 10 and,if the project ends before December 31, residents that were trained in connection with this award. within 10 days of project completion. Only Prime Recipients are Part 11: Contract Opportunities required to report to HUD. The report must include Block 1: Construction Contracts accomplishments of all reciplents and their Section 3 covered ltem A: Enter the total dollar amount of all contracts awarded on the coniracfors and subcontractors. project/program. HUD Field Office: Enter the Field Office name. Item 13: Enter the total dollar amount of contracts connected wlth this 1. Recipient: Enterthe name and address of the recipient projecilprogram that were awarded to Section 3 buslnesses. submitting this report. Item C: Enter the percentage of the total dollar amount of contracts 2. Federaf Identification: Enter the number that appears on the connected with this project/program awarded to Section 3 businesses. award form(with dashes). The award may be a grant, Item D: Enter the number of Section 3 businesses receiving awards. cooperative agreement or contract. Block 2: Non-Construction Contracts 3. Delta Amount of Award: Enter the dollar amount,rounded to the item A: Enter the total dollar amount of all contracts awarded on the nearest dollar,received by the recipient. projecUprograrn, 4&5. Contact Person/Phone: Enter the name and telephone number Item B: Enter the total dollar amount of contracts connected with this of the person with knowledge of the award and the recipient's project awarded to Section 3 businesses. implementation of Section 3. Item C: Enter the percentage of the total dollar amount of contracts 6. Reporting Period: Indicate the time period(months and year) connected with this project/program awarded to Section 3 businesses. this report covers. Item D: Enter the number of Section 3 businesses receiving awards. 7. Date Report Submitted: Enter the appropriate date. Part ff1: Summary of Efforts—Self-explanatory Submit one(1)copy of this report to the HUD Headquarters Office of Fair Housing and Equal Opportunity,at the same time the The Secretary may establish income ceilings higher or lower than 80 percent performance report is submitted to the program office. The Section 3 of the median for the area on the basis of the Secretary's findings such that reportis submitted by January 10. Include only contracts executed variations are necessary because of prevailing levels of construction costs during the period specified in item 8. PHAsI1HAs are to report all or unusually high-or low-income families. Very low-income persons mean contractstsubeontracts. low-income families(including single persons)whose incomes do not exceed 50 percent of the median family income area,as determined by the ' The terms"low-income persons'and very low-income persons"have Secretary with adjustments or smaller and larger families,except that the the same meanings given the terms 1n section 3(b)(2)of the United Secretary may establish income eaillngs higher or lower than 50 percent of States Housing Act of 1937. tow-income persons mean families the median for the area on the basis of the Secretary's findings that such {including single persons)whose incomes do not exceed 80 percent of variations are necessary because of unusually high or low family incomes. the median income for the area,as determined by the Secretary,with adjustments for smaller and larger families,except that Pagel farm HUES 60002(11=10) Ref 24 C FR 135 EXHIBIT "J" STANDARDS OF COMPLETE DOCUMENTATION TAR ANT COUNTY HOUSING PARTNERSHIP, INC. 3641 EAGLE NEST STREET CHI]O SINGLE FAMILY CONTRACT Page I Hardy Street Infill Prosect TCRP—3641 Eagle Nest Street Rev 10-19-2016 FORTWORTH. Standard of Documentation for Reimbursement of Development Costs _ Cost Type Documentation Standard Acquisition of Real Property • Notice to Seller(date must be on or before the date of options agreement or sales contract and signed by the buyer and seller) Recorded Deed of Trust Purchase Agreement w/Required HUD language Master Settlement Statement/ HUD-1 o Appraisal or other document used to determine purchase price Proof of Payment(bank statement/cancelled check) Verification of Vacant Status (as applicable) Pre-development and Soft • Invoice Costs (Architect, Engineer, - Invoice should include: Landscape Design,Surveys, date; Appraisals, Environmental, Legal company's letterhead; Fees, Other Consultants, Etc.) address for which service is provided; description of service(s)and items); amount for itemized services;and total amount Proof of Payment(ie. bank statement or cancelled check) Fully executed contract/service agreements/fetter agreement and applicable amendments - Provide printout from www.sam.gov verifying contractor/subcontractor is not listed on the debarred and suspension list If only a portion is being paid with City funds,then show calculation and documentation of how costs are allocated. Construction Costs(Contractors & • Invoice Subcontractors) - Invoice should include: date; company's letterhead; address for which service is provided; description of service(s) and items); amount for itemized services; and total amount Proof of Payment(i.e. hank statement or cancelled check) Copy of applicable inspection report(s) conducted by HED Inspector Copy of executed agreements - Provide printout from www.sam.gov verifying contractor/subcontractors are not listed on the debarred and suspension list Housing and Economic Development FINAL as of 1/9/2015 Page 1 FORTWORTH© Standard of Documentation for Reimbursement of Development Costs Construction Costs (Contractors& - If only a portion is being paid with City funds, then show calculation of Subcontractors) how costs are allocated. (continued) - For payment of final retainage for the prime contractor, lien waivers for the prime and all subcontractors. List of subcontractors Materials Purchased Directly by - Invoice Developer(if applicable) - Invoice should include: date; company's letterhead; address where materials will be used; description of service(s) and items); cost by quantity; and total amount Proof of Payment(i.e. bank statement or cancelled check) Verification of Delivery Developer Fee - Final Invoice Ref lectingTota I Development Cost (if paid directly from HOME funds) ■ Proof of payment for any other entity/funding source contributing to development costs. Show calculation of agreed upon developer fee percentage Copies of final lien releases from contractor/subcontractor Complete Documentation income eligibility of buyers/renters (i.e. income docs for eligible homebuyer/tenants, sales contract between developer/homebuyer,HAP Deed of Trust w/required affordability period language, etc.) Lease documents Final inspections of completed units Housing and Economic Development FINAL as of 1/9/2415 Page 2 EXHIBIT "K" MBE REPORTING FORM TARR.A,NT COUNTY HOUSING PARTNERSHIP,INC. 3641 EAGLE NEST STREET CHDO SINGLE FAMILY CONTRACT Page 1 Hardy Street Infill Project TCHP—3641 Eagle Nest Street Rev 10-19-2016 Z C] v e cn � 1111 � IIH Will 11111 d El z so 5 u g � e a Ll e Q Vas P � e 13 U a 8 ui a m 9 .: v �$•s �a r8 �, .� y, c5 45. S9. E q yq 43 P S3 E p E E Y o � W �� S e� �i m c. � c�. � � c .sT.•i € C3 � � � n $ B All A °�� a 8•� o a,� � c y � sU � v u '° � � a '� � E L iF � � � � �•E � ' c � v � r Q EPA b Q EN - o. .04 � 8 a � •yz o s $A ski Yr 5 8 CwC �� r K A a aeC r° r r`- r rl F°- a r o _ a12 Yi o� �� a ea s''�� ❑ � � � � �u.,�' c �'S c� �� �s ��19 'EF aod�� � & 3� E $ .E � � � '�a . 8.E .�� •s � �3�� 8 � €w y5� B P g F yg s q�p •� " s OY E`5 � R �•o z � r 5 g w iia _ w ad V— -m 'a`° E [3 v a Z o �I E =� ' � g Sn pg nF eo 8 y A�� 7 ra y f a c S $ E E• a. °' ° �x -q a- o r,,°. d q [i ES u7 g r, E [�Q� T � � E $ � Ea u9 ' e, RR � a a9 •°•=; � �� � �= �'.� a §x � 9TS. 6 FS 8 C�Q5 k5gp 8 .9 P 8 $ a a $ k a L G .E 'a xTI h B. v L d \ 3}� p H5k a�..�]zu u•a� �.", ��•d 8 S• r3 .. „s w �x� ��§ � �� � 3 � � � Es � nr�� � �'ia� � �^� M&C Review Page 1 of 6 Official site of the City of Fort Worth,Texas CITY COUNCIL AGENDA FORT_ WORTH COUNCIL ACTION: Approved on 8/412015 -Ordinance No. 21817-48-2015 CONTINUED FROM A PREVIOUS WEEK DATE: 7128/2015 REFERENCE G-18521 LOG NAME: 17NS NO.: HUDACTIONPLAN PY2015-2016 CODE: G TYPE: NON- PUBLIC YES CONSENT HEARING: SUBJECT: Conduct Two Public Hearings and Approve the City's 2015-2016 Action Plan for the Use of Federal Grant Funds in the Amount of$9,820,979.00 from the United States Department of Housing and Urban Development from the Community Development Block Grant, HOME Investment Partnerships Program, Emergency Solutions Grant and Housing Opportunities for Persons with AIDS Grant Programs, Authorize Collection and Use of Program Income, Authorize Waiver of Application of Indirect Cost Rates, Authorize Execution of Related Contracts and Adopt Appropriation Ordinance (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council: 1. Conduct two public hearings to allow citizen input and consideration of the City's 2015-2016 Action Plan for use of federal grant funds from the United States Department of Housing and Urban Development in the amount of$9,820,979.00 from the Community Development Block Grant, HOME Investment Partnerships Program, Emergency Solutions Grant and Housing Opportunities for Persons with AIDS grant programs and for the use of program income from activities using prior years'federal grant funds; 2. Approve the City's 2015-2016 Action Plan for submission to the United States Department of Housing and Urban Development including allocations of grant funds to particular programs and activities as detailed below; 3. Authorize the collection and use of an estimated $50,000.00 of program income, which resulted from activities using prior years' Community Development Block Grant fund, for the reconstruction of City streets; 4. Authorize the collection and use of an estimated $200,000.00 of program income, which resulted from activities using prior years' HOME Investment Partnerships Program funds, for the City's Homebuyer Assistance Program; 5. Authorize the City Manager or his designee to execute contracts for a one--year term with the agencies listed in Tables 1, 2 and 3 below for Program Year 2015-2016 for Community Development Block Grant, Emergency Solutions Grant and Housing Opportunities for Persons with AIDS grant funds, contingent upon receipt of funding; 6. Authorize the City Manager or his designee to extend the contracts for up to one year if an agency or department requests an extension and such extension is necessary for completion of the program or to amend the contracts if necessary to achieve program goals provided any amendment is within the scope of the program and in compliance with City policies and all applicable laws and regulations governing the use of federal grant funds; http://apps.cfwnet.org/council_packet/mc—review.asp?ID=21233&councildate=8141201 S 10/18/2016 M&C Review Page 2 of 6 7. Authorize a waiver of indirect cost rates as applicable for the Grants Fund in accordance with the City's Administrative Regulations; and 8. Adopt the attached appropriation ordinance increasing the estimated receipts and appropriations to the Grants Fund in the total amount of $9,820,979.00 consisting of $6,332,270.00 in Community Development Block Grant funds, $1,934,447.00 in HOME Investment Partnerships Program funds, $552,108.00 in Emergency Solutions Grant funds and $1,002,154.00 in Housing Opportunities for Persons with AIDS grant funds, plus any program income, all subject to receipt of such funds. DISCUSSION: The City's 2015-2016 Action Plan summarizes the major housing and community development activities and proposed expenditures for the program year beginning October 1, 2015 and ending September 30, 2016 for use of federal grant funds totaling $9,820,979.00 from the United States Department of Housing and Urban Development (HUD) for Community Development Block Grant (CDBG), HOME Investment Partnerships Program (HOME), Emergency Solutions Grant (ESG) and Housing Opportunities for People with AIDS (HOPWA) grant programs. It also summarizes the use of program income resulting from activities using prior years' CDBG and HOME funds. The purpose of these grant funds is to primarily benefit low and moderate income City residents with ESG funds primarily benefiting homeless persons and HOPWA funds primarily benefiting persons with HIV/AIDS. Staff developed recommendations for the allocation of the estimated funding from HUD and presented them to the Community Development Council (CDC) on May 20, 2015 and to the City Council at its Pre-Council meeting on June 16, 2015. Notice of a 30-day public comment period from July 1, 2015 to July 31, 2015 was published in the Fort Worth Star-Telegram on June 28, 2015. Any comments received will be maintained by the Neighborhood Services Department in accordance with federal regulations. The City will hold two public hearings as part of the HUD-required citizen participation process, the first on July 28, 2015 and the second on August 4, 2015 at which time the City Council is scheduled to approve the Action Plan. In addition, public hearings were held on June 18, 2015 at 11:30 a.m. and 6:00 p.m. for citizens to provide comment on the proposed list of neighborhood streets eligible for reconstruction using CDBG funds. A summary of the CDC's funding recommendations is provided below in Tables 1, 2 and 3 and a spreadsheet of all specific funding recommendations is attached. The 2015-2016 Action Plan must be submitted to HUD by August 14, 2015. CDBG For Program Year 2015-2016, it is recommended that the amount of $6,332,270.00 in CDBG funds and the estimated amount of$50,000.00 of CDBG program income be allocated as follows: Public Services - $949,840.00 This item includes social services for low to moderate income, disabled and disadvantaged populations. Housing Programs and Services -$2,175,600.00 This item includes funding for the City's Priority Repair Program, Cowtown Brush-Up, homebuyer and housing services, accessibility modifications to the homes of senior and/or disabled individuals and related project delivery costs for these programs. Infrastructure Services - $1,201,521.53 This item includes funding for the reconstruction of neighborhood streets. CDBG Economic Development-$738,854-47 This item is the City's annual payment on its Section 108 loan from HUD. CDBG Estimated Program Income - $60,000.00 http://apps.cfwnet.org/council_packet/me—review,asp?ID=21233&councildate=81412015 10/18/2016 M&C Review Page 3 of 6 This item includes funding for the reconstruction of City streets in addition to the funds listed above under Infrastructure Services. CDBG program income that is received which is over the estimated amount but not used for reconstruction of City streets will be allocated to priority activities in the City's Consolidated Plan subject to Council approval. CDBG General Administration -$1,266,454.00 This item includes costs for administering the CDBG grant including allocations for Financial Management Services, internal Audit and Transportation and Public Works Departments. HOME For Program Year 2015-2016, it is recommended that the amount of $1,934,447.00 in HOME funds and the estimated amount of$200,000.00 of HOME program income be allocated as follows: Homebuyer Assistance Program (HAP) -$1,097,400.00 This item includes funding for down payment and/or closing cost assistance to low and moderate income homebuyers. Community Development Housing Organizations (CHDO) Set Aside-$290,168.00 HUD requires that a minimum of 15 percent of HOME funds be allocated to CHDOs for affordable housing projects and CHDO administrative operating costs. These funds will be used by Tarrant County Housing Partnership, Inc. (TCHP), a CHDO, to construct additional single family houses for the 21 lot Hardy Street Single Family Infill Development in the Diamond Hill-Jarvis neighborhood (Council District 2). The houses will be sold to homebuyers making at or below 80 percent of area median income set by HUD. Single-Family Development-$353,435.00 This item includes funding for construction by TCHP of additional single family houses for the Hardy Street Single Family Infill Development. HOME General Administration -$193,444.00 This item includes costs for administering the HOME grant. HOME Estimated Program Income -$200,000.00 This item includes funding for the City's HAP for closing cost and/or down payment assistance in addition to the funds listed above. HOME program income that is received which is over the estimated amount but not used for HAP will be allocated to priority activities in the City's Consolidated Plan subject to Council approval. HUD allows the City to take 10 percent of any HOME program income to be used for the costs for administering the HOME grant_ HOPWA For Program Year 2015-2016, it is recommended that the amount of$1,002,154.00 in HOPWA funds be allocated as follows: Non-Profit Service Providers - $972,090.00 HOPWA Program Administration -$30,064.00 ESG For Program Year 2015-2016, it is recommended that the amount of $552,108.00 in ESG funds be allocated as follows: Non-Profit Service Providers -$510,700.00 ESG Program Administration -$41,408.00 http://apps.cfwnet.org/council Packet/mc_review.asp?ID=21233&cotincildate=81412015 10/18/2016 M&C Re'vie'w Page 4 of b CONTRACT RECOMMENDATIONS The CDC and Staff recommend that contracts be executed with the listed agencies for the amounts shown in the following tables: Community development Block Grant Contracts: Table 1 -CDBG Agencies organization Program Amount Cenikor Foundation Substance Abuse J1 $ 75,000.00 Senior Citizen Services of Greater Tarrant Senior Services $ 75,000.00 County Inc. YMCA of Metropolitan Fort Worth Child Care Services $ 75,000.00 YWCA of Fort Worth and Tarrant County Child Care Services $ 49,840.00 Clayton Child Care Inc. d/b/a Clayton YES! Child Care Services $ 75,000.00 Girls Inc. of Tarrant County Youth Services $ 75,000.00 Camp Fire First Texas Youth Services $ 75,000.00 Lena Pope Home, Inc. Youth Services J1 $ 75,000.00 The Ladder Alliance Employment/Job $ 75,000.00 Training Tarrant County Housing Partnership, Inc. Housing Counseling $ 75,000.00 and Education Case Presbyterian Night Shelter Management/Main $ 75,000.00 Shelter The Salvation Army, a Georgia Corporation Homeless Services $ 75,000.00 Meals on Wheels, Inc. of Tarrant Count Home-delivered Meals $ 76,000.00 County Program CDBG Public Service Subtotal $ 949,840.00 Rehabilitation, Education and Advocacy for Project Ramp $ 100,000.00 Persons with Handicaps, dba REACH, Inc." Total CDBG Contracts $1,049,840.00 *PERCH will be funded from the CDBG Housing Programs and Services budget. Housing Opportunities For Persons With AIDS Contracts: Table 2 -HOPWA Agencies Organization Program Amount Tarrant County Administration (seven percent), Supportive Samaritan Housing, Services, and Facility Based Housing Subsidy $420,063.00 Inc. 11 Assistance AIDS Outreach Administration (seven percent), Supportive Center, Inc. Services, Tenant Based Rental Assistance $552,027.00 {TBRA), and Short Term Rent Mortgage and Utility http://apps.cfwnet.org/council_packet/me—review.asp?ID=21233&councildate -81412015 10/18/2015 M&C Review Page 5 of 6 Il Assistance (STRMU) TOTAL HOPWA $972,090 00 Contracts Emergency Solutions Grant Contracts: Table 3 -ESG„Agencies Organization IF Program Amount SafeHaven of Tarrant County Shelter Services $104,265.00 Presbyterian Night Shelter Shelter Services $ 85,908.00 Day Resource Center for the Homeless 11 Shelter Services $141,092.00 The Salvation Army, a Georgia Corporation Homelessness Prevention $100,000.00 YWCA Fort Worth and Tarrant County Rapid Re-Housing $ 79,435.00 TOTAL ESG Contracts $510,700.00 These programs are available in ALL.COUNCIL DISTRICTS. FISCAL 1NFORMATIONICERTIFICATION: The Financial Management Services Director certifies that upon approval of the above recommendations, adoption of the attached appropriation ordinance and receipt of grant funds, funds will be available in the current operating budget, as appropriated, of the Grants Fund, TO FundfAccountlCenters FROM FundlAccountlCenters 21001 4310013 019CDBG $6,332,270.00 21001 5XXXXXX 019CDBG $6,332,270.00 21041 4310013 019HOME $1,934,44T00 21001 5XXXXXX 019HOME $1,934,447.00 21001 4310013 019ESG $552,108.40 21001 5XXXXXX 019ESG 1552108.00 21001 4921001 019CDBG $50,000.00 21001 5XXXXXX 019CDBG $50,000.00 21001 4310013 019HOPWA 1,002,154.00 21001 5XXXXXX 019HOPWA $1,002154.00 21001 4921001 019HOME $200,000.00 21001 5XXXXXX 019HOME $200,000.00 Submitted for City Manager's Office by: Fernando Costa (6122) Od-ginating Department Head: Allison Gray (8030) Additional Information Contact: Avis Chaisson (6342) Leticia Rodriguez (7319) http://apps,cfwnet.org/council_packet/Mc review.asp?ID-, 21233&councildate=81412015 10/18/2016 M&C Review Page 6 of 6 ATTACHMENTS 17NS HUDACTIONPLAN PY2015-2016 GR76 AO FY2015.docx Action Plan 15 16 FINAL MandC Slides LHR, df Proposed 2015 CUBG Infrastructure Project MandC.pdf http://apps.cfwnet.org/council_packet/mc_review.asp?ID=21233&councildate=$141201 S 10/18/2016 M&C Review Page 1 of 3 Official site of the City of Fort Worth,Texas CITY COUNCIL AGENDA FOR11 19ADDITIONAL HOME REFERENCE ,* FUNDING FOR HARDY BATE: 10/18/2016 NO.: C-27967 LOG NAME: PROJECT AND CHDO OPERATING CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize Allocation of an Additional $800,000.00 of HOME Investment Partnerships Program Grant Funds to Tarrant County Housing Partnership, Inc. for the Hardy Street Single Family Infill Development in the Diamond-Hill-Jarvis Neighborhood and Operating Funds and Authorize Execution of Contracts (COUNCIL DISTRICTS 2 and 9) RECOMMENDATION: It is recommended that the City Council: 1. Authorize the City Manager or his designee to substitute funding years in order to meet commitment, disbursement and expenditure deadlines for grant funds from the United States Department of Housing and Urban Development; 2. Authorize allocation of an additional $600,000.00 in HOME Investment Partnerships Program grant funds to Tarrant County Housing Partnership, Inc. for the development of additional single family houses as part of phase two of the Hardy Street Single Family Infill Development located in the Diamond Hill-Jarvis neighborhood; 3. Authorize allocation of$200,000.00 in HOME Investment Partnerships Program grant funds to Tarrant County Housing Partnership, Inc. for Community Housing Development Organization operating funds; 4. Authorize the City Manager or his designee to execute contracts with Tarrant County Housing Partnership, Inc. for the construction of single family houses for a two year term with the option for a one year extension; 5. Authorize the City Manager or his designee to execute contracts with Tarrant County Housing Partnership, Inc. for Community Housing Development Organization operating expenses for PY 2016-2017 and future program years for one year terms with the option for a one year extension; and 6. Authorize the City Manager or his designee to amend all contracts with Tarrant County Housing Partnership, Inc, if necessary to achieve project goals provided that the amendment is within the scope of the project and in compliance with City policies and applicable laws and regulations governing the use of federal grant funds. DISCUSSION: On September 23, 2014, the City Council authorized the the direct sale of 21 lots and the allocation of $1,300,000.00 of HOME Investment Partnerships Program (HOME) grant funds to the Fort Worth Housing Finance Corporation (FWHFC)for the Hardy Street Single Family Infill Development(Mayor and Council Communication (M&C) C-27008), On April 14, 2015, the City Council authorized the assignment of the HOME contracts and the Purchase and Sale Agreement for the lots from FWHFC to Tarrant County Housing Partnership, Inc. (TCHP), a Community Housing Development Organization (CHDO) (M&C C- 27264). The purpose of the assignments was to assist the City in meeting its CHDO commitment and spending goals with the United States Department of Housing and Urban Development (HUD). On May 19, 2095, the City Council authorized the allocation of an additional $310,000.00 of HOME funds to TCHP to complete two more houses for the project(M&C C-27295). On August 4, 2015,the City Council in the Annual Action Plan authorized the allocation of an additional $643,603.00 of HOME funds to TCHP for increased development costs for the first nine houses in the project as well as providing a portion of the fittp://apps.cfwnet.org/counci l_packet/mc—review.asp?l I]=22876&councildate=1011812016 10/18/2016 M&C Review Page 2 of 3 construction costs for the second phase of the project(M&C G--18521). The total amount of HOME funds allocated to this project to date is $2,153,603.00. TCHP has completed and sold to HOME-eligible buyers all nine houses under the contracts it has been assigned to date. TCHP would like to begin construction in late 2016 on six more houses for phase two of the project, but needs an additional $600,000.00 of HOME funds for construction costs. Staff recommends the allocation of an additional $600,000.00 in HOME funds for the development of phase two and $200,000.00 in CHDO Operating funds for CHDO operating costs for the 2016-2017 operating year and future operating years. The purpose of CHDO operating funds is to assist a CHDO in its efforts to develop and maintain operating capacity in order to expand affordable housing activities. In order to enter into a contract for CHDO operating funds, HUD requires a CHDO to either currently have a contract for an eligible CHDO set-aside project, or have a project commitment within 24 months of the date of the operating funds contract. These additional funds will allow the City to meet its CHDO commitment and spending goals with HUD. The HOME funds may be used for any eligible costs related to the development in accordance with the HOME regulations. The purpose of the project is to benefit low and moderate-income citizens by providing them with quality, accessible, affordable housing. The Action Plan funding years may vary and be substituted based on the principle of First In, First Out in order to expend oldest grant funds first. A public comment period on the change in use of these funds was held from September 18, 2016 to October 17, 2016. Any comments are maintained by the Neighborhood Services Department, in accordance with federal regulations. Hardy Street Single Family Infill project is located in COUNCIL DISTRICT 2, Mapsco 48Z. TCHP CHDO Operating is located in COUNCIL DISTRICTS 2 and 9, Mapsco 91 E. FISCAL INFORMATIONICERTIFICATION: The Director of Finance certifies that funds are available in the current operating budget, as appropriated, of the Grants Fund. 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 City Manager's Office by: Fernando Costa (6122) Originating Department Head: Aubrey Thagard (8187) Additional Information Contact: Alice Cruz (7322) Avis Chaisson (6342) ATTACHMENTS Form 1295 2015-2016. df Form 1295 2016-2017.pdf http://apps.cfwnet.org/council_packet/me_review.asp?ID=22876&councildatc=l 0/18/2016 10/18/2016 M&C Review Page 3 of 3 Form 1295 Phase 2 Hardy.pdf HA R DYP LATT E D LOTS BLDC K.pdf http://apps.cfwnet.org/council_packet/mc review.asp?ID-w22876&councildate=1011812016 10/18/2016 CERTIFICATE OF INTERESTED PARTIES 1-ow 1295 1of1 Complete Nos.1.4 and 6 ff there are interested parries. OFFICE USE ONLY Complele Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF:FILING 1 Natne of business entity filing form,and the city,state and country of(lie business entity's place Certificate Number: of business. 201.6-72861 Tarrant County Housing Partnership,Inc. Fort Worth,TX United States Date Filed,. 2 Name of governmental entity or state agency that is a party to the contract for w iclt the form is 06/17/2016 being filed. City of Fort Worth Date Acknno�owl ed: OtJ��' 3 Provide the identification number used by tha 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. T'CHARDY2016 Affordable housing development Nature of interest 4 Name of Interested Par ty Cit ,State Country(place of business) {check applicable] Controlling Intermediary 5 Check only if there is N(7 Interested Party. X❑ 6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct. RACHAEL FIERRO Nolaty 10# 11170975 My Commission Expires February 23,2019 ignat o ed a ent of contr ting business entity •ter-�-�-... w. AFFIX NOTARY STAMP I SEAL ABOVE Sworn o and subscribed before me,by the said 6'[1](IQ V � _ this the t day of 20 certifywhich,witness my hand and seal of office. re of fficer administering oath Printed name of officer administering oath Title of officer fidininistering oath Forms provided by Texas Ethics Commission www,ethics.state.tx.us Version V1.0.1021 PROMISSORY NOTE HOME CHDO Funds Date: December 13, 2017 Borrower: Housing Channel, a Texas nonprofit corporation Borrower's Mailing Address: 4200 S. Freeway, Tower Suite 307, Fort Worth, Tarrant County, TX 76115 Lender: City of Fort Worth, Texas, a Texas municipal corporation Place for Payment: C/O Director of Neighborhood Services Department 200 Texas St. Fort Worth, Tarrant County, TX 76102 or at any other place that Lender may designate in writing Principal Amount: $80,483.80 Loan Authority: The loan evidenced by this Note is being made pursuant to the HOME Investment Partnerships Program authorized under Title II of the Cranston-Gonzalez National Affordable Housing Act of 1990, as amended, 42 USC 12701 et seq. ("HOME Program") and the HOME Investment Partnerships Program Final Rule, as amended, 24 CFR Part 92 et seq. (the "HOME Regulations") with HOME funds. Annual Interest Rate: 0% Maturity Date: December 13, 2018 Terms of Payment(principal and interest): This Note is the Promissory Note required in City Secretary Contract No. 46622-A5 between Borrower and Lender and has been executed and delivered in accordance with that contract (the "Contract"). The funds advanced by Lender are HOME funds and the Contract requires that the Required Improvements constructed with the HOME funds on the Property (the "house"), must be sold to a HOME Eligible Buyer in accordance with the HOME Regulations, all as more particularly described in the Contract. The Loan evidenced by this Note will be in default if the house is not sold to a HOME Eligible Buyer and in the event of such default, Lender may invoke any remedies for default provided in the Contract or the Deed of Trust. The Note is subject to all terms and conditions of the Contract. The Loan will be forgiven provided that (i) the house is sold to a HOME Eligible Buyer in accordance with HOME Program Requirements, (ii) Lender receives the Sales Proceeds, and (iii) Borrower is not otherwise in default of the Loan terms or the Contract. In the event the Loan is not forgiven in accordance with the terms of the Contract, the Principal Amount PROMISSORY NOTE—HOME CHDO FUNDS Page 1 Housing Channel—3641 Eagle Nest Street rev. 12.13.2017 will be payable in full on the Maturity Date under the terms and conditions as provided in the Contract. Security for Payment: This Note is secured by a Deed of Trust of even date from Borrower to Vicki S. Ganske or Leann D. Guzman, Trustee, which covers the following real property: Lot 2, Block 3R, JARVIS HEIGHTS APARTMENTS, an Addition to the City of Fort Worth, Tarrant County, Texas, according to the Plat recorded in County Clerk's File No. D213160719, of the Official Public Records, Tarrant County, Texas, commonly known as 3641 Eagle Nest Street, Fort Worth, TX 76106. Other Security for Payment: As set forth in the Contract. Prior Liens The lien securing this Note is subordinate to the lien securing another note in the original principal amount of $115,600.00 dated December 13, 2017 executed by Borrower, payable to Inwood National Bank ("First Lien Note"), and described in a deed of trust of even date to Gary L. Tipton, Trustee, recorded in the Real Property Records, Tarrant County, Texas. The Deed of Trust securing this Note is and shall be subject and subordinate in all respects to the liens, terms, covenants and conditions of the deed of trust or mortgage securing the First Lien Note. The rights and remedies of the payee and each subsequent holder of this Note and the Deed of Trust securing this Note are subject to the liens, terms, covenants and conditions of the deed of trust or mortgage securing the First Lien Note. If there is a default in payment of any part of principal or interest of the First Lien Note or a breach of any covenants contained in any instruments securing it, the debt evidenced by this Note will immediately become payable at the option of Lender. If Borrower fails to perform any of Borrower's obligations in the First Lien Note or in any instruments securing it, Lender may perform those obligations and be reimbursed by Borrower on demand, at the Place for Payment for any amounts advanced, including attorney's fees, plus interest on those amounts from the date of payment at the Annual Interest Rate on Matured, Unpaid Amounts. The amount to be reimbursed will be secured by all instruments securing this Note. Borrower promises to pay to the order of Lender the Principal Amount under the terms and conditions described in the Contract if not otherwise forgiven. This Note is payable at the Place for Payment and according to the Terms of Payment. All unpaid amounts are due by the Maturity Date. After maturity, Borrower promises to pay any unpaid principal balance. If Borrower defaults in the payment of this Note or in the performance of its obligations under the Contract or the HOME Program or the HOME Regulations or any other obligation in any instrument securing or collateral to this Note, Lender may declare the unpaid principal balance, earned interest, and any other amounts owed on the Note immediately due. Borrower and each surety, endorser, and guarantor waive all demand for payment, presentation for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, protest, and notice of protest, to the extent permitted by law. PROMISSORY NOTE—HOME CHDO FUNDS Page 2 Housing Channel—3641 Eagle Nest Street rev. 12.13.2017 Notwithstanding anything to the contrary, if a monetary event of default occurs under the terms of any of the Loan documents, prior to exercising any remedies Lender shall give Borrower written notice of such default. Borrower shall have a period of 30 business days after such notice is given within which to cure the default prior to exercise of remedies by Lender under the Loan documents. Notwithstanding anything to the contrary, if a non-monetary event of default occurs under the terms of any of the Loan documents, prior to exercising any remedies, Lender shall give Borrower written notice of such default. If the default is reasonably capable of being cured within 30 days, Borrower shall have such period to effect a cure prior to exercise of remedies by Lender under the Loan documents. If the default is such that it is not reasonably capable of being cured within 30 days, and if Borrower (a) initiates corrective action within said period, and (b) diligently, continually, and in good faith works to effect a cure as soon as possible, then Borrower shall have such additional time as is reasonably necessary to cure the default prior to exercise of any remedies by Lender. In no event shall Lender be precluded from exercising remedies if its security becomes or is about to become materially jeopardized by any failure to cure a default or the default is not cured within 180 days after the first notice of default is given. Notices given to Borrower shall be in writing and delivered to the addresses listed above, or to such other address as Borrower designates by written notice to Lender. Each such notice or other communication shall be effective upon receipt when sent by U. S. Mail, postage prepaid and by certified mail, return receipt requested; or by a nationally recognized overnight delivery service. Borrower also promises to pay reasonable attorney's fees and court and other costs if this Note is placed in the hands of an attorney to collect or enforce the Note. These expenses will bear interest from the date of advance at the Annual Interest Rate on Matured, Unpaid Amounts. Borrower will pay Lender these expenses and interest on demand at the Place for Payment. These expenses and interest will become part of the debt evidenced by the Note and will be secured by any security for payment. Borrower may prepay this Note at any time before the Maturity Date without penalty so long as the house located on the Property constructed with the HOME funds is sold to a HOME Eligible Buyer in accordance with the HOME Program and the HOME Regulations and the other terms and conditions of the Contract. Interest on the debt evidenced by this Note will not exceed the maximum rate or amount of nonusurious interest that may be contracted for, taken, reserved, charged, or received under law. Any interest in excess of that maximum amount will be credited on the Principal Amount or, if the Principal Amount has been paid, refunded. On any acceleration or required or permitted prepayment, any excess interest will be canceled automatically as of the acceleration or prepayment or, if the excess interest has already been paid, credited on the Principal Amount or, if the Principal Amount has been paid, refunded. This provision overrides any conflicting provisions in this Note and all other instruments concerning the debt. Each Borrower is responsible for all obligations represented by this Note. When the context requires, singular nouns and pronouns include the plural. PROMISSORY NOTE—HOME CHDO FUNDS Page 3 Housing Channel—3641 Eagle Nest Street rev. 12.13.2017 A default exists under this Note if(1) (a) Borrower or (b) any other person liable on any part of this Note (an "Other Obligated Party") fails to timely pay or perform any obligation or covenant in any written agreement between Lender and Borrower or such Other Obligated Party; (2) any warranty, covenant, or representation in this Note or in any other written agreement between Lender and Borrower or any Other Obligated Party is materially false when made; (3) a receiver is appointed for Borrower, any Other Obligated Party, or any property on which a lien or security interest is created as security (the "Collateral Security") for any part of this Note; (4) any Collateral Security is assigned for the benefit of creditors; (5) a bankruptcy or insolvency proceeding is commenced by Borrower or an Other Obligated Party; (6) (a) a bankruptcy or insolvency proceeding is commenced against Borrower or an Other Obligated Party and (b) the proceeding continues without dismissal for 90 days, the party against whom the proceeding is commenced admits the material allegations of the petition against it, or an order for relief is entered; (7) any of the following parties is dissolved, begins to wind up its affairs, is authorized to dissolve or wind up its affairs by its governing body or persons, or any event occurs or condition exists that permits the dissolution or winding up of the affairs of any of the following parties: (i) Borrower, or (ii) an Other Obligated Party; and (8) any Collateral Security is materially impaired by loss, theft, damage, levy and execution, issuance of an official writ or order of seizure, or destruction, unless it is promptly replaced with insurance proceeds, collateral security of like kind and quality or restored to its former condition. The execution and delivery of this Note are required under the Contract. If any provision of this Note conflicts with any provision of the Contract, the Deed of Trust or any other document evidencing the same transaction between Lender and Borrower, the provisions of the Contract will govern to the extent of the conflict. This Note will be construed under the laws of the state of Texas without regard to choice-of-law rules of any jurisdiction. [SIGNATURE PAGES IMMEDIATELY FOLLOW] PROMISSORY NOTE—HOME CHDO FUNDS Page 4 Housing Channel—3641 Eagle Nest Street rev. 12.13.2017 THE CONTRACT, THE NOTE AND THE DEED OF TRUST CONSTITUTE THE FINAL AGREEMENT OF THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 7M76>�/ D ss, P nt PROMISSORY NOTE—HOME CHDO FUNDS Page 5 Housing Channel—3641 Eagle Nest Street rev. 12.13.2017 Providence Title Company PROVIPROVIDENCE 4107 S.Bowen ,Suite 101 DENCE Arlington,TX 76016 'f IlT L E Phone(817)855-6400 Fax(817)855-6411 ORIGINAL DEED OF TRUST December 20, 2017 City of Fort Worth Director of Neighborhood Services Dept, 200 Texas Street, Fort Worth,TX 76102 RE: Order No.: 102009085 Buyer/Borrower(s): Housing Channel Seller(s): City of Fort Worth, a Texas municipal corporation Property Address: 3641 Eagle Nest Street, Fort Worth,TX 76106 In connection with the above transaction,we enclose your Original Recorded Deed of Trust. It has been a pleasure to serve you. If we may assist you in the future, please let us know. Melissa Mutchler Escrow Officer Deed of Trust Transmittal Letter Page 1 of 1 102009085 Page 1 of 13 D217291088 12119120171:26 PM PGS 13 Fee: $64.00 Submitter: CSC ERECORDING SOLUTIONS Electronically Recorded by Tarrant County Clerk in Oficial Public Records --JA 0_6"j Mary Louise Garcia Deed of Trust Security Agreement - Financing Statement HOME CHDO Funds 'Perms Date: December 13,2017 Grantor: Housing Channel, a Texas nonprofit corporation Grantor's Mailing Address: 4200 S. Freeway,Tower Suite 307, Fort Worth,Tarrant County,TX 76115 Trustee: Vicki S. Ganske or Leann D.Guzman Trustee's Mailing Address: City Attorney's Office City of Fort Worth 200 Texas Street Fort Worth TX 76102 Tarrant County Lender: City of Fort Worth,a Texas municipal corporation Lender's Mailing Address: City of Fort Worth Neighborhood Services Department Attention: Assistant Director 200 Texas Street Fort Worth,Texas 76102 Tarrant County Loan Authority: The loan evidenced by the Note(the "Loan") and secured by this Deed of Trust Security Agreement -- Financing Statement ("Deed of Trust"} is being made pursuant to the HOME Investment Partnerships Program authorized under Title I1 of the Cranston- Gonzales National Affordable Housing Act of 1990, as amended, 42 USC 12701 et seq. (the "HOME Program") and the HOME Investment Partnership Program Final Rule, as amended,24 CFR Part 92 et seq. (the"HOMERegulations")with HOME funds. Obligations Note Date: December 13,2017 Original Principal Amount: $80,483.80 Borrower: Housing Channel DEED OF TRUST—HOME CHDO FUNDS Page Housing Channel—3641 Eagle Nest Street Rev. 12-13-2017 Lender: City of Fort Worth Terms of Payment: As provided in the Note Maturity Date: December 13, 2018 In addition, Obligations shall include compliance by Grantor with the requirements of the HOME Program more particularly described in Section F. below. Property (including any improvements): Lot 2, Block 3R, JARVIS HEIGHTS APARTMENTS, an Addition to the City of Fort Worth, Tarrant County, Texas, according to the Plat recorded in County Clerk's File No. D213160719, of the Official Public Records, Tarrant County, Texas, commonly known as 3641 Eagle Nest Street, Fort Worth, TX 76106. Together with the following personal property: All fixtures, supplies, building materials, and other goods of every nature now or hereafter located, used, or intended to be located or used on the Property; All plans and specifications for development of or construction of improvements on the Property; All contracts and subcontracts relating to the construction of improvements on the Property; All accounts, contract rights, instruments, documents, general intangibles, and chattel paper arising from or by virtue of any transactions relating to the Property; All permits, licenses, franchises, certificates, and other rights and privileges obtained in connection with the Property; All proceeds payable or to be payable under each policy of insurance relating to the Property; and All products and proceeds of the foregoing. Notwithstanding any other provision in this Deed of Trust, the term "Property" does not include personal effects used primarily for personal, family, or household purposes. In addition to creating a deed-of-trust lien on the Property described, Grantor also grants to Lender a security interest in all of the above-described personal property pursuant to and to the extent permitted by the Texas Uniform Commercial Code. Prior Liens: The lien created by this Deed of Trust will be subordinate to the lien securing payment of a note, and any renewals, extensions, and modifications thereof, in the original principal amount of$115,600.00 dated December 13, 2017 made by Grantor, payable to Inwood National Bank ("First Lien Note"), and more fully described in a deed of trust recorded in the Real Property Records of Tarrant County, Texas. DEED OF TRUST—HOME CHDO FUNDS Page 2 Housing Channel—3641 Eagle Nest Street Rev. 12-13-2017 Subject to waiver, notice, grace and cure period, if any, if default occurs in payment of any part of principal or interest of the First Lien Note or in observance of any covenants of the deed of trust or other loan documents securing it, the entire debt secured by this Deed of Trust will immediately become payable at the option of Lender. Other Exceptions to Conveyance and Warranty: Validly existing easements, rights-of-way, and prescriptive rights, whether of record or not; all presently recorded and validly existing instruments, restrictions, reservations, covenants, conditions, zoning laws, regulations, ordinances or municipal and other governmental authorities and reservations, including, but not limited to minerals and water interests previously reserved or conveyed, if any, relating to the Property, but only to the extent that they are still in effect; any discrepancies, conflicts or shortages in area or boundary lines; any encroachments or overlapping of improvements; other than conveyances of the surface fee estate that affect the Property; liens described in this Deed of Trust and the deed of trust securing the First Lien Note; and, taxes for the current year. For value received and to secure performance of the Obligations, Grantor conveys the Property to Trustee in trust. Grantor warrants and agrees to defend the title to the Property, subject to the Other Exceptions to Conveyance and Warranty. On performance of the Obligations including payment of the Loan if required by the Contract and all other amounts secured by this Deed of Trust and performance of the requirements of the HOME Program, this Deed of Trust will have no further effect, and Lender will release it at Grantor's expense. Clauses and Covenants A. Grantor's Obligations Grantor agrees to- t. keep the Property in good condition and repair; 2. pay all taxes and assessments on the Property before delinquency, and not authorize a taxing entity to transfer its tax lien on the Property to anyone other than Lender; 3. defend title to the Property subject to the Other Exceptions to Conveyance and Warranty and preserve the lien's priority as it is established in this Deed of Trust; 4. obey all laws, ordinances, and restrictive covenants applicable to the Property; 5. maintain all insurance coverages with respect to the Property, revenues generated by the Property, and operations on the Property that Lender reasonably requires ("Required Insurance Coverages"), issued by insurers and written on policy forms acceptable to Lender, and deliver evidence of the Required Insurance Coverages in a form acceptable to Lender at least 10 days before the expiration of the Required Insurance Coverages. 6. keep any buildings occupied as required by the Required Insurance Coverages; DEED OF TRUST—HOME CHDO FUNDS Page 3 Housing Channel—3641 Eagle Nest Street Rev. 12-13-2017 7. obey all laws, ordinances, and restrictive covenants applicable to the Property; 8. if the lien of this Deed of Trust is not a first lien, pay or cause to be paid all prior lien notes pursuant to their respective terms and abide by or cause to be abided by all prior lien instruments; and 9. notify Lender in writing of any change of address. Grantor agrees not to- t. do or permit anything to be done that will impair the security of this Deed of Trust. B. Lender's Rights 1. Lender or Lender's mortgage servicer may appoint in writing a substitute trustee, succeeding to all rights and responsibilities of Trustee. 2. If the proceeds of the Loan are used to pay any debt secured by prior liens, Lender is subrogated to all the rights and liens of the holders of any debt so paid. 3. Notwithstanding the terms of the Note to the contrary, and unless applicable law prohibits, all payments received by Lender from Grantor with respect to the Obligations or this Deed of Trust may, at Lender's discretion, be applied first to amounts payable under this Deed of Trust and then to amounts due and payable to Lender with respect to the Obligations, to be applied to late charges, principal, or interest in the order Lender in its discretion determines. 4. If Grantor fails to perform any of Grantor's Obligations under this Deed of Trust, subject to prior written notice and cure period, Lender may perform those obligations and be reimbursed by Grantor on demand for any amounts so paid, including reasonable attorney's fees, plus interest on those amounts from the dates of payment at the rate stated in the Note for matured, unpaid amounts. The amount to be reimbursed will be secured by this Deed of Trust. 5. If there is a default on the Obligations or if Grantor fails to perform any of Grantor's Obligations under this Deed of Trust and the default continues after any required notice of the default and the time allowed to cure, Lender may- a. declare any unpaid principal balance and earned interest on the Obligations immediately due; b. exercise Lender's rights with respect to rent under the Texas Property Code as then in effect; DEED OF TRUST—HOME CHDO FUNDS Page 4 Housing Channel—3641 Eagle Nest Street Rev. 12-13-2017 c. direct Trustee to foreclose this lien, in which case Lender or Lender's agent will cause notice of the foreclosure sale to be given as provided by the Texas Property Code as then in effect; and d. purchase the Property at any foreclosure sale by offering the highest bid and then have the bid credited on the Obligations. Notwithstanding anything to the contrary, if a monetary event of default occurs under the terms of any of the Loan documents, prior to exercising any remedies Lender shall give Grantor written notice of such default. Grantor shall have a period of 10 days after such notice is given within which to cure the default prior to exercise of remedies by Lender under the Loan documents. Notwithstanding anything to the contrary, if a non-monetary event of default occurs under the terms of any of the Loan documents, prior to exercising any remedies, Lender shall give Grantor written notice of such default. If the default is reasonably capable of being cured within 30 days, Grantor shall have such period to effect a cure prior to exercise of remedies by Lender under the Loan documents. If the default is such that it is not reasonably capable of being cured within 30 days, and if Grantor (a) initiates corrective action within said period, and (b) diligently, continually, and in good faith works to effect a cure as soon as possible, then Grantor shall have such additional time as is reasonably necessary to cure the default prior to exercise of any remedies by Lender. In no event shall Lender be precluded from exercising remedies if its security becomes or is about to become materially jeopardized by any failure to cure a default or the default is not cured within 180 days after the first notice of default is given. Notices given to Grantor shall be in writing and delivered to the address listed above, or to such other address as Grantor designates by written notice to Lender. Each such notice or other communication shall be effective on the date of receipt when sent by U. S. Mail, postage prepaid, by certified mail, return receipt requested or by a nationally recognized overnight delivery service. 6. Lender may remedy any default without waiving it and may waive any default without waiving any prior or subsequent default. C. Trustee's Rights and Duties If directed by Lender to foreclose this lien, Trustee will- 1. either personally or by agent give notice of the foreclosure sale as required by the Texas Property Code as then in effect; 2. sell and convey all or part of the Property "AS IS" to the highest bidder for cash with a general warranty binding Grantor, subject to the Prior Lien and to the Other Exceptions to Conveyance and Warranty and without representation or warranty, express or implied, by Trustee; 3. from the proceeds of the sale, pay, in this order- DEED OF TRUST—HOME CHDO FUNDS Page 5 Housing Channel—3641 Eagle Nest Street Rev. 12-13-2017 a. expenses of foreclosure, including a reasonable commission to Trustee; b. to Lender, the full amount of principal, interest, reasonable attorney's fees, and other charges due and unpaid; C. any amounts required by law to be paid before payment to Grantor; d. to Grantor, any balance; and 4. be indemnified, held harmless, and defended by Lender against all costs, expenses, and liabilities incurred by Trustee for acting in the execution or enforcement of the trust created by this Deed of Trust, which includes all court and other costs, including reasonable attorney's fees, incurred by Trustee in defense of any action or proceeding taken against Trustee in that capacity. D. General Provisions 1. If any of the Property is sold under this Deed of Trust, Grantor must immediately surrender possession to the purchaser. If Grantor fails to do so, Grantor will become a tenant at sufferance of the purchaser, subject to an action for forcible detainer. 2. Recitals in any trustee's deed conveying the Property will be presumed to be true, absent evidence to the contrary. 3. Proceeding under this Deed of Trust, filing suit for foreclosure, or pursuing any other remedy will not constitute an election of remedies. 4. This lien will remain superior to liens later created even if the time of payment of all or part of the Obligations is extended or part of the Property is released, unless a subordination agreement is executed by the Lender. 5. If any portion of the Obligations cannot be lawfully secured by this Deed of Trust, payments will be applied first to discharge that portion. 6. Grantor assigns to Lender all amounts payable to or received by Grantor from condemnation of all or part of the Property, from private sale in lieu of condemnation, and from damages caused by public works or construction on or near the Property. After deducting any expenses incurred, including reasonable attorney's fees and court and other costs, Lender will either release any remaining amounts to Grantor or apply such amounts to reduce the Obligations and any excess proceeds shall be paid to Grantor. Lender will not be liable for failure to collect or to exercise diligence in collecting any such amounts. Grantor will immediately give Lender notice of any actual or known threatened proceedings for condemnation of all or part of the Property. Notwithstanding the above, in the event of any fire or other casualty to the Property or eminent domain proceedings resulting in condemnation of the Property or any part thereof, Grantor DEED OF TRUST—HOME CHDO FUNDS Page 6 Housing Channel—3641 Eagle Nest Street Rev. 12-13-2017 shall have the right to rebuild the Property, and to use all available insurance or condemnation proceeds therefore, provided that (a) such proceeds are sufficient to keep the Obligations in balance and rebuild the Property in a manner that provides adequate security to Lender for repayment or performance of the Obligations or if such proceeds are insufficient then Grantor shall have funded any deficiency, (b) subject to the rights of senior lien holders, Lender shall have the right to approve plans and specifications for any major rebuilding and the right to approve disbursements of insurance or condemnation proceeds for rebuilding under a construction escrow or similar arrangement, and (c) no material default then exists under the Loan documents other than attributable to casualty or condemnation. If the casualty or condemnation affects only part of the Property and total rebuilding is infeasible, then proceeds may be used for partial rebuilding and partial repayment of the Obligations in a manner that provides adequate security to Lender for repayment of the remaining balance of the Obligations, and any excess proceeds shall be paid to Grantor. 7. Grantor assigns to Lender absolutely, not only as collateral, all present and future rent and other income and receipts from the Property. Grantor may as Lender's licensee collect rent and other income and receipts as long as Grantor is not in default with respect to the Obligation or this Deed of Trust. Subject to the terms of the Loan documents, Grantor will apply all rent and other income and receipts to payment of the Obligations and performance of this Deed of Trust, but if the rent and other income and receipts exceed the amount due with respect to the Obligations and the Deed of Trust, Grantor may retain the excess. If Grantor defaults in payment or performance of the Obligations or performance of this Deed of Trust, subject to the rights of senior lien holders, Lender may terminate Grantor's license to collect rent and other income and then as Grantor's agent may rent the Property and collect all rent and other income and receipts. Lender neither has nor assumes any obligations as lessor or landlord with respect to any occupant of the Property. Lender may exercise Lender's rights and remedies under this paragraph without taking possession of the Property. Lender will apply all rent and other income and receipts collected under this paragraph as required by the Texas Property Code then in effect. Lender is not required to act under this paragraph, and acting under this paragraph does not waive any of Lender's other rights or remedies. 8. Interest on the debt secured by this Deed of Trust will not exceed the maximum amount of non-usurious interest that may be contracted for, taken, reserved, charged, or received under law. Any interest in excess of that maximum amount will be credited on the principal of the debt or, if that has been paid, refunded. On any acceleration or required or permitted prepayment, any excess interest will be canceled automatically as of the acceleration or prepayment or, if already paid, credited on the principal of the debt or, if the principal of the debt has been paid, refunded. This provision overrides any conflicting provisions in this and all other instruments concerning the debt. 9. In no event may this Deed of Trust secure payment of any debt that may not lawfully be secured by a lien on real estate or create a lien otherwise prohibited by law. 10. When the context requires, singular nouns and pronouns include the plural. DEED OF TRUST—HOME CHDO FUNDS Page 7 Housing Channel—3641 Eagle Nest Street Rev. 12-13-2017 11. The term Note includes all extensions, modifications, and renewals of the Note and all amounts secured by this Deed of Trust. 12. Grantor agrees to (a) keep at Grantor's address, or such other place as Lender may approve, accounts and records reflecting the operation of the Property and copies of all written contracts, leases, and other instruments that affect the Property; (b) prepare financial accounting records in compliance with generally accepted accounting principles consistently applied; and, (c) at Lender's request on reasonable notice from time to time, permit Lender to examine and make copies of such books, records, contracts, leases, and other instruments at any reasonable time. 13. Grantor agrees to deliver to Lender, at Lender's request from time to time, internally prepared financial statements of Grantor and any guarantor of the Note prepared in accordance with generally accepted accounting principles consistently applied, in detail reasonably satisfactory to Lender and certified to be materially true and correct by the chief financial officer of Grantor or its certified public accountant, as applicable. 14. If Lender orders an appraisal of the Property while a default exists or to comply with legal requirements affecting Lender, Grantor, at Lender's request, agrees to reimburse Lender for the reasonable cost of any such appraisal. If Grantor fails to reimburse Lender for any such appraisal within 20 days of Lender's written request, that failure is a default under this Deed of Trust. 15. Grantor agrees to allow Lender or Lender's agents to enter the Property during regular business hours upon at least 48 hours prior notice and inspect it and any personal property in which Lender is granted a security interest by this Deed of Trust. 16. Grantor may not sell, transfer, or otherwise dispose of any Property, whether voluntarily or by operation of law, except for condemnation or to obtain utility easements, without the prior written consent of Lender. If granted, consent may be conditioned upon (a) the grantee's integrity, reputation, character, creditworthiness, and management ability being satisfactory to Lender; and (b) the grantee's executing, before such sale, transfer, or other disposition, a written assumption agreement containing any terms Lender may reasonably require, such as a principal pay down on the Obligations, an increase in the rate of interest payable with respect to the Obligations, a transfer fee, or any other modification of the Note, this Deed of Trust, or any other instruments evidencing or securing the Obligations. Grantor may not cause or permit any Property to be encumbered by any liens, security interests, or encumbrances other than the liens securing the Obligation and the liens securing ad valorem taxes not yet due and payable and the Permitted Exceptions without the prior written consent of Lender. If granted, consent may be conditioned upon Grantor's executing, before granting such lien, a written modification agreement containing any terms Lender may require, such as a principal pay down on the Obligations, an increase in the rate of interest payable with respect to the Obligations, an approval fee, or any other modification of the Note, this Deed of Trust, or any other instruments evidencing or securing the Obligations. DEED OF TRUST—HOME CHDO FUNDS Page 8 Housing Channel—3641 Eagle Nest Street Rev. 12-13-2017 Grantor may not grant any lien, security interest, or other encumbrance (a "Subordinate Instrument") covering the Property that is subordinate to the liens created by this Deed of Trust without the prior written consent of Lender If granted, consent for loans and documents may be conditioned upon the Subordinate Instrument's containing express covenants to the effect that- a. the Subordinate Instrument is unconditionally subordinate to this Deed of Trust; b. if any action is instituted to foreclose or otherwise enforce the Subordinate Instrument, no action may be taken that would terminate any occupancy or tenancy without the prior written consent of Lender, and that consent, if granted, may be conditioned in any manner Lender determines; C. rents, if collected by or for the holder of the Subordinate Instrument, will be applied first to the payment of the Obligations then due and to expenses incurred in the ownership, operation, and maintenance of the Property in any order Lender may determine, before being applied to any indebtedness secured by the Subordinate Instrument; d. written notice of default under the Subordinate Instrument and written notice of the commencement of any action to foreclose or otherwise enforce the Subordinate Instrument must be given to Lender concurrently with or immediately after the occurrence of any such default or commencement; and e. in the event of the bankruptcy of Grantor, all amounts due on or with respect to the Obligations and this Deed of Trust will be payable in full before any payments on the indebtedness secured by the Subordinate Instrument. Grantor may not cause or permit any of the following events to occur without the prior written consent of Lender: if Grantor is (a) a corporation, the dissolution of the corporation or the sale, pledge, encumbrance, or assignment of any shares of its stock; (b) a limited liability company, the dissolution of the company or the sale, pledge, encumbrance, or assignment of any of its membership interests, other than an assignment to a senior lien holder or to the Investor Member; (c) a general partnership or joint venture, the dissolution of the partnership or venture or the sale, pledge, encumbrance, or assignment of any of its partnership or joint venture interests, or the withdrawal from or admission into it of any general partner or joint venturer; or (d) a limited partnership, (1) the dissolution of the partnership, (2)the sale, pledge, encumbrance, or assignment of any of its general partnership interests, or the withdrawal from or admission into it of any general partner, or (3) except for a limited partnership interest in a low income housing project, the withdrawal from or admission into it of any controlling limited partner or partners. If granted, consent may be conditioned upon (a) the integrity, reputation, character, creditworthiness, and management ability of the person succeeding to the ownership interest in Grantor (or security interest in such ownership) being reasonably satisfactory to Lender; and (b) the execution, before such event, by the person succeeding to the interest of Grantor in the Property or ownership interest in Grantor (or security interest in such ownership) of a written DEED OF TRUST—HOME CHDO FUNDS Page 9 Housing Channel—3641 Eagle Nest Street Rev. 12-13-2017 modification or assumption agreement containing such terms as Lender may reasonably require, such as a principal pay down on the Obligations, an increase in the rate of interest payable with respect to the Obligations, a transfer fee, or any other modification of the Note, this Deed of Trust, or any other instruments evidencing or securing the Obligations. 17. Grantor agrees not to grant any future lien or security interest in the Property or to permit any future junior encumbrance to be recorded or any existing or future claim to otherwise become an encumbrance against the Property. If an involuntary encumbrance is filed against the Property, Grantor agrees, within 30 days of actual notice, to either remove the involuntary encumbrance or insure against it or provide a bond acceptable to Lender against the involuntary encumbrance. 18. This Deed of Trust binds, benefits, and may be enforced by the successors in interest of all parties. 19. If Grantor and Borrower are not the same person, the term Grantor includes Borrower. 20. Except as may be specifically stated in this Deed of Trust or the Note, Grantor and each surety, endorser, and guarantor of the Obligations waive all demand for payment, presentation for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, protest, and notice of protest, to the extent permitted by law. 21. Grantor agrees to pay reasonable attorney's fees, trustee's fees, and court and other costs of enforcing Lender's rights under this Deed of Trust if this Deed of Trust is placed in the hands of an attorney for enforcement. 22. If any provision of this Deed of Trust is determined to be invalid or unenforceable, the validity or enforceability of any other provision will not be affected. 23. The term Lender includes any mortgage servicer for Lender. 24. Grantor represents that this Deed of Trust and the Note are given for the following purposes: The debt evidenced by the Note is in part payment of the purchase price of the Property and the development costs of the Required Improvements as described in the Contract; the debt is secured both by this Deed of Trust and by a vendor's lien on the Property, which is expressly retained in a deed to Grantor of even date. The vendor's lien is transferred to Lender by the deed. This Deed of Trust does not waive the vendor's lien, and the two liens and the rights created by this Deed of Trust are cumulative. Lender may elect to foreclose either of the liens without waiving the other or may foreclose both. 25. If the Property is transferred by foreclosure, the transferee will acquire title to all insurance policies on the Property including all paid but unearned premiums. DEED OF TRUST—HOME CHDO FUNDS Page 10 Housing Channel—3641 Eagle Nest Street Rev. 12-13-2017 E. Construction Loan Mortgage 1. This Deed of Trust is a "construction mortgage" within the meaning of Section 9.334 of the Texas Business and Commerce Code. The liens and security interests created and granted by this Deed of Trust secure an obligation incurred for the construction or rehabilitation of improvements on land. 2. Grantor agrees to comply with the terms, covenants and conditions of City Secretary Contract No. 46622-A5 between Grantor and Lender (the "Contract") which requires the Note and this Deed of Trust. All advances made by Lender under the Contract will be indebtedness of Grantor secured by the liens created by this Deed of Trust, and such advances are conditioned as provided in the Contract. 3. All amounts disbursed by Lender before completion of the improvements to protect the security of this Deed of Trust up to the principal amount of the Note will be treated as disbursements under the Contract. All such amounts will bear interest from the date of disbursement at the rate stated in the Note, unless collections from Grantor of interest at that rate would be contrary to applicable law, in which event such amounts will bear interest at the rate stated in the Note for matured, unpaid amounts and will be payable on notice from Lender to Grantor requesting payment. 4. From time to time as Lender deems reasonably necessary to protect Lender's interests, Grantor will, on request of Lender, execute and deliver to Lender, in such form as Lender directs but subject to the rights of any senior lien holders, assignments of any and all rights or claims that relate to the construction of improvements on the Property. 5. In case of breach by Grantor of the terms, covenants and conditions of the Contract, Lender, at its option, subject to applicable notice, grace and cure periods, with or without entry on the Property, may (a) invoke any of the rights or remedies provided in the Contract, (b) accelerate the amounts secured by this Deed of Trust and invoke the remedies provided in this Deed of Trust, or(c) do both. F. THIS CONVEYANCE IS MADE AND ACCEPTED SUBJECT TO THE FOLLOWING CONDITIONS AND RESTRICTIONS: The Note secured by this Deed of Trust is the Note required in the Contract between Grantor and Lender and has been executed and delivered in accordance with its terms. The funds advanced by Lender are HOME funds and the Contract requires that the Required Improvements constructed with the HOME funds on the Property (the "house") must be sold to a HOME Eligible Buyer in accordance with the HOME Regulations, all as more particularly described in the Contract. The Obligations described in the Contract evidenced by the Note and secured by this Deed of Trust will be in default if the house is not sold to a HOME Eligible Buyer as more particularly described in the Contract. This Deed of Trust has also been executed and delivered pursuant to the terms of the Contract. Grantor agrees to perform each and every obligation set forth therein and DEED OF TRUST—HOME CHDO FUNDS Page 11 Housing Channel—3641 Eagle Nest Street Rev. 12-13-2017 will not permit a default to occur thereunder. Any default in the performance of Grantor's obligations under the terms of the Contract or the HOME Program or HOME Regulations shall be deemed a default in the terms of the Note and Lender may invoke any remedies provided herein for default. [SIGNATURE PAGES IMMEDIATELY FOLLOW] DEED OF TRUST—HOME CHDO FUNDS Page 12 Housing Channel—3641 Eagle Nest Street Rev. 12-13-2017 THE CONTRACT, THE NOTE AND THE DEED OF TRUST CONSTITUTE THE FINAL AGREEMENT OF THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. HOUSING CHANNEL, a Texa nonpr it corporation By: oa ess, ent STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on, 2017 by Donna VanNess, the President of Housing Channel, a Texas nonprofit corporation, on behalf of such corporation. P& MELISSA MUTCHLER t * Notary Public,State of Texas Notary Public, tate of Texas Comm.Expires 09-202021 ar�t►� Notary ID 12399185-0 AFTER RECORDING RETURN TO: City of Fort Worth City Attorney's Office Attention: Vicki S. Ganske 200 Texas Street Fort Worth, Texas 76102 DEED OF TRUST—HOME CHDO FUNDS Page 13 Housing Channel—3641 Eagle Nest Street Rev. 12-13-2017 ...i P i'..`.-' 4--i u.f� .�.'i- u,,'e .nJ 4i ,i�1�IiJ C y of the :`'11 CETITU �' -- OMB NO.2502-0265 ir A. B. TYPE OF LOAN U.S.DEPARTMENT OF HOUSING&URBAN DEVELOPMENT 1.E] FHA 2.❑ FmHA. 3.O Co.-,.Unins. 4.❑ VA 5. Conv.Ins. SETTLEMENT STATEMENT 6. FILE NUMBER: 7. LOAN NUMBER: 102009085 8. MORTGAGE INS CASE NUMBER: C. NOTE: This form is furnished to give you a statement of actual settlement costs. Amounts paid to and by the settlement agent are shown. Items marked"[POC]"were paid outside the closing;they are shown here for informational purposes and are not included in the totals. 1.0 3!90 11020090051341 _ D. NAME AND ADDRESS OF BORROWER: E. NAME AND ADDRESS OF SELLER: F. NAME AND ADDRESS OF LENDER: Housing Channel City of Fort Worth,a Texas municipal Inwood National Bank 4200 S.Freeway,Tower Ste 307 corporation 7621 Inwood Road Fort Worth,TX 76115 200 Texas Street Dallas,TX 75209 Fort Worth 76102 G. PROPERTY LOCATION: H. SETTLEMENT AGENT: L SETTLEMENT DATE: 3641 Eagle Nest Street Providence Title Company December 18,2017 Fort Worth,TX 76106 PLACE OF SETTLEMENT: Tarrant County,Texas 4107 S.Bowen Rd,Suite 101 DISBURSEMENT DATE: Lot(s)7, Block 3R,Jarvis Heights Apartments; Arlington,TX 76016 December 18,2017 D213160719,Tarrant County J.SUMMARY OF BORROWER'S TRANSACTION K.SUMMARY OF SELLER'S TRANSACTION 100.GROSS AMOUNT DUE FROM BORROWER: 400.GROSS AMOUNT DUE TO SELLER: 101.Contract sales price 6,285.71 401.Contract sales price 6,285.71 102.Personal property 402,Personal property 103.Settlement charges to borrower line 1400 4,078,00 403 104.Funds held by Inwood Bank 113,961.00 404, 105.Funds held by City of Fort Worth 71,759.09 405. Adjustments for items paid by setler in advance Adjustments for Items paid by seller In advance 106.Cit/Town taxes 406.Ci /Town taxes 107.County taxes 407.County taxes 108.Assessments 408,Assessments 109. 409. 110. 410. 11 L 411. 112. 412, 720, GROSS AMOUNT DUE FROM BORROWER 196,083.80 420.GROSS AMOUNT DUE TO SELLER 6,285.71 200.AMOUNTS PAID BY OR IN BEHALF OF BORROWER: 500.REDUCTIONS IN AMOUNT DUE TO SELLER: 201. Depositor earnest money 501.Excess deposit see instructions 2, Pdnripal amount of new bans 115,600.00 502.Settlement charges to seller olne 1400 203.Existing loans taken subject to 503.Existing loans taken subject to 204. Principal amount of 2nd loan 80,483.80 504.,Payoff of first rnort a e loan 205.1 st Draw from Inwood$1,639 505,Payoff of second mortgage loan 206. 1 st Draw from GO FW$8,724.71 506. 207. 507. 208. 508. 209. 509. Adfustments for items unpaid by seller Adjustments for items unpaid by seller 210.Ci /Town taxes 510 Cit /Town taxes 211.County taxes 511.County taxes 212.Assessments 512,Assessments 213. 513, 214. 514. 215. .05. 216. 516. 217, 517. 218, i8 219. 519. 220, TOTAL PAID BY/FOR BORROWER 196,083.80 520, TOTAL REDUCTION AMOUNT DUE SELLER 0.00 300.CASH AT SETTLEMENT FROM/TO BORROWER: 600.CASH AT SETTLEMENT TOIFROM SELLER: 301.Gross amount due from Borrower Line 120 196,083.110 601,Gross amount due to Seller Line 420 6,285.71 302.Less amount paid by/for Borrower Line 220 196,083.80) 602.Less reductions due Seller Line 520 { 0.00 303.CASH FROMlTO BORROWER 0.00 803, CASH TO SELLER 6,285.71 Prinled on 12115n7 W 11:55:05AM 1020000OU34 HUD-1,Page 1 L.SETTLEMENT CHARGES 700. TOTAL COMMISSION Based on Price $ % PAID FROM PAID FROM Division of Commission(line 700)as Follows: BORROWER'S SELLER'S 701. t0 FUNDS AT FUNDS AT 702. to SETTLEMENT SETTLEMENT 703. Commission Paid at Settlement The following persons,firms or corporations received a portion of the real estate commission amount shown above: 704. to 800. ITEMS PAYABLE IN CONNECTION WITH LOAN 801. Loan Origination Fee 1,0000 % to Inwood National Bank 1,156.00 802. Loan Discount % to 803, Appraisal fee to Northstar Valuation Group,Inc. 465.00 804. Credit report to 805. Lender's Inspection fee to 806, Mortgage Insurance application fee to 807. Assumption fee to 808, Flood Verification Fee to American Flood Research 18.00 809. to 810, to 811. to g00. ITEMS REQUIRED BY LENDER TO BE PAID IN ADVANCE 901, Interest From 12/18/17 to 01/01/18 0 $ /day 14 days % 902, Mortgage insurance premium for month to 903. Hazard insurance premium for Year to 904. for yearto 905, to 1DOD,RESERVES DEPOSITED W TH LENDER 1001.Hazard insurance Monts (W $ per Month 1002.Mortgage insurance Months (a) $ per Month 1003.City property taxes Months $ per Month 1004.County property taxes Monts (a $ per Month 1005.Annual assessments Months a $ per Month 1006. Months a $ per Month 1007. Months a $ per Month 1008. Months er Month 1100,TITLE CHARGES 1101.Settlement or closing fee to 1102.Abstract or title search to 1103.Tile examination to 1104.Title insurance binder 10 1105. Document preparation to 1106.Notary fees to 1107.Attome `s fees to (includes above item numbers: I _ 1108_Title insurance to Providence Title Company 1,747.00 (Includes above item numbers: ) 1109-Lender's coverage $196,083.80 1,369.00 1110. Owner's coverage $6,286.71 238.00 1111. Policy Guaranty Fee to Texas Title Insurance Guaranty Association 9.00 1112. Escrow Fee to Providence Title Company 435.00 1113. Tax Certificate to Radius Tax Research,LLC 51.00 1114. eRecording to Providence Title 16.00 1115. to 1200.GOVERNMENT RECORDING AND TRANSFER CHARGES 1201.Recordinq fees: Deed $36.00; Mort aqe $100-00: Releases 136.00 1202.City/County tax/stamps: Deed Mortqaqe 1203.State taxfstamps: Deed Mortgage 1204.Record UCC to Providence Tate 45.00 1205, t 1300.ADDITIONAL SETTLEMENT CHARGES 1301.Survey to 1302.Pest inspection to 1303. to 1304. to 130 . to 1400.TOTAL SETTLEMENT CHARGES(Enter on Lines 103,Section J and 502,Section K) 4,078.00 0.00 Printed on 12115/17 a1 11:55.-0MM 102009085134 HUD-1,Page 2 t I, HUD�1x ,i�ffchmer� ' , ` _. t K,a car-.r ...a.a... c..�,....,.... ._,.-. _a :....,....... -........ - ...:. ..; >- Borrower: Housing Channel Seller: City of Fort Worth,a Texas municipal 4200 S. Freeway,Tower Ste 307 corporation Fort Worth,TX 76115 200 Texas Street Fort Worth 76102 Lender: Inwood National Bank City of Fort Worth Settlement Agent: Providence Title Company (817)483-9100 Place of Settlement: 4107 S. Bowen Rd,Suite 101 Arlington,TX 76016 Settlement Date: December 18,2017 Disbursement Date: December 18,2017 Property Location: 3641 Eagle Nest Street Fort Worth,TX 76106 Tarrant County,Texas Lots)7, Block 3R,Jarvis Heights Apartments, D213160719,Tarrant County Additional Disbursements Payee/Description Note/Ref.No. Borrower Seller Providence Title Company 1,269.00 Loan policy premium Providence Title Company 238.00 Owner's policy premium Providence Title Company 20.00 T-33 Variable Rate Mtg. End l ALTA Form 6-Variable Rate Mortgage Providence Title Company 25.00 T-39 Balloon Mfg End l CLTA Form 111.9-FNMA Balloon Mortgage Providence Title Company 20.00 T-30 Amendment of Tax Exception (T-30,T-3 or deletion) _ Providence Title Company 50.00 T-35 Revolving Credit End 1 ALTA Form 14A ET AL-Future Advances 1 CLTA Form 108.10-Revolvir Credit Providence Title Company 25.00 T-36 Environmental Protection Lien End l ALTA 8.1-Environmental Protection Providence Title Company 100.00 Loan policy premium Total Additional Disbursements 1,747.00 Printed on 12/15/17 at 11:55:05AM by MMutchier 102009085134 Page 1 of 1 File No, 102009085 I have carefully reviewed the HUD-1 Settlement Statement and to the best of my knowledge and belief, it is a true and accurate statement of all receipts and disbursements made on my account or by me in this transaction. 51G1y ausing_C City of Fort Worth,a Texas municipal corporation D nna Fernando Costa PrrMldent Assistant City Manager SETTLEMENT AGENT CERTIFICATION The HUD-1 Settlement 5tatemenich I have prepared is to the best of my knowledge a true and accurate account of this trans tion. I cau a 11))'irfunas to be disbursed in accordance with this statement. Settlement Agefif Date Warning: It is a crime to knowingly make false statements to the United States on this or any other similar form. Penalties upon conviction can include a fine and imprisonment. For details see: Title 18 U.S. Code Section 1001 - and Section 1010, HUD-1 Settlement Statement-Signature Page 102009085 We herabu rprtifv that this is a.true and C opy of tie arigiria arract p _L1We0f- PROVI CE TI PANY BY PROMISSORY NOTE p*enc pa) t GSR.............. 00.- . .... . .. ...... Z References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing"""'has been omitted due to text length limitations. Borrower: HOUSING CHANNEL Lender: INWOOD NATIONAL BANK 4200 S FREEWAY,STE 307 7621 INWOOD ROAD FORT WORTH,TX 76115 DALLAS,TX 75209 Principal Amount: $115,600.00 Date of Note: December 13,2017 PROMISE TO PAY. HOUSING CHANNEL("Borrower")promises to pay to INWOOD NATIONAL BANK("Lender"),or order,In lawful money of the United States of America,the principal amount of One Hundred Fifteen Thousand Six Hundred&00/100 Dollars($115,600.00)or so much as may be outstanding,together with Interest on the unpaid outstanding principal balance of each advance. Interest shall be calculated from the date of each advance until repayment of each advance or maturity,whichever occurs first. PAYMENT. Borrower will pay this loan In one payment of all outstanding principal plus all accrued unpaid interest on December 13,2018. In addition,Borrower will pay regular monthly payments of all accrued unpaid Interest due as of each payment date,beginning January 13,2018, with all subsequent interest payments to be due on the same day of each month after that Unless otherwise agreed or required by applicable law,payments will be applied to accrued unpaid Interest;then to principal;then to any unpaid collection costs or escrow,,and then to any late charges. Lender shall accept payments during regular operation hours of 9 am to 3 pm,Monday through Friday;except bank holidays. All other payments received will be credited as of the next business day or as otherwise permitted by law. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate In writing. Notwithstanding any other provision of this Note,Lender will not charge Interest on any undisbursed loan proceeds. No scheduled payment,whether of principal or interest or both,will be due unless sufficient loan funds have been disbursed by the scheduled payment date to justify the payment. VARIABLE INTEREST RATE. The interest rate on this Note Is subject to change from time to time based on changes in an independent index which Is the BANK OF AMERICA PRIME LENDING RATE(the'Index'). The Index is not necessarily the lowest rate charged by Lender on Its loans. If the Index becomes unavailable during the term of this loan,Lender may designate a substitute index after notifying Borrower. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more often than each DAY. Borrower understands that Lender may make loans based on other rates as well. The Index currently is 4.250%per annum. Interest prior to maturity on the unpaid principal balance of this Note will be calculated as described in the'INTEREST CALCULATION METHOD"paragraph using a rate of 1.000 percentage point over the Index,adjusted if necessary for any minimum and maximum rate limitations described below,resulting in an initial rate of 5.250%. NOTICE: Under no circumstances will the Interest rate on this Note be less than 5.000%per annum or more than (except for any higher default rate or Post Maturity Rate shown below)the lesser of B.D00%per annum or the maximum rate allowed by applicable law. For purposes of this Note,the"maximum rate allowed by applicable law"means the greater of (A) the maximum rate of interest permitted under federal or other law applicable to the indebtedness evidenced by this Note,or (B) the'Weekly Ceiling'as referred to in Sections 303.002 and 303-003 of the Texas Finance Code. INTEREST CALCULATION METHOD, Interest on this Note Is computed on a 3651360 basis;that Is,by applying the ratio of the interest rate over a year of 360 days, multiplied by the outstanding principal balance,multiplied by the actual number of days the principal balance Is outstanding,unless such calculation would result In a usurious rate,in which case interest shall be calculated on a per them basis of a year of 365 or 366 days,as the case may be. All Interest payable under this Note is computed using this method. This calculation method results In a higher effective interest rate than the numeric interest rate stated in this Note. PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will pot be subject to refund upon early payment(whether voluntary or as a result of default),except as otherwise required by law. Except for the foregoing,Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Prepayment In full shall consist of payment of the remaining unpaid principal balance together with all accrued and unpaid Interest and all other amounts,costs and expanses for which Borrower is responsible under this Note or any other agreement with Lender pertaining to this loan,and In no event will Borrower ever be required to pay any unearned Interest. Early payments will not,unless agreed to by Lender in writing,relieve Borrower of Borrower's obligation to continue to make payments of accrued unpaid Interest. Rather,early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked'paid In full","without recourse",or similar language, If Borrower sends such a payment,Lender may accept it without losing any of Lenders rights under this Note,and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts,including any check or other payment Instrument that Indicates that the payment constitutes .payment in full"of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: INWOOD NATIONAL BANK,7621 INWOOD ROAD DALLAS,TX 75209. POST MATURITY RATE. The Post Maturity Rate on this Note is the lesser of (A) the maximum rate allowed by law or (B) 18.DO0%. Borrower will pay interest on all sums due after final maturity,whether by acceleration or otherwise,at that rate. DEFAULT. Each of the following shall constitute an event of default(*Event of Default")under this Note: Payment Default. Borrower fails to make any payment when due under this Note. Other Defaults. Borrower fails to comply with or to perform any other term,obligation,covenant or condition contained in this Note or In any of the related documents or to comply with or to perform any term,obligation,covenant or condition contained in any other agreement between Lender and Borrower. Environmental Default. Failure of any party to comply with or perform when due any term,obligation,covenant or condition contained in any environmental agreement executed in connection with any loan. False Statements. Any warranty,representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect either now or at the time made or furnished or becomes false or misleading at any time thereafter. Insolvency. The dissolution or termination of Borrower's existence as a going business,the insolvency of Borrower,the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings,whether by judicial proceeding,self-help, repossession or any other method,by any creditor of Borrower w by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrowers amounts,including deposit accounts,with Lender. However,this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding,in an amount determined by Lender,In its sole discretion,as being an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor,endorser,surety,or accommodation party of any of the indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of,or liability under,any guaranty of the indebtedness evidenced by this Note. Change In Ownership. Any change in ownership of twenty-five percent(25%)or more of the common stock of Borrower. Adverse Change. A material adverse change occurs In Borrower's financial condition,or Lender believes the prospect of payment or performance of this Note is Impaired. Insecurity. Lender In good faith believes itself insecure. Cure Provisions. If any default,other than a default in payment,is curable and If Borrower has not been given a notice of a breach of the same provision of this Note within the preceding twelve(12)months,it may be cured if Borrower,after Lender sends written notice to Borrower demanding cure of such default (1) cures the default within twenty(20)days;or (2) if the cure requires more than twenty (20)days,immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. LENDER'S RIGHTS. Upon default, Lender may declare the entire indebtedness, Including the unpaid principal balance under this Note, all accrued unpaid interest,and all other amounts,costs and expenses for which Borrower is responsible under this Note or any other agreement with Lender pertaining to this loan,immediately due,without notice,and then Borrower will pay that amount. ATTORNEYS'FEES;EXPENSES. Lender may hire an attorney to help collect this Note if Borrower does not pay,and Borrower will pay Lender's reasonable attDmeys'fees. Borrower also will pay Lender all other amounts Lender actually incurs as court costs, lawful fees for filing, recording,releasing to any public office any instrument securing this Note;the reasonable cost actually expended for repossessing.storing, PROMISSORY NOTE Loan No: 104406828 (Continued) Page 2 preparing for sale,and selling any security; and fees for noting a lien on or transferring a certificate of title to any motor vehicle offered as security for this Note,or premiums or identifiable charges received in connection with the sale of authorized insurance. GOVERNING LAW. This Note will be governed by federal law applicable to Lender and,to the extent not preempted by federal law,the laws of the State of Texas without regard to its conflicts of law provisions. This Note has been accepted by Lender in the State of Texas. CHOICE OF VENUE. If there is a lawsuit,and if the transaction evidenced by this Note occurred in DALLAS County,Borrower agrees upon Lenders request to submit to the jurisdiction of the courts of DALLAS County,State of Texas. DISHONORED CHECK CHARGE. Borrower will pay a processing fee of$25.00 if any check given by Borrower to Lender as a payment on this loan is dishonored. RIGHT OF SETOFF. To the extent permitted by applicable law,Lender reserves a right of setoff in all Borrower's accounts with Lender(whether checking,savings,or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However,this does not include any IRA or Keogh accounts,or any trust accounts for which setoff would be prohibited by law. Borrower authorizes Lender,to the extent permitted by applicable law,to charge or setoff all sums owing on the indebtedness against any and all such accounts. LINE OF CREDIT. This Note evidences a straight line of credit. Once the total amount of principal has been advanced,Borrower is not entitled to further loan advances. The following person or persons are authorized to request advances and authorize payments under the line of credit until Lender receives from Borrower,at Lenders address shown above, written notice of revocation of such authority: DONNA VANNESS, President of HOUSING CHANNEL. Borrower agrees to be liable for all sums either: (A) advanced in accordance with the instructions of an authorized person or (8) credited to any of Borrowers accounts with Lender. The unpaid principal balance owing on this Note at any time may be evidenced by endorsements on this Note or by Lenders internal records,including daily computer print-outs. SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns,and shall inure to the benefit of Lender and its successors and assigns. NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Borrower may notify Lender if Lender reports any Inaccurate information about Borrower's account(s) to a consumer reporting agency. Borrower's written notice describing the specific inaccuracy(les)should be sent to Lender at the following address: INWOOD NATIONAL BANK 7621 INWOOD ROAD DALLAS,TX 75209. GENERAL PROVISIONS. If any part of this Note cannot be enforced,this fact will not affect the rest of the Note. Borrower does not agree or intend to pay,and Lender does not agree or intend to contract for,charge,collect,take,reserve or receive(collectively referred to herein as "charge or collect"),any amount in the nature of interest or in the nature of a fee for this loan,which would in any way or event(including demand,prepayment,or acceleration)cause Lender to charge or collect more for this loan than the maximum Lender would be permitted to charge or collect by federal law or the law of the State of Texas(as applicable). Any such excess interest or unauthorized fee shall,instead of anything stated to the contrary,be applied first to reduce the principal balance of this loan,and when the principal has been paid in full,be refunded to Borrower. The right to accelerate maturity of sums due under this Note does not include the right to accelerate any interest which has not otherwise accrued on the date of such acceleration,and Lender does not Intend to charge or collect any unearned interest in the event of acceleration. All sums paid or agreed to be paid to Lender for the use,forbearance or detention of sums due hereunder shall,to the extent permitted by applicable law, be amortized,prorated,allocated and spread throughout the full term of the loan evidenced by this Note until payment in full so that the rate or amount of interest on account of the loan evidenced hereby does not exceed the applicable usury ceiling. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs,guarantees or endorses this Note,to the extent allowed by law,waive presentment,demand for payment,notice of dishonor,notice of intent to accelerate the maturity of this Note,and notice of acceleration of the maturity of this Note. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser,shall be released from liability. All such parties agree that Lender may renew or extend(repeatedly and for any length of time)this loan or release any party or guarantor or collateral;or impair,fail to realize upon or perfect Lender's security interest in the collateral without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several. PRIOR TO SIGNING THIS NOTE,BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE,INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. BORROWER: HO NG CH 14N_H KID, A By: DO NAN S S, fttsigpiat of HOUSING CHANNEL LENDER: INWOOD NATIONAL BANK X Authorized Signer �..mo,v..na.a.orr c"s.o.0 usa raw.w..ew,rr.. .r Ay,,,w�,z",cmxersc ra.ras w. Page 1 of 6 D217291086 12119120171:26 PM PGS 6 Fee: $36.00 Submitter: CSC ERECORDING SOLUTIONS Electronically Retia<ded by;TarrantCoiliityClerk in Official Public Records --r E •.,, , !?fiefah Mary Louise Garcia t tris Qi`lghau IYeI sJ �` UU �( CONSTRUCTION DEED OF TRUST RECORDATION REQUESTED BY: INWOOD NATIONAL BANK 7621 INWOOD ROAD DALLAS,TX 75209 WHEN RECORDED MAIL TO: INWOOD NATIONAL BANK 7621 INWOOD ROAD DALLAS,TX 75209 SEND TAX NOTICES TO: HOUSING CHANNEL 4200$FREEWAY,STE 307 FORT WORTH,TX 76115 SPACE ABOVE THIS LINE IS FOR RECORDER'S USE ONLY THIS DEED OF TRUST Is dated December 13, 2017, among HOUSING CHANNEL, whose address Is 4200 S FREEWAY,STE 307, FORT WORTH,TX 76115("Grantor"); INWOOD NATIONAL BANK,whose address Is 7621 INWOOD ROAD, DALLAS,TX 75209 (referred to below sometimes as"Beneficiary"); and Gary L Tipton,whose address is 7621 Inwood Road,Dallas,TX 75209(referred to below as'Trustee"). CONVEYANCE AND GRANT. For valuable consideration,Grantor conveys to Trustee In trust,with power of sale,for the benefit of Lender as Beneficiary,the following described real property,together with alt existing or subsequently erected or affixed buildings,improvements and fbdures;and all easements,rights of way,and appurtenances;all water and water rights;and all other rights,royalties,and profits relating to the real property,including without limitation such rights as Grantor may have in all minerals,oil,gas,geothermal and similar matters,(the "Real Property")located in TARRANT County,State of Texas: BEING LOT 2, BLOCK 311 JARVIS HEIGHTS APARTMENTS, AN ADDITION TO THE CITY OF FORT WORTH, TARRANT COUNTY,TEXAS,ACCORDING TO THE MAP OR PLAT THEREOF RECORDED IN DOCUMENT NO. D213160719,OF THE PLAT RECORDS,TARRANT COUNTY,TEXAS. The Real Property or its address Is commonly known as 3641 EAGLE NEST STREET,FORT WORTH,TX 76106. Grantor hereby absolutely assigns to Lender(also known as Beneficiary in this Deed of Trust)all of Grantors right,title,and interest in and to all present and figure leases of the Property and all Rents from the Property. In addition,Grantor grants to Lender a Uniform Commercial Code security Interest in the Personal Property and Rents. THIS DEED OF TRUST,INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY, IS GIVEN TO SECURE (A) PAYMENT OF THE INDEBTEDNESS AND (B) PERFORMANCE OF ANY AND ALL OBLIGATIONS UNDER THE NOTE, THE RELATED DOCUMENTS,AND THIS DEED OF TRUST. THIS DEED OF TRUST,INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY,IS ALSO GIVEN TO SECURE ANY AND ALL OF GRANTOR'S OBLIGATIONS UNDER THAT CERTAIN CONSTRUCTION LOAN AGREEMENT BETWEEN GRANTOR AND LENDER OF EVEN DATE HEREWITH. ANY EVENT OF DEFAULT UNDER THE CONSTRUCTION LOAN AGREEMENT,OR ANY OF THE RELATED DOCUMENTS REFERRED TO THEREIN,SHALL ALSO BE AN EVENT OF DEFAULT UNDER THIS DEED OF TRUST. THIS DEED OF TRUST IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS: PAYMENT AND PERFORMANCE. Except as otherwise provided in this Deed of Trust,Grantor shell pay to Lender all amounts secured by this Deed of Trust as they become due,and shall strictly and in a timely manner perform all of Grantors obligations under the Nose,this Deed of Trust,and the Related Documents. VENDOR'S LIEN. The debt evidenced by the Note is in pert or total payment of the purchase price of the Property;the debt is secured by both this Deed of Trust and by a vendors lien on the Property,which is expressly retained In the deed of the Properly to Grantor. This Deed of Trust does not waive the vendors lien,and the two liens and the rights created by this instrument shall be cumulative. Lender may elect to foreclose under either of the liens without waiving the other or may foreclose under both. The deed wherein the vendors lien is retained is incorporated Into this Deed of Trust CONSTRUCTION MORTGAGE. This Deed of Trust is a"construction mortgage"for the purposes of Sections 9-334 and 2A.909 of the Uniform Commercial Code,as those sections have been adopted by the State of Texas. POSSESSION AND MAINTENANCE OF THE PROPERTY. Grantor agrees that Grantors possession and use of the Property shall be governed by the following provisions: PowAsslon and Use. Until the occurrence of an Event of Default,Grantor may (1) remain in possession and control of the Property; (2) use,operate or menage the Property;and (3) collect the Rents from the Property. Duly to Malntaln. Grantor shall maintain the Property in tenantable condition and promptly perform all repairs, replacements, and maintenance necessary to preserve its value. Compliance With Environmental Laws. Grantor represents and warrents to Larder that: (1) During the period of Grantors ownership of the Property,there has been no use,generation,manufacture,storage,treatment,disposal,release or threatened release of any Hazardous Substance by any person on,under,about or from the Property; (2) Grantor has no knowledge of,or reason to believe that there has been,except as previously disclosed to and acknowledged by Lender in writing, (a) any breach or violation of any Environmental Laws, (b) any use,generation,manufacture,storage,treatment,disposal,release or threatened relesso of any Hazardous Substance on,under, about or from the Property by any prior owners or occupants of the Property,or (c) any actual or threatened litigation or claims of any kind by any person relating to such matters;and (3) Except as previously disclosed to and acknowledged by Lender In writing, (a) neither Grantor nor any tenant,contractor,agent or other authorized user of the Property shall use,generate,manufacture,store,treat,dispose of or release any Hazardous Substance on,under,about or from the Property;and (b) any such activity shall be conducted in compliance with all applicable federal,state,and local taws,regulations and ordinances,including wiftut limitation all Environmental Laws. Grantor authorizes Lender and Its agents to enter upon the Property to make such inspections and tests,at Grantors expense.as Lender may deem appropriate to determine compliance of the Property with this section of the Dead of Trust Any inspections or tests made by Lender shag be for Lendoes purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Grantor or to any other parson. The representations and warranties contained herein are based on Grantors due diligence in Investigating the Property for Hazardous Substanove. Grantor hereby (1) raises"and waives any future dais against Lender for indemnity,or contribution In the event Grantor becomes liable for cleanup or other costs under any such laws;and (2) agrees to indemnity,defend,and hold harmless Lender against any and all claims,losses,dabilites,damages,penalties,and expanses which Lender may directly or Indirectly sustain or suffer resulting from a breach of this section of the Deed of Trust or as a consequence of any use,generation,manufacture,storage, disposal,release or threatened release occurring prior to Grantors ownership or interest in the Properly,whether or not the some was or should have been(mown to Grantor. The provisions of this section of the Deed of Trust,including the obligation to indemnify and defend, shall survive the payment of the Indebtedness and the satisfaction and reconveyance of the lien of this Deed of Trust and shag not be affected by Lenders acquisition of any Interest in the Property,whetter by foreclosure or otherwise. Nulsance,Waste. Grantor shall not cause,conduct or permit any nuisance nor commit,permit or suffer any stripping of or waste on or to the Property or any portion of the Property. Without limiting the generality of the foregoing,Grantor will not remove,or grant to any other party the right to remove,any timber,minerals Qnduding dl and gas),coal,day,scoria,sal,gravel or rock products without Lenders prior written consent This restriction will not apply to rights and easements(such as gas and oil)not owned by Grantor and of which Grantor has informed Lender in writing prior to Grantors signing of this Deed of Trust. Removal of Improvements. Grantor shall not demolish or remove any Improvements from the Real Property without Lenders prior written consent As a condition to the removal of any Improvements,Lender may require Grantor to make anargements satisfactory to Lender to replace such Improvements with Improvements of at least equal value. Lenders Rtght to Enter. Lender and Larders agents and representatives may enter upon the Real Property at all reasonable times to attend to Lenders Interests and to inspect the Real Properly for purposes of Grantors compliance with the terms and conditions of this Deed of Trust. Page 2 of 6 DEED OF TRUST Loan No:104406828 (Continued) Page 2 Compliance with Governmental Requirements, Grantor shall promptly comply with all laws,ordinances,and regulatkfna,now or hereafter In effect.of all governmental authorities applicable to the use or occupancy of the Property,including without limitation,the Americans With Disabilities Act. Grantor may contest in good faith any such law,ordinance,or regulation and withhold compliance during any proceeding,Including appropriate appeals,so long as Grantor has notified Lender In writing prior to doing so and so long as,in Lender's sole opinion,Lenders Interests in the Property are not jeoperdaed. Lander may require Grantor to post adequate security or a surely bond, reasonably satisfactory to Lender,to protect Lenders interest. Duly to Protect Grantor agrees neither to abandon or leave unattended the Property. Grantor shall do all other ads,in addition to those acts set forth above in this section,which from the character and use of the Property are reasonably necessary to pnolect and preserve the Property. Construction Loan. N some or all of the proceeds of the ban creating the Indebtedness are to be used b construct or complete construction of any Improvements on the Property,the Improvements shall be completed no later Men the maturity date of the Mole(or such earlier date as Lander may reasonably establish)and Grantor shall pay in hill all coals and expenses in oonneelon with the work. Lender will disburse ban proceeds under such forms and conditions as Lender may deem reasonably necessary to insure that the Interest created by this Deed of Trust shall have Priority over all possible hens,including those of material suppliers and workmen. Lender may require,among cher things,that disbursement requests be supported by recelpled bills,expense affidavits,waivers of Iters,construction progress reports,and such other documentation as Lender may reasonably request TAXES AND LIENS. The following provisions relating to the taxes and liens on the Property are part of this Deed of Trust: Payment Grantor shall pay when due(and In all events prior to delinquency)all taxes,special taxes,assessments,charges(Including water and sewer),fines and impositions levied against or on account of the Properly,and shall pay when due all claims lot work dons on or for servioes rendered or material furnished to the Properly. Grantor shall maintain the Property free of all Ilene(laving priority over or equal to the Interest of Larder under this Deed of Trust,except for the lien of taxes and assessments not due and except as otherwise provided in this Deed of Trust. Right to Contest Grantor may withhold payment of any tax, assessment,or claim in connection with a good faith dispute over the obligallon to pay,so long as Lender's interest in the Property is not jeopardized If a lien arises or Is filed as a result of nonpayment, Grantor shall within fifteen(15)days after the lien arises or,N a lien is riled,wttNn ffieen(15)days after Grantor has notice of the filing, secure the discharge of the lien,or If requested by Lender,deposit with Lender cash or a sufndent corporate surety bond or other security satisfactory to Lender in an amount sufficient to discharge the lien plus any costs and Lenders reasonable attorneys'fees,or other charges that could accrue as a result of a foreclosure or sale under the len. In any Dordest Grantor shalt defend itself and Lender and shag satisfy any adverse judgment before enforcement against the Property. Grantor shag name Lender as an additional obligee under any surety bond furnished in the contest proceedings. Evidence of Payment. Grantor stall upon demand furnish to Lender satisfectory evidence of payment of Me taxes or assessments and shall authorize the appropriate governmental official to delver to Lender at any time a written statement of the taxes and assessments against the Property. Notice of Construction. Grantor shall notify Lender at least fifteen(15)days before any work is commenced,any services are furnished,or any materials are supplied to the Property,If any medanies len,materialmen's lien,or other gen could be asserted on account of the work,services,or materials_ Grantor will upon request of Lender furnish to Larder advance assurances satisfactory to Lender that Grantor can and will pay the cost of such improeamonls_ PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the Property are a part of this Deed of Trust. Maintenance of Insurance. Grantor shall procure and maintain policies of fire insurance with standard extanded coverage endorsements on a replacement basis for the full Insurable value covering all Improvements on the Real Property in an amount sufficient to avoid application of any coinsurance clause, and with a standard mortgagee clause in favor of Lender. Grantor shall also procure and maintain comprehensive general liability insurance in such coverage amounts as Lender may request with Trustee and Lender being named as additional insureds in such liability insurance policies. Additionally,Grantor shag maintain such other insurance,including but not limited to hazard,business interruption,and boiler insurance,as Lender may reasonably require. Policies shall be written in form,amounts,coverages and basis reasonably,acceptable to Lender,with losses made payable to Lender. GRANTOR MAY FURNISH THE RE00RED INSURANCE WHETHER THROUGH EXISTING POLICIES OWNED OR CONTROLLED BY GRANTOR OR THROUGH EQUIVALENT INSURANCE FROM ANY INSURANCE COMPANY AUTHORIZED TO TRANSACT BUSINESS IN THE STATE OF TEXAS. N Grantor fafls to provide any required Insurance or fails to oondnwe such insurance in force,Lender may,but shag not be required to,do so at Grantor's expense,and the cost of the insurance will be added to the Indebtedness. If any such Insurance Is procured by Lender,Grantor will be so notified,and Grantor will have the option of furnishing equivalent insurance through any Insurer authorized to transact business in Texas. Grantor,upon request of Lander,will deliver to Lender from Ume to time the policies or certificates of insurance In form satisfactory to Lender,including stipulations that coverages will not be cancelled or diminished without at least fifteen(15)days prior written notice to Lender. Each Insurance policy also shall include an endorsement providing that coverage In favor of Lender wit not be impaired in any way by any act,omission or default of Grantor or any other person. Should the Real Property be located in an area designated by the Administrator of the Federal Emergency Management Agency as a special flood hazard area,Grantor agrees to obtain and malntaln Federal Flood Insurance,If available,writhhin 45 days after notice Is given by Lander that the Property is located in a special flood hazard area,for the full unpaid principal balance of the loan and any prior liens on the property securing the ben,up to the maxinuilm policy limits set under the National Flood Insurance Program, or as otherwise required by Lender,and to maintain such insurance for the term of the loan. Application of Proceeds. Grantor shall promptly notify Lender of any loss or damage to the Property. Lender may make prod of loss if Grantor fails to do so within fifteen (15)days of the casualty. Whether or not Landers security is impaired,Lender may,at Lenders election,receive and retain the proceeds of any insurance and appy Me proceeds to fele reduction of the Indebtedness,payment of any lien affecting the Property,or the restoration and repair of the Property. If Lender elects to appy the proceeds to restoration and repair,Grants shag repair or replace the damaged or destroyed improvements In a manner satisfactory to Lender_ lander shell,upon satisfactory proof of such expenditure,pay or reimburse Grantor from the proceeds,for[be reasonable cost of repair or restoration if Grantor is not in default under cols Dead of Trust. Any proceeds which have not been disbursed within 180 days after their receipt and which Lender has not committed to the repair or restoration of the Property shall be used first to pay arty amount owing to Leder under this Deed of Trust,then to pay accrued interest,and the remainder,If any,shall be applied to the principal balance of the Indebleciness. If Lender holds any proceeds atter payment in full of the Indebtedness,such proceeds shall be paid to Grantor as Grantors interests may appear. Grantors Report on Inswanoe. Upon request of lander,however not more than once a year.Grantor shag fumish to lander a report on each existing policy of insurance showing: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy, (4) the property insured,the then current replacement value of such property,and the manner of determining that value;and (5) the expiration dole of the policy. Grantor shall,upon request of Lender,have an independent appraiser satisfactory to Lender determine me rash hralua replacement teat of the Property. LENDERS EXPENDITURES If any action or proceeding is commenced that would materially affect Lenders interest in the Property or If Grantor Wile to comply with any provision of its Deed of Trust or any Related Documents,including but not limited to Grantor's failure IC discharge or pay when due any amounts Grantor Is required to discharge or pay under this Deed of Trost or airy Related Documents,Lender on Grantors behalf may(but shag not be obligated lo)take any action that Lender deems appropriate,including but not limped to discharging or paying all taxes,fens,security interests,encumbrances and other claims,at any time levied or placed on the Property and paying all costs for insuring, maintaining and preening the Properly. All such expenditures paid by Lender for such purposes wlf then bear interest at the Note role from the date paid by Lender to the dale of repayment by Grantor. To the extant permitted by applicable law,all such expenses will becoma a part of the Indebtedness and,al Larders option,will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any Installment payments to become due during ether (1) the term of any applicable Insurance policy;or (2) the remaining tern of the Note;or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. The Deed of Trust also will secure payment of these amounts. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon Default. WARRANTY;DEFENSE OF TITLE. The following provisions relating to ownership of the Property are a part of this Deed of Trust: Title. Grantor warrants that: (a)Grantor holds good and marketable title of record to the Property in fee simple,free and dear of all liens and encumbrances other than those set forth in the Real Property description or in any title insurance policy,title report,or final title opinion issued In favor of,and accepted by,Larder in connection with this Deed of Trust,acct (b)Grantor bas the full righL power,and authority to exeats and deliver this Deed of Trust to Lender. Defense of Title. SAW to the exception in the paragraph above,Grantor warrents and will forever defend the title to the Property against Page 3 of 6 DEED OF TRUST Loan No:104406828 (Continued) Page 3 the lawful claims of all persons. In the event any action or proceeding is commenced that questions Grantors title or the interest of Trustee or Lender under this Dead of Trust,Grantor shall defend the action at Grantor`s expense_ Grantor may be the nominal parry In such proceeding, but Lender shall be entitled to participate In the proceeding and to be represented in the proceeding by counsel of Lenders own choice,and Grantor will deliver,or cause to be delivered,to Lender such Instruments as Lender may request from time to time to permit such participation. Compliance With Laws. Grantor warrants that the Property and Grantor's use of the Property complies with all existing applicable laws, ordinances,and regulations of governmental authorities. Survival of Representations and Warranties. All representations,warranties,and agreements made by Grantor in this Deed of Trust shall survive the execution and delivery of this Deed of Trust,shall be continuing in nature,and shall remain in full force and effect until such time as Grantors Indebtedness shall be paid in full. CONDEMNATION, JUDGMENTS AND AWARDS. The following provisions relating 10 condemnation proceedings,judgments, decrees and awards for injury to the Property are a part of this Deed of Trust. Proceedings. If any proceeding in condemnation is filed,Grantor shall promptly notify Lender in writing,and Grantor shall promptly take such steps as may be necessary to defend the action and obtain the award. Grantor may be the nominal parry in such proceeding,but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of its own choice,and Grantor will dellver or cause to be delivered to Lender such instruments and documentation as may be requested by Lender from time to time to permit such participation. Application of Not Proceeds. To the extent permitted by applicable low,all judgments,decrees and awards for injury or damage to the Property,or any part of the Property,and awards pursuant to proceedings for condemnation of the Property.are hereby absolutely assigned to Lender,and if all or any part of the Property is condemned by eminent domain proceedings or by any proceeding or purchase in lieu of condemnation,Lender may at its election require that all or any portion of the net proceeds Of the award be applied to the Indebtedness or the repair or restoration of the Property. The net proceeds of the award,judgment or decree shall mean the award after payment of all reasonable costs,expenses,and attorneys'fees Incurred by Trustee or Lender in connection with the condemnation. SECURITY AGREEMENT;FINANCING STATEMENTS. The following provisions relating to this Deed of Trust as a security agreement are a part of this Decd of Trust: Security Agreement. This instrument shall constitute a Security Agreement to the extent any of the Property constitutes fixtures, and Lender shall have all of the rights of a secured party under the Uniform Commercial Code as amended from time to time. Security Interest. Upon request by Lender.Grantor shall take whatever action Is requested by Lender to perfect and continue Lenders security interest in the Rents and Personal Property_ In addition to recording this Deed of Trust in the reel property records,Lender may,at any time and without further authorization from Grantor,file executed counterparts,copies or reproductions of this Deed of Trust as a financing stalement. Grantor shall reimburse Lender for all expenses incurred in perfecting or continuing this security interest- Upon default,Grardor shall not remove, sever or detach the Personal Property from the Property. Upon default,Grantor shall assemble any Personal Property not affixed to the Property in a manner and at a place reasonably convenient to Grantor and Lender and make It available to Lender within three(3)days after receipt of written demand from Lender to the extent permitted by applicable law. Addresses. The mailing addresses of Grantor(debtor)and Lander(secured party)from which information concerning the security interest granted by this Dead of Trust may be obtained(each as required by the Uniform Commerclai Code)are as stated on the first page of this Deed of Trust. FURTHER ASSURANCES;ATTORNEY-IN-FACT. The following provisions relating to further assurances and attorney-in-fact are a part of this Dead of Trust Further Assurances. At any time,and from time to time,upon request of Lender,Grantor will make,execute and deliver,or will cause to be made,exemled or delivered,to Lender or to Lenders designee,and when requested by Lender,cause to be filed,recorded,refiled,or rerecorded,as the case may be,at such times and in such offices and places as Lender may doom appropriate,any and all such mortgages, deeds of bust, security deeds,security agreements, financing statements, continuation statements, instruments of further assurance, certificates,and other documents as may,in the sole opinion of Lender,be necessary or desirable in order to effectuate,complete,perfect, Continue,or preserve (1) Grantor`s Dbligations under the Note,this Deed of Trust,and the Related Documents,and (2) the liens and security Interests created by this Deed of Trust as first and prior liens on the Property, whether now owned or hereafter acquired by Grantor. Unless prohibited by law or Larder agrees to The contrary in writing,Grantor shall reimburse Lender for all costs and expenses incurred In connection with the matters referred to in this paragraph, Attorney-In-Fact. If Grantor fails to do any of the things referred to in the preceding paragraph,Lender may do so for and in the name of Grantor and at Grantors expense. For such purposes,Grantor hereby irrevocably appoints Lender as Grantor's attorney-In-fad for the purpose of making,executing,delivering,filing,recording,and doing all other things as may be necessary or desirable,in Lenders sole opinion,to accomplish the matters referred to in the preceding paragraph- FULL PERFORMANCE. if Grantor pays all the Indebtedness when due,and otherwise performs all the obligations imposed upon Grantor under this Deed of Trust,Lender shall execute and deliver to Grantor a release of this Deed of Trust lien and suitable statements of termination of any financing statement on file evidencing Lenders security interest in the Rents and the Personal Property. However,it is agreed that the payment of all the Indebtedness and performance of such obligations shall not terminate this Deed of Trust unless,the liens and interests created hereby are relearned by Lender by a proper recordable instrument. Any filing fees required by law shall be paid by Grantor,I permitted by applicable law. EVENTS OF DEFAULT. Each of the following,at Lenders option,shall constitute an Event of Defautt under this Deed of Trust: Payment Default, Grantor falls to make any payment when due under the Indebtedness. other Defaults. Grantor fails to comply with or to perform any other tern,obligation,covenant or condition contained in this Deed of Trust or in any of the Related Documents or to comply with or to perform any term,obligation,covenant or condition contained in any other agreement between Lender and Grantor. Compliance Default. Failure to comply with any other term,obligation,covenant or condition contained in this Deed of Trust,the Note or in any of the Related Documents. Default on Other Payments. Failure of Grantor within the time required by this Deed of Trust to make any payment for taxes or insurance, Or any other payment necessary to prevent filing of or to effect discharge of any lien. Environmental Default. Failure of any party to comply with or perform when due any term,obligation,Covenant or condition contained in any environmental agreement executed In connection with the Property. Fake Statements, Any warranty,representation or statement made or furnished to Lender by Grantor or on Grantor's behalf under this Deed of Trust or the Related Documents Is false or misleading in any material respect,either now or at the time made or furnished or becomes false or misleading at any time thereafter. Defective Collateralaation. This Deed of Trust or any of the Related Documents ceases to be in full force and effect(including failure of any collateral document to create a valid and perfected security interest or lien)at any time and for any reason. Insolvency. The dissolution or termination Of Grantor's existence as a going business,the insolvency of Grantor,the appointment of a receiver for any part of Grantor's property,any assignment for the benefit of creditors,arry type of creditor workout,or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Grantor. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings,whether by judicial proceeding, self-help, repossession or arry other method, by any creditor of Grantor or by any governmental agency against any property securing the Indebtedness. This includes a garnishment of any of Grantor's accounts,including deposit accounts,with Lender. However,this Event of Default shall not apply if there is a good faith dispute by Grantor as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Grantor gives Lander written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture prooseding, in an amount determined by Lender,in its sole discretion,as being an adequate reserve or bond for The diapule. Breach of Other Agreement. Any breach by Grantor under the terns of any other agreement between Grantor and Lender that is not remedled within any grace period provided therein, including without limitation any agreement concerning any indebtedness or other Page 4 of 6 DEED OF TRUST Loan No:104408828 (Continued) Page 4 obligation of Grantor to Lender,whether existing now or tater. Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor,endorser,surety,or accommodation party of any of the Indebtedness or any guarantor, endorser, surety,or acoommodatlon parry dies or becomes incompetent,or revokes or disputes the validity Of,or liability under,any Guaranty of the Indebtedness. Adverse Change. A material adverse change occurs in Grantor's financial condition, or Lander believes the prospect of payment cw performance of the Indebtedness is impaired. Insecurity. Lender In good faith believes itself insecure. Right to Cure. If any default,other then a default in payment,is Curable and If Grantor has not been given a notice of a breach of the same provision of this Deed of Trust within the preceding twelve(12)months,it may be cured if Grantor,after Lender sends written notice to Grantor demanding cure of such default: (1) cures the default within twenty(20)days;or (2) if the cure requires more than twenty(20) days, immediately initiates steps which Lender deems in Lenders sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. RIGHTS AND REMEDIES ON DEFAULT. H an Event of Default occurs under this Dead of Trust,at arry time thereafter.Trustee or Lender may exercise any one or more of the following rights and remedies- Election of Remsdiss. Election by Lender to pursue any remedy shall not exrJude pursuit of arty other remedy,and an eleclfon to make Nexpenditures or to take action to perform an obligation of Grantor under this Deed of Trust,after Grantors failure to perform,shall not ed Lender's right to declare a default and exercise its remedies. Accelerate Indebtedness. Lender may declare the unpaid principal balance of the Indebtedness due and payable. In no avant will Grantor be required to pay any unearned Interest. Foreclosure. if Lender Invokes the power of sale,Trustee,at the request of Lender,may sell all or any portion of the Property at public auction to the highest bidder for cash at the location within the courthouse designated by the County Commissioners Court,or if no such area has been designated,at the area designated in the notice of sale within the courthouse,between the hours of 10:00 A.M.and 4:00 P.M.on the first Tuesday of any month,after the Trustee or its agent has given notice of the time and place of sale and of the property to be sold as required by the Texas Property Code,as then amended. UCC Renudles. With respect to all or any part of the Personal Properly,Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code. Collect Rents. As additional security for the payment of the Indebtedness,Grantor hereby assigns to Lender all Rents as defined in the Definition section of this Deed of Trust. Lender shall have the right at any time,and even though no Event of Default shall have occurred under this Deed of Trust,to collect and receive the Rents. Lender shall provide any notice required by applicable law with regard to such enforcement of Its right to collect and receive the Rents. In addition,H the Property is vacant,Lender may rem or lease the Property. Lender shall not be liable for Its failure to rent the Property,to collect any Rents,or to exercise diligence In any matter relating to the Rents; Lender shall be accountable only for Rents actually received. Lender neither has nor assumes any obligation as lessor cw landlord with respect to any occupant of the Property. Rents so received shall be applied by Lender first to the remaining unpaid balance of the Indebtedness,in such order or manner as Lender shall elect,and the residue,If any,shall be paid to the person or persons legally entitled t0 the residue. Trustee's Powers. Grantor hereby jointly and severally authorizes and empowers Trustee to sell all or any portion of the Property together or in lots or parcels,as Trustee may deem expedient,and to execute and deliver to the purchaser or purchasers of such Property good and sufficient deeds of conveyance of fee simple title, or of lesser estates, and bills of sale and assignments,with covenants of general warranty made on Grantors behalf. In no event shall Trustee be required to exhibit,present or display at any such sale any of the Property to be sold at such sale. The Trustee making such sale shall receive the proceeds of the sale and shall apply the same as provided below. Payment of the purchase price to Trustee shall satisfy the liability of the purchaser at any such sale of the Property,and such person shall not be bound to look after the appilcation of the proceeds. Appoint Receiver. Lender shall have the right to have a receiver appointed to[eke possession of all or arty part of the Property,with the power to protect and preserve the Property, to operate the Property preceding foreclosure or sale,and to collect the Rents from the Property and apply the proceeds,over and above the cost of the receivership,against the Indebtedness. The receiver may serve without bond if permitted by law. Lenders right 10 the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the Irdebtednass by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. Tenancy at Sufferance. H Grantor remains In possession of the Property after the Property is sold as provided above or Lender otherwise becomes entitled to possession of the Property upon defout of Grantor.Grantor shall become a tenant at sufferance of Lender or the purchaser of the Property and shall,al Landers option,either (1) pay a reasonable rental for the use of the Property, (2) vacate the Property immediately upon the demand of Lander,or (3) if such tenants refuse to surrender possession of the Property upon demand,the purchaser shall be entitled to institute and maintain the statutory action of forcible entry and detainer and procure a writ Of possession thereunder,and Grantor expressly waives all damages sustained by reason thereof. Other Remedies, Trustee or Lender shall have any other right or remedy provided in this Deed of Trust or the Note or available at law or in equity. Sale of the Property. To the extent permitted by applicable law,Grantor hereby waives any and all rights to have the Property marshalled. In exercising its rights and remedies,the Trustee.or Lender shall be free to sell all or any part of the Property together or separately,In one sale or by separate sales. Lender shatl be entitled to bid at any public sale on all or any portion of the Property. Trustee may convey all or any part of the Property to the highest bidder for cash with a general warranty binding Grantor, subject to prior liens and to Other exceptions to conveyance and warranty_ Grantor waives all requirements of appraisement, if any. The affidavit of any person having knowledge of the facts to the effect that proper notice as required by the Texas Properly Code was given shag be prime facie evidence of the fact that such notice was in fact given_ Recitals and statements of fad in any notice or in any conveyance to the purchaser or purchasers of the Property in arty foreclosure We under this Dead of Trust shall be prima facie evidence of the truth of such facts,and arl prerequisites and requirements necessary to the validity of any such sale shall be presumed to have been performed. Any sale under the powers granted by this Deed of Trust shall be a perpetual bar against Grantor, Grantor's heirs, successors, assigns and legal representatives. proceeds. Trustee shall pay the proceeds of any sale of the Property (a)first,to the expenses of foreclosure,Including reasonable fees or charges paid to the Trustee,including but not limited to fees for enforcing the lien,posting for sale,selling,or releasing the Property, (b) then to Lender the full amount of the Indebtedness, (c)than to any amount required by law to be paid before payment to Grantor,and (d) the balance,if any,to Grantor. Atomeyrs Fees;Expenses. H Lender institutes any suit or action to enforce any of the terms of this Deed of Trust.Lender shall be entitled to recover such sum as the court may adjudge reasonable as Lenders attorneys'fees at trial and upon any appeal. whether or not any court action Is Involved,and to the extent not prohibited by law, all reasonable expenses Lender Incurs that in Lenders opinion are necessary at any time for the protection of its interest or the enforcement of its rights shall become a part of the Indebtedness payable on demand and shag bear interest at the Note rate from the dale of the expenditure until repaid. Expenses covered by this paragraph include, without limitation,however subject to any limits under applicable law,Lenders reasonable attorneys'fees and Lender's legal expenses, whether or not there Is a lawsuit,including Lenders reasonable attorneys'fees and expenses for bankruptcy proceedings Including efforts to modify or vacate any automatic stay or injunction),appeals,and any anticipated post-jhdgmenl collection services,the cost of searching records,obtaining title reports(including foreclosure reports), surveyors' reports, and appraisal fees,title insurance,and fees for the Trustee,to the extent permitted by applicable law. Grantor also will pay any court costs,In addition to all other sums provided by law. In the event of foredosure of this Deed of Trust,Lender shall be entitled to recover from Grantor Lender's reasonable attorneys'fees and actual disbursements that Lender necessarily incurs in pursuing such foreclosure. POWERS AND OBLIGATIONS OF TRUSTFF. The following provisions relating to the powers and obligations of Trustee are part of this Deed of Trust: Powers of Trustee. In addition to all powers of Trustee arlsing es a matter of law,Trustee shall have the power to take the following actions with respect to the Property upon the written request of Lender and Grantor, (a)join In preparing and filing a map or plat of the Real Property,including the dedication of streets or other rights to the public; (b)join In granting any easement or creating any restriction on the Real Property;and (c)join in any subordination or other agreement affecting this Deed of Trust or the interest of Lender under this Dead of Trust. Page 5 of 6 DEED OF TRUST Loan No:104406828 (Continued) Page 5 Obligations to Notify. Trustee shall not be obligated to notify any other lienholder of the Property of the commencement of a foreclosure proceeding at of the commencement of any other action to which Lender may avail itself as a remedy,except to the extent required by applicable taw or by written agreement. Trustee. In addition to the rights and remedies set forth above,with respect to all or any part of the Property,the Trustee shall have the right to foreclose by notice and sale,and Lender shall have the right to foreclose by judidal foreclosure,in either case in accordance with and to the full extent provided try applicable law. Substf Lft Trustee, Lender,at Lendars option,from time to time,and more than once,may appoint in writing a successor of substitute trustee,with or without cause,including the resignation,absence,death,inability,refusal or failure to act of the Trustee. The successor or substitute trustee may be appointed without ever requiring the resignation of the former trustee and without any formality except for the execution and acknowledgment of the appointment by the beneficiary of this Deed of Trust. The successor or substitute trustee shall then succeed to all rights,obligations,and dutles of the Trustee_ This appointment may be made on Lender's behalf by the President,any Vice President,Secretary,or Cashier of Lender. NOTICES. Any notice required to be given under this Deed of Trust,Including without limitation any notice of default and any notice of sale shall be given in writing,and shall be effective when actually delivered,when actually received by telefacsimile(unless otherwise required by law),when deposited with a nationally recognized overnight courier,or, If mailed,when deposited in the United States mail,as first pass, certified or registered mail postage prepaid,directed to the addresses shown near the beginning of this Deed of Trust. Any party may Change Its address for notices under this Deed of Trust by giving formal written notice to the other parties,specifying cwt the purpose of the notice is to change the party's address. For notice purposes.Grantor agrees to keep Lender informed at all times Of Grantor's current address. Unless otherwise provided or required by law,if[here Is more than one Grantor,any notice given by Lender to any Grantor is deemed to be,notice given to all Grantors. DUE ON SALE-CONSENT BY LENDER..LENDER MAY,AT LENDER'S OPTION, DECLARE IMMEDIATELY DUE AND PAYABLE ALL SUMS SECURED BY THIS DEED OF TRUST UPON THE SALE OR TRANSFER,WITHOUT LENDER'S PRIOR WRITTEN CONSENT,OF ALL OR ANY PART OF THE REAL PROPERTY, OR ANY INTEREST IN THE REAL PROPERTY. A"SALE OR TRANSFER'MEANS THE CONVEYANCE OF REAL PROPERTY OR ANY RIGHT, TITLE OR INTEREST IN THE REAL PROPERTY; WHETHER LEGAL, BENEFICIAL OR EQUITABLE; WHETHER VOLUNTARY OR INVOLUNTARY;WHETHER BY OUTRIGHT SALE,DEED,INSTALLMENT SALE CONTRACT,LAND CONTRACT,CONTRACT FOR DEED,LEASEHOLD INTEREST,LEASE-OPTION CONTRACT,OR BY SALE,ASSIGNMENT,OR TRANSFER OF ANY BENEFICIAL INTEREST IN OR TO ANY LAND TRUST HOLDING TITLE TO THE REAL PROPERTY,OR BY ANY OTHER METHOD OF CONVEYANCE OF AN INTEREST IN THE REAL PROPERTY. IF ANY GRANTOR IS A CORPORATION, PARTNERSHIP OR LIMITED LIABILITY COMPANY, TRANSFER ALSO INCLUDES ANY CHANGE IN OWNERSHIP OF MORE THAN TWENTY-FIVE PERCENT(25%)OF THE VOTING STOCK,PARTNERSHIP INTERESTS OR LIMITED LIABILITY COMPANY INTERESTS, AS THE CASE MAY BE, OF SUCH GRANTOR. HOWEVER,THIS OPTION SHALL NOT BE EXERCISED BY LENDER IF SUCH EXERCISE IS PROHIBITED BY FEDERAL LAW OR BY TEXAS LAW. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Deed of Trust: Amendments. This Deed of Trust,together with any Related Documents,constitutes the entire understanding and agreement of the parties as to the matters set forth in this Deed of Trust No alteration of or amendment to this Deed of Trust shall be effective unless given In writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Annual Reports. If the Property is used for purposes other then Grantor's residence, Grantor shall fumish to Lender, upon request, a Certified statement of net operating income received from the Property during Grantor's previous fiscal year in such form and detail as Lender shall require. "Net operating Income"shall mean all rash receipts from the Property less all cash expenditures made in connection with the operation of fie Property. Caption Headings. Caption headings in this Deed of Trust are for convenience purposes only and are not to be used to Interpret or define the provisions of this Deed of Trust. Merger. There shall be no merger of the Interest or estate created by this Deed of Trust with any other interest or estate In the Property at any time held by or for the benefit of Lender in any capacity,without the written consent of Lender. Govaming Law. This Deed of Trust will be governed by federal law applicable to Lender and,to the extent not preempted by federal law, the laws of the State of Texas without regard to Its conflicts of law provisions. This Deed of Trust has been accepted by Lender In the State of Texas. Choice of Venue, It there is a lawsuit,and If the transaction evidenced by this Deed of Trust oecumed In DALLAS County,Grantor agrees upon lenders request to submit to the judsdictlon of the courts of DALLAS County,State of Texas. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Deed of Trust unless such waiver Is given In writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shag operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Deed of Trust shall not prejudice or constitute a waiver of Lenders right otrerwlse to demand strict compliance with tial provision or any other provision of this Dead of Trust. No prior waiver by Lender,nor any course of dealing between Lender and Grantor,shall constitute a waiver of any of Lender's rights or of arty of Grantors obligations as 10 any future transactions. Whenever the consent of Lender is required under this Deed of Trust,the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sok discretion of Lender. Severability. If a court of competent jurisdiction finds any provision of this Deed of Trust to be illegal,invalid,or unenforceable as to any circumstance,that finding shall not make the offending provision illegal,invalid,or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal,valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Deed of Trust. Unless otherwise requied by law, the illegality, invalidity, or unenforceability of any provision of this Deed of Trust shall not affect the legality,validity or enforceability of any other provision of this Deed of Trust. Successors and Assigns. Subject to any limitations slated in this Deed of Trust on transfer of Grantors interest,this Dead of Trust shall be binding upon and inure to the benefit of the parties,their successors and assigns. If ownership of the Property becomes vested in a person other than Grantor.Lender,without notice to Grantor,may deal with Grantors suxessors with reference to this Deed of Trust and the Indebtedness by way of forbearanoe or extension without releasing Grantor from the obligations of this Deed of Trust or liability under the Indebtedness. Time Is of the Essence. Time is of the essence in the performance of this feed of Trust. DEFINITIONS, The following capitalized words and terns shall have the following meanhgs when used in this Deed of Trust. Unless specifically stated to the contrary,all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and farms used In the singular shall include the plural,and the plural shall include the singular,as the context may require. Words and terms not otherwise defined in this Deed of Trust shall have the meanings attributed to such terms in the Uniform Commercial Code: Boneficlary. The word"Beneficiary"means INWOOD NATIONAL BANK,and its successors and assigns. Borrower. The word-Borrower"means HOUSING CHANNEL and includes all oc,419ners and oomakers signing rte Note and all their successors and assigns_ Deed of Trust. The words"Deed of Trust"mean this Deed of Trust among Grantor,Lender,and Trustee,and includes without limitation all assignment and security interest provlslons relating to the Personal Property and Rents. Default, The word"Default"means the Default set forth in this Deed of Trust in the section titled"Default". Environmental Laws. The words"Environmental Laws'mean any and all state, federal and local statutes,regulations and ordinances relating t0 the protection Of human heafth or the environment,including without limitation the Comprehensive Environmental Response, Compensation,and Liability Act of 1980,as amended,42 U.S.C.Section 9601,et seq. ("CERCLA"),the Superfund Amendments and Reauthorization Act of 1986,Pub.L.No.99,409('SARA'),the Hazardous Materials Transportation Act,49 U.S-C-Section 1801,et seq., tie Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state or federal laws, rules, or regulations adopted pursuant thereto. Event of Default The words"Event of Default"mean any of the events of default set forth in this Deed of Truss in the events of default section of this Deed of Trust. Grantor. The word"Grantor"means HOUSING CHANNEL. Page 6 of 6 DEED OF TRUST Loan No:104406828 (Continued) Page 6 Guaranty. The word'Guaranty'means the guaranty from guarantor, endorser, surety, or accommodation party to Lender, including without limitation a guaranty of all or part of the Note. Hazardous Substances. The words'Hazardous Substances"mean materials that, because of their quantity,concentration or physical, chemical or infectious characteristics, may Cause or pose a prevent or potential hazard to human health or the environment when improperly used, treated. Mored, disposed of, generated, manufactured, transported or otherwise handled. The words "Hazardous Substances"are used in their very broadest sense and include without limitation any and all hazardous or toxic substances,materials or waste as defined by or listed under the Environmental Laws. The term'Hazerdous Substances"also includes,without limitation,patfoleum and petroleum by-products or any fraction thereof and asbestos. Improvements. The word'Improvements'means all existing and future improvements,buildings,structures,mobile homes affixed on the Real Property,facilities,additions,replacements and other Construction on the Real Property. Indebtedness. The word'Indebtedness'means all principal,Interest,and other amounts,costs and expenses payable under the Note or Related Documents,together with all renewals of,extensions of, modifications of,consolidations of and substitutions for the Note or Related Documents and any amounts expanded or advanced by Lender to discharge Grantor's obligations or expenses incurred by Trustee or Lander to enforca Grantor's obligations under this Deed of Trust,together with interest on sum amounts as provided In this Deed of Trust. Lender. The word"Lender'means INWOOD NATIONAL BANK,its successors and a"ns. Note. The word'Note'means the Note executed by HOUSING CHANNEL dated December 13. 2017 together with all renewals of, extensions of,modifications of,refinancings of,replacements of,increases of,consolidations of,and substitutions for the note or credit agreement.NOTICE TO GRANTOR: THE NOTE CONTAINS A VARIABLE INTEREST RATE. Personal Properly. The words"Personal Property"mean all equipment,fixtures,and other articles of personal property now,or hereafter owned by Grantor,and now or hereafter attached or affixed to the Real Property,together with all accessions,parts,and additions to,all replacements of,and all substitutions for,any of such property;and together with all proceeds(including without limitation all insurance proceeds and refunds of premiums)from any sale or other disposition of the Property. Property. The word'Property"means collectively the Real Property and the Personal Property. Real Property. The words'Real Property'mean the real property,interests and rights,as further described in this Deed of Trusl. Related Documents. The words "Related Documents"mean all promissory rates,credit agreements, loan agreements,environmental agreements,guaranties,security agreements,mortgages,deeds of trust,security deeds,collateral mortgages,and all other instruments, agreements and documents,whether now or hereafter existing,executed in connection with the Indebtedness. Rents. The word"Rents"means all present and future rents,revenues,income,issues,royalties,profits,and other benefits derived from the Property. The word'Rents"shat[also mean all'Rents"as defined In Chapter 64 of the Texas Property Code. Trustee. The word'Trustee"means Gary L Tipton,whose address Is 7621 Inwood Road,Dallas, TX 752DD and any substitute or successor truslaes. GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS DEED OF TRUST,AND GRANTOR AGREES TO ITS TERMS. GRANTOR: HOUSING C Lam"" ,.� �. HC�� �` DWk VAWSS, IRMr.Wnt of HOUTIN TNN NE CORPORATE ACKNOWLEDGMENT STATE OF )SS COUNTY OFQ,r4�iiA.I ) This instrument was acknowledged before me on�r rmLor by DONNA VANNESS, President of HOUSING CHANNEL a Texargorati f said corporation. MEUSSp MUTGHLER +(�,*Notary Pudic,State of Tuas Comm.l;5gr MS09-20.2021 Notary Public,State ofd s Notary ID 1ZM185-0 LaserPro,Ver.17.3.0.019 Copr.D+H USA Corporation 1997,2017. All Rights Reserved. -TX H:%CFRLPL%G01.FC TR-28716 PR-4