HomeMy WebLinkAboutContract 50852 Q� 123456
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RECEIVED CITY SECRETARY 0
CONTRACT N0.
JNRO OF E S §
CITY OF FORT WORTH ti §
ARRANT
`98 �
E Z s contract ("Contract") is made and entered into by and between the City of Fort
Worth(hereafter"City") and Riverside Senior Investments, LP (hereafter"Developer"), a Texas
.limited partnership. 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 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, local lenders, private industry and neighborhood-based nonprofit housing
organizations;
WHEREAS, the primary purpose of the HOME program pursuant to the HOME
Investment Partnerships Act at Title II of the Cranston Gonzales National Affordable Housing
Act of 1990, as amended, 42 U.S.C. 12701 et seq. and the HOME Investment Partnerships
Program Final Rule, as amended, 24 CFR Part 92 et seq., is to benefit low and moderate income
individuals and families by providing them with affordable housing;
WHEREAS, Developer is a Texas limited partnership consisting of Riverside Senior
Development GP, LLC a Texas limited liability company, as General Partner; Banyi Riverside,
LLC, a Texas limited liability company, as Special Limited Partner; and an Investor Limited
Partner. The Fort Worth Housing Finance Corporation, a Texas housing finance corporation and
public instrumentality of the City, is the Sole Member of the General Partner and will be the fee
owner of the land on which the project will be constructed. Special Limited Partner is an
affiliate of Sphinx Development Corporation, a Texas corporation.
WHEREAS, Developer proposes to use HOME funds for an eligible project under the
HOME Regulations whereby Developer will construct, develop, own, and operate a new 272-
unit affordable housing development for seniors age 55 years and older in the City;
WHEREAS, Developer has received an award of 2018 Non Competitive (4%) Housing
Tax Credits from the Texas Department of Housing and Community Affairs for a portion of the
costs of the development of the project to be commonly known as the Sphinx at Sierra Vista
Senior Villas; and,
WHEREAS, City citizens and the City Council have determined that the development of
quality, accessible, affordable housing is needed for moderate low d very low-income City
citizens.
OF'F'ICIAL RECORD
CITY#I10111TAR'Y
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Sphinx at Sierra Vista Senior Villas Page 1
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:
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:
Accessible Units means units accessible to handicapped tenants. Developer must comply with
Section 504 requirements and all other applicable Federal accessibility requirements.
The Required Improvements must contain 20 Accessible Units. Of these 20 units, 14
must be accessible to individuals with mobility impairments, and the other 6 must be
accessible to individuals with visual or hearing impairments.
Act means the HOME Investment Partnerships Act at Title II of the Cranston Gonzales National
Affordable Housing Act of 1990, as amended, 42 U.S.C. 12701 et seq.
Affordable Rent means a rent amount that does not exceed the High HOME Rent Limit
published annually by HUD, with adjustment for the bedroom size of the housing unit as more
particularly described on Exhibit "A"—Project Summary.
Affordability Period means the period of time that HOME Units must be leased to HOME
Eligible Households for Affordable Rent.
The Affordability Period for this project is 20 years. The Affordability Period begins on
the date that the project status is changed to "complete" in IDIS.
Affordability Requirements means the HOME Units remain occupied by HOME Eligible
Households paying Affordable Rent throughout the Affordability Period in accordance with the
terms of this Contract and the HOME Regulations.
Area Median Income or AMI means the median family income for the Fort Worth-Arlington
metropolitan statistical area as set annually by HUD.
Business Diversity Enterprise Ordinance or BDE means the City's Business Diversity
Ordinance, Ordinance No. 20020-12-2011.
Complete Documentation means the following documentation as applicable:
1. Attachments I and II of Exhibit"F", with supporting documentation as follows:
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a. Proof of expense: invoices, leases, service contracts or other documentation
showing the nature of the cost and that payment is due by Developer.
b. Proof of payment: cancelled checks, bank statements, or wire transfers necessary
to demonstrate that amounts due by Developer were actually paid by Developer.
2. Other documentation: (i) final lien releases signed by the general contractor or
subcontractors, if applicable; (ii) copies of all City permits and City-issued "pass"
inspections for such work; (iii) documentation to show compliance with BDE or DBE
bidding process for procurement or Contract activities, if applicable; (iv) proof of
contractor, subcontractor and vendor eligibility as described in Section 6.6; and (v) any
other documents or records reasonably necessary to verify costs spent for the project.
3. Complete Documentation shall meet the standards described in Exhibit "J"—Standards
for Complete Documentation.
Completion means the substantial completion of the Required Improvements as evidenced by a
Neighborhood Services Department Minimal Acceptable Standard Inspection report, HUD
Compliance Inspection Report and any other applicable final inspection approval from the City
showing that the Required Improvements have met City and HOME standards.
Completion Deadline means December 31, 2020.
Conversion means the earlier of (i) the date the project's construction financing converts to
permanent financing and begins principal amortization, or(ii)June 30, 2021.
DBE means disadvantaged business enterprise in accordance with 49 CFR Part 26.
Deed Restrictions means the recorded deed restriction, covenant running with the land, or
agreement restricting the use of the Property, which imposes the Affordability Requirements
beginning after project completion as required by 24 CFR Part 92.252(e)(1) which will give the
City the right to require specific performance, among other enforcement rights. The Parties
agree to the use of the Deed Restriction in substantially the form attached as Exhibit"L"—Deed
Restriction.
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,
amended, restated, supplemented or otherwise modified. The Parties agree to the use of the
Deed of Trust in substantially the form attached as Exhibit"E"—Loan Documents.
Director means the Director of the City's Neighborhood Services Department.
Effective Date means the date of this Contract is fully executed by the Parties as shown by the
date written under their respective signatures.
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Fort Worth Housing Finance Corporation or FWHFC means the Fort Worth Housing
Finance Corporation, a Texas housing finance corporation and public instrumentality of the City
of Fort Worth, the owner of the Property leased to Developer under the terms of a long term
ground lease.
Ground Lease means the lease agreement for the Property executed between FWHFC as lessor
and Developer as lessee, as amended or modified from time to time.
High HOME Unit means a unit that must be leased to High HOME Eligible Tenant for High
HOME Rent. High HOME Units can float among units that are materially similar in number of
bedrooms, square footage, and amenities; however, if the units are not materially similar, then
the High HOME units must be fixed.
This project contains 10 High HOME Units. Of these High HOME Units, 6 are one-
bedroom units and 4 are two-bedroom units.
High HOME Eligible Tenant means (i) for a tenant who is the first to occupy a High HOME
Unit, a tenant whose annual income adjusted for family size does not exceed 60% of AMI, and
(ii) for a tenant who is not the first to occupy a High HOME Unit, a tenant whose annual income
adjusted for family size does not exceed 80% of AMI. Tenant income must be verified using the
most current HUD Income Guidelines and Technical Guidance for Determining Income and
Allowances subject to the income verification requirements of Section 7.2.
High HOME Rent means a rent amount that is the lesser of(i)the HUD-established Fair Market
Rent for existing comparable housing units in the area, or (ii) 30% of the adjusted income of a
family whose annual income equals 65% of AMI with adjustment for the bedroom size of the
housing unit. High Home Rent may not exceed the maximum rent limitations set by HUD minus
utility allowances as more particularly described in Section 7.5.4.
HOME means the HOME Investment Partnerships Program.
HOME Eligible Household means a household whose annual income adjusted for family size
does not exceed 80% of AMI using the most current HUD Income Guidelines and Technical
Guidance for Determining Income and Allowances. The definition of annual income to
determine tenant income eligibility shall be the definition at 24 CFR Part 5.609, as amended
from time to time.
HOME Funds means the HOME Program grant funds supplied by City to Developer under the
terms of this Contract.
HOME Regulations means the HOME Investment Partnerships Program Final Rule at 24 CFR
Part 92 et seq.
HOME Unit means a housing unit subject to the HOME Regulations leased to a HOME Eligible
Household at Affordable Rent for the duration of the Affordability Period as further described in
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Exhibit "A" — Project Summary. The HOME Units can be designated as either High and/or
Low HOME units. The HOME Units are floating.
This project contains 13 Home Units. Of these HOME Units, 8 are one-bedroom units
and 5 are two-bedroom units.
Housing Tax Credits means the federal housing tax credits allocated by the Texas Department
of Housing and Community Affairs under Section 42(h) of the Internal Revenue Code of 1986,
as amended.
HUD means the United States Department of Housing and Urban Development.
IDIS means Integrated Disbursement Information System, HUD's project tracking system.
Investor means the entity purchasing the housing tax credits, and any successors and assigns.
Loan means the HOME Funds provided to Developer by City under the terms of this Contract as
more particularly described in the Loan Documents.
Loan Documents means security instruments which Developer or any other party has executed
and delivered to City including without limitation, the 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 under this Contract and further evidencing,
securing, or guaranteeing Developer's performance of the Affordability Requirements during the
Affordability Period, as the same may from time to time be extended, amended, restated,
supplemented or otherwise modified.
Low HOME Eligible Tenant means a tenant whose annual income adjusted for family size does
not exceed 50% of AMI set by HUD. Tenant income must be verified using the most current
HUD Income Guidelines and Technical Guidance for Determining Income and Allowances
subject to Section 7.2 of this Contract.
Low HOME Rent means a rent amount that is no more than 30% of the annual income of a
family at 50% of AMI adjusted for family size. Low Home Rent may not exceed the maximum
rent limitations established by HUD minus utility allowances as more particularly described in
Section 7.5.4.
Low HOME Unit means a unit that must be leased to Low HOME Eligible Tenant for Low
HOME Rent. Low HOME Units can float among units that are materially similar in number of
bedrooms, square footage, and amenities; however, if the units are not materially similar, then
the Low HOME units must be fixed. If there are more than 5 HOME Units, then 20% of the
total HOME units must be designated as Low.
This project contains 3 Low HOME Units. Of these Low HOME Units, 2 are one-
bedroom units and 1 is a two-bedroom unit.
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Neighborhood Services Department means the City's Neighborhood Services Department.
Permanent Supportive Housing Program or PSH Program means the combination of
dedicated PSH Units and the accompanying supportive services provided by the Supportive
Services Provider to the tenants of the PSH Units as further described in Exhibit "M" —
Requirements For Permanent Supportive Housing Units.
Permanent Supportive Housing Tenant means a tenant of the PSH Units.
Permanent Supportive Housing Unit or PSH Unit means a housing unit for which supportive
services are provided to assist homeless persons with disabilities to live independently as further
described in Exhibit"M"—Requirements For Permanent Supportive Housing Units.
This project contains 14 PSH Units.
Plans means the plans and specifications related to the Required Improvements prepared by the
Developer's architect which have been delivered to and then reviewed and approved by City on
or before the Effective Date, and any and all amendments thereto approved by City.
Promissory Note means any note in the amount of the HOME Funds executed by Developer
payable to the order of City, as the same may be extended, amended, restated, supplemented or
otherwise modified. The Parties agree to the use of a Promissory Note in substantially the form
attached as Exhibit "E"—Loan Documents.
Property means the land on which the Required Improvements shall be constructed as more
particularly described in and encumbered by the Ground Lease, the Deed of Trust and the Deed
Restrictions.
Required Improvements or the project means all the improvements for a 272-unit affordable
multifamily rental housing project for seniors age 55 years and older to be constructed on the
Property, together with all fixtures, tenant improvements and appurtenances now or later to be
located on the Property and/or in such improvements. The Required Improvements are
commonly known as the Sphinx at Sierra Vista Senior Villas. The current address for the project
is 2942 South Riverside Drive, Fort Worth, Texas 76119.
Reimbursement Request means all reports and other documentation described in Section 10.
Section 504 requirements means the requirements of Section 504 of the Rehabilitation Act of
1973 to provide accessible housing to persons with disabilities. Section 504 requires that 5% of
the units (but not less than 1 unit) in a newly constructed multifamily project must be accessible
to individuals with mobility impairments, and an additional 2% of the units (but not less than 1
unit)must be accessible to individuals with sensory impairments.
Subordination Agreement means the Subordination Agreement among Developer's
construction and permanent financing lenders, Developer and City outlining the relative
priorities of the construction and permanent loans and the City's Loan for the project.
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Supportive Services Provider or SSP means the service provider retained by FWHFC at its cost
to provide supportive services to the PSH Tenants as further described in Exhibit "M" —
Requirements For Permanent Supportive Housing Units.
TDHCA means the Texas Department of Housing and Community Affairs.
Tenant Documentation means any documentation allowed under the definition of annual
income in 24 CFR Part 5.609 sufficient to show that a tenant is a HOME Eligible Household.
Documentation may include but is not limited to copies of paychecks, Social Security and
disability verification letters, interest or rental income statements, retirement income statements,
child support and alimony verification, unemployment benefit letters, and the like for initial
tenant income eligibility verifications, and the tenant income verification required every 01 year
of the Affordability Period. Documentation for tenant income eligibility verifications for other
than the initial lease and the 6`year of the Affordability Period shall be a City-approved income
self-certification form.
3. TERM AND EXTENSION.
3.1 Term of Contract.
The term of this Contract commences on the Effective Date and ends at the termination
of the Affordability Period unless earlier terminated as provided in this Contract. All provisions
relating to completion of the Required Improvements terminate in 3 years unless earlier
terminated as provided in this Contract or extended as provided in Section 3.2. All provisions
relating to the HOME Program,the HOME Regulations and the HOME Units shall remain in full
force and effect until the end of the Affordability Period.
3.2 Extension of Contract.
This provisions in this Contract relating to completion of the Required Improvements
may be extended for 2 one-year extensions upon Developer submitting a request for an extension
in writing at least 60 days prior to the end of the initial 3 year period described in Section 3.1, or
the end of the first one-year extension. The first one-year extension request shall be granted
upon the written request of Developer. The second one-year extension request shall include the
reasons for the extension, Developer's anticipated budget, construction schedule and goals for
the additional time. It is specifically understood that it is within City's reasonable discretion
whether to approve or deny Developer's request for a second one-year extension to complete the
Required Improvements. Any such extension shall be in the form of an amendment to this
Contract.
3.3 Term of Loan.
The term of the Loan shall commence on the date of the Promissory Note and ends on the
termination of the Affordability Period, so long as the terms and conditions of this Contract and
the Loan Documents have been met.
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4. DUTIES AND RESPONSIBILITIES OF CITY.
4.1 Provide HOME Funds.
City shall provide up to $1,100,000.00 of HOME Funds in the form of the Loan for part
of the cost of acquisition of the Property and construction of the Required Improvements, under
the terms and conditions of this Contract and the Loan Documents.
4.2 City Will Monitor.
City will monitor the activities and performance of Developer and any of its contractors,
subcontractors or vendors throughout the Affordability Period, but no less than annually as
required by 24 CFR Part 92.504.
5. DUTIES AND RESPONSIBILITIES OF DEVELOPER.
5.1 Construction of Required Improvements.
Developer shall complete the construction of the Required Improvements as described in
Exhibit "A"—Project Summary in accordance with the Plans, the schedule set forth in Exhibit
"C" - Construction and Reimbursement Schedule, and the terms and conditions of this
Contract.
5.1.1 Written Cost Estimates, Construction Contracts and Construction
Documents.
Developer shall submit any written cost estimates, construction contracts and
construction documents (collectively, the "Construction Documents")to City to 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 and
approve written cost estimates for the construction of the Required Improvements to determine
that such costs are reasonable prior to the commencement of construction. In the event City in
its reasonable 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 Costs in Compliance with HOME Regulations and Contract.
Developer shall be reimbursed for eligible project costs with HOME Funds only if City
determines in its sole discretion that:
5.2.1.1 Costs are eligible expenditures in accordance with the HOME
Regulations.
5.2.1.2 Costs are in compliance with this Contract and are reasonable and
consistent with industry norms.
5.2.1.3 Complete Documentation, as applicable, is submitted by Developer.
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5.2.2 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 HOME Funds 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
5.2.1, Exhibit"A—Project Summary, and shall not increase the total amount of HOME Funds.
5.2.3 Change in Budget.
5.2.3.1 Developer will notify City promptly of any additional funds it receives
for construction of the project, and City reserves the right to amend
this Contract in such instances to ensure compliance with HUD
regulations governing cost allocation.
5.2.3.2 Developer agrees to utilize the HOME Funds to supplement rather
than supplant funds otherwise available for the project.
5.3 Payment of HOME Funds to Developer.
HOME Funds will be disbursed to Developer upon City's approval of Developer's
Reimbursement Requests, including submission of Complete Documentation to City in
compliance with Section 10. As more particularly described in the HOME Funds Budget and
in Exhibit "C" - Construction and Reimbursement Schedule, City will hold back$50,000.00
of the HOME Funds until City verifies that the first HOME Unit has been leased to a HOME
Eligible Household. It is expressly agreed by the Parties that any HOME Funds not reimbursed
to Developer shall remain with City.
5.4 Identify Proiect Expenses Paid with HOME Funds.
Developer will keep accounts and records in such a manner that City may readily identify
and account for project 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 days of Completion, 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 been
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 and Developer's Performance.
To secure City's interest in the Required Improvements and the performance of
Developer's obligations hereunder, Developer shall execute the Deed Restriction and the Loan
Documents, and record the Deed of Trust and Deed Restriction encumbering the Property at the
earlier of(i) the acquisition of the Property, or (ii) the closing of Developer's construction loan.
No HOME Funds will be paid or reimbursed until the Deed of Trust and the Deed Restriction are
recorded. The City's interest in preserving the affordability of the HOME Units, in accordance
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with the requirements of the HOME Regulations, will be secured by the Deed Restriction, and
will be additionally secured by the Declaration of Land Use Restrictive Covenants ("LURA")
established and enforced by TDHCA for the Housing Tax Credits. The TDHCA's LURA shall
restrict the project and Property to certain occupancy and rent requirements for a period of 30
years.
5.6.1 Loan Terms and Conditions.
Developer will be required to:
5.6.1.1 Execute and deliver the Deed Restriction, 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 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 an estimated settlement statement from the title
company at least 3 business days before closing.
5.6.1.5 Ensure City's lien is subordinate only to the senior indebtedness
described in the Subordination Agreement. City must approve in
writing any secured financing for the project 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 Interest on the Loan shall accrue at 1% per annum during the
construction period. Beginning on the date of Conversion, interest
shall accrue on the Loan at the lesser of the Long Term Applicable
Federal Rate or 1% per annum. Interest shall accrue only from the
date funds are advanced. Principal and accrued interest shall be due
and payable in equal annual installments based on a 35 year
amortization schedule beginning 12 months after conversion and
continuing annually thereafter on the anniversary date of the first
payment until the Final Payment Date in the Promissory Note, which
shall be the maturity date of Developer's permanent loan. Payments of
principal and interest are only payable from net cash flow as defined in
Developer's Amended and Restated Limited Partnership Agreement
(the "Partnership Agreement"). Principal and interest to the extent
not paid from net cash flow shall be paid from subsequent year's net
cash flow until the Final Payment Date when the entire unpaid
principal and accrued interest will be due in full. Payments will be
applied first to accrued interest and the remainder to reduction of
principal.
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5.6.1.8 In addition to the Deed Restriction, the terms of the Loan pertaining to
performance of the Affordability Requirements shall remain in effect
after the Final Payment Date for the remainder of the Affordability
Period to secure Developer's performance of the Affordability
Requirements and all provisions of this Contract pertaining to the
HOME Program.
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 Affordability Requirements and other HOME
requirements. The Deed of Trust shall secure both repayment of the
HOME Funds and performance by Developer of its obligations under
this Contract during the Affordability Period.
5.6.1.10 Except for permanent loan conversion with Developer's permanent
lender, refinancing by Developer or any subordinate financing other
than that approved herein or otherwise by City, shall require the
review and prior written approval of City for the purpose of ensuring
compliance with the underwriting and subsidy layering requirements
of the HOME Regulations, which approval shall not be unreasonably
withheld, conditioned or delayed.
5.6.1.12 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 Affordability Requirements.
Developer shall ensure that the HOME Units shall be occupied by HOME Eligible
Households throughout the Affordability Period as required by the HOME Regulations.
Developer must notify the City in writing within 30 days of either of the following occurrences:
(i) a HOME Unit is occupied by a tenant who is not a HOME Eligible Household, or (ii) a
HOME Unit remains vacant for more than 90 days. In the event that a HOME Unit is occupied
by a tenant who is not a HOME Eligible Household, Developer shall have 30 days to determine
if a market rate tenant qualifies as a HOME Eligible Household or fill an empty market rate unit
with a HOME Eligible Household. If either (i) or (ii) takes place and is not cured within the
time limits described in this Section, then Developer shall pay to City 10% of the Loan
amount as liquidated damages. The Parties agree that City's actual damages in the event
of either (i) or (ii) happening and remaining uncured are uncertain and would be difficult
to ascertain and may include a finding by HUD, a repayment of funds to HUD by City or
otherwise impact the City's HOME grant or other federal grant funds. Therefore, the
Parties agree that payment under this Section of 10% of the Loan amount by Developer to
City is liquidated damages and not a penalty.
5.8 Deed Restriction.
Developer shall execute and deliver the Deed Restriction, which shall secure the
Affordability Requirements for the Affordability Period, as required by HUD Regulations. Early
repayment of the Loan shall not relieve Developer of its obligations under the Deed Restriction,
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this Contract or the HOME Regulations including but not limited to the Affordability
Requirements and other HOME requirements.
5.9 Affordability Requirements Survive Transfer.
The HOME Units must remain affordable without regard to the term of any mortgage or
transfer of ownership, pursuant to the terms of the Loan Documents the Deed Restriction, or any
other mechanism provided by HUD. Subject to the Subordination Agreement, any sale or
transfer of the project during the Affordability Period, excluding a transfer due to condemnation
or to obtain utility services, may at City's sole discretion require the repayment of the HOME
Funds unless the new owner or transferee affirmatively assumes in writing the obligations
established hereunder for the HOME Units for whatever time remains of the Affordability
Period. Failure of the new owner or transferee to promptly assume all of Developer's obligations
under this Contract, the Loan Documents, and/or the Deed Restriction will result in immediate
termination of this Contract and any HOME 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 or the Deed Restriction if the new owner or transferee fails to assume
Developer's obligations to maintain the Affordability Requirements throughout the Affordability
Period.
6. CONSTRUCTION.
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 ( as it may be modified in accordance with Section 14.19) or the
Completion Deadline shall be an event of default. Subject to Section 14.19, Developer may not
change the Construction Schedule without the Director's prior written approval, which
approval shall be in the Director's reasonable discretion.
6.1.1 Construction Inspections.
City will conduct progress and final inspections of construction of the project to ensure
that the work is done in accordance with the applicable building codes and the Construction
Documents. The construction of the project must pass a Neighborhood Services Department
Minimal Acceptable Standard Inspection report, a HUD Compliance Inspection Report and any
other applicable HUD-required inspections during the construction period, along with any
applicable final inspection approval from the City building inspectors at the completion of the
construction of the project.
6.2 Applicable Laws, Building Codes and Ordinances.
The Plans and construction for the Required Improvements 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 construction,must conform to the Model Energy Code published
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by the Council of American Building Officials; and(v) must pass a HUD Compliance Inspection
Report and inspection by City's Neighborhood Services Department inspectors.
6.3 Property Standards During Construction.
Developer shall comply with the following as applicable during the construction of the
Required Improvements: (i) the Property Standards in 24 CFR Part 92.251(a), (ii) accessibility
standards under 24 CFR Part 92.25 1(a)(2)(i), (iii) any City property standards, and (iv) all other
applicable accessibility standards for the project.
6.4 Lead-Based Paint Requirements.
Developer will comply with any applicable Federal lead-based paint requirements
including lead screening in buildings built prior to 1978 in accordance with 24 CFR Part 92.355
and 24 CFR Part 35, subparts A, B, 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 and Specifications 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 contractors or subcontractors, or their
respective officers, agents, employees and lower tier subcontractors, for the accuracy or the
competency of the Plans or the Construction Documents, including, but not limited to, any
related investigations, surveys, designs, working drawings and specifications or other
documents; or (ii) an assumption of any responsibility or liability by City for any negligent act,
error or omission in the conduct or preparation of any investigation, surveys, designs, working
drawings and specifications or other documents by Developer or any of its architects, contractors
or subcontractors, and their respective officers, agents, employees and lower tier subcontractors.
6.6 Contractor, Subcontractor and Vendor Requirements.
Developer 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
Required Improvements and the operation of the project when applicable. Developer shall
ensure that all contractors utilized by Developer, subcontractors utilized by Developer's general
contractor in the construction of the Required Improvements, or vendors utilized by Developer in
the operation of the project are not debarred or suspended from performing the contractor's,
subcontractor's or vendor's work by the City, the State of Texas, or the Federal government. For
purposes of this Contract, the term "vendors" does not include suppliers or materialmen.
Developer acknowledges that 2 CFR Part 200 forbids Developer from hiring or continuing
to employ any contractor, subcontractor or vendor that is listed on the Federal 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 contractor shall immediately cause such contractor, subcontractor or vendor to
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immediately stop work on the project and Developer shall not be reimbursed for any work
performed by such contractor, subcontractor or vendor. However, this Section should not be
construed to be an assumption of any responsibility or liability by 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 the length of the
Affordability Period.
6.7 Furnish Complete Set of"As Built" Plans.
Developer shall furnish City a complete set of "as built" or marked-up plans for the
project at completion of construction after all final approvals have been obtained.
6.8 Broadband Infrastructure Requirements.
In compliance with the requirements of 24 CFR Part 5.100, Developer shall provide for
the installation of broadband infrastructure, to include cables, fiber optics, wiring, or other
permanent infrastructure, including wireless infrastructure, that is capable of providing access to
Internet connections in individual housing units, and that meets the definition of "advanced
telecommunications capability" determined by the Federal Communications Commission
under Section 706 of the Telecommunications Act of 1996 (47 U.S.C. 1302).
7. TENANT AND LEASE REQUIRMENTS; PROPERTY STANDARDS DURING
AFFORDABILITY PERIOD.
7.1 Income Eligibility.
Developer must use the definition of annual income used by 24 CFR 5.609 to establish
tenant income eligibility. Developer shall use the most current HUD Income Guidelines.
Developer shall maintain Tenant Documentation sufficient to show that the HOME Units are
occupied by HOME Eligible Households. This Section shall survive the earlier termination
or expiration of this Contract and be applicable for the length of the Affordability Period.
7.2 Income Verification.
7.2.1 Developer must verify that all tenants of HOME Units are HOME Eligible
Households with full Tenant Documentation at the time the initial lease for a HOME Unit is
executed. Tenants must certify the number of people in tenant's household along with such
person's names and ages. Developer shall obtain financial information on all members of a
tenant's household.
7.2.2 Developer must verify the income of the tenants of the HOME Units annually
after the initial lease is executed, but may use a City-approved tenant self-certification form as
Tenant Documentation. Notwithstanding the foregoing, Developer must verify the income
eligibility of all HOME Eligible Households with full Tenant Documentation every 6th year
of the Affordability Period.
7.2.3 Developer must maintain copies of Tenant Documentation as required under this
Contract.
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7.2.4 City will review Tenant Documentation during the Affordability Period as part of
its monitoring.
7.3 Tenant Lease.
7.3.1 Developer shall submit to City the form of its tenant lease prior to leasing any
HOME Unit. Such lease shall comply with the provisions of 24 CFR Part 92.253 regarding the
following issues:
7.3.1.1 Length of lease term shall not exceed 2 years and may not be shorter
than 1 year for the initial lease term. If the lease is renewed,tenant and
landlord may agree to a longer or shorter term.
7.3.1.2 Lease may not include agreement by tenant to allow landlord to take,
hold or sell tenant's personal property without notice and a court
decision on the rights of the parties.
7.3.1.3 Lease may not include agreement by the tenant to excuse owner or
owner's agents from responsibility for any action or failure to act,
whether intentional or negligent acts.
7.3.1.4 Lease may not authorize landlord to institute a lawsuit without notice
to the tenant.
7.3.1.5 Lease may not include agreement by tenant to waive a jury trial or
right of appeal.
7.3.1.6 Lease may not include an agreement by tenant to pay legal costs of
court proceeding even if the tenant prevails in those proceedings
regardless of outcome.
7.3.1.7 Lease may not include an agreement by the tenant to be sued, to admit
guilt or to a judgment in favor of the owner in a lawsuit brought in
connection with the lease.
7.3.1.8 Lease may not include an agreement by the tenant that the owner may
evict the tenant or household members without instituting civil court
proceedings in which the tenant has the opportunity to present a
defense, or before a court decision on the rights of the parties.
7.3.1.9 Lease may not include an agreement by the tenant to waive the
tenant's right to appeal or otherwise challenge in court a court decision
in connection with the lease.
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7.3.1.10 Lease may not include an agreement by the tenant to accept supportive
services that are offered.
7.3.2 Termination of Tenancy of HOME Units.
Developer may not terminate the tenancy of a HOME Eligible Household in a HOME
Unit except for serious or repeated violation of the terms and conditions of the lease; for
violation of applicable federal, state or local laws; or for other good cause. Good cause does not
include an increase in the income of the HOME Eligible Household. To terminate or refuse to
renew the tenancy, Developer must serve written notice upon the tenant specifying the grounds
for the action at least 30 days before the termination of tenancy.
7.3.3 Revised Lease Forms.
Developer shall provide City copies of revised lease forms within 30 days of any change
to its lease form. All changes to Developer's lease form shall comply with the requirement of
Section 7.3.1.
7.4 Tenant Household Characteristics.
7.4.1 Developer shall provide City with the information about the household
characteristics of the first tenant renting a HOME Unit on Exhibit "G" — Project Compliance
Report: Rental Housing.
7.4.2 At City's request, Developer shall provide demographic information on all tenants
in the project in order to show compliance with Section 7.7 during the Affordability Period.
7.5 Tenant Rent.
7.5.1 Rents charged to tenants of the HOME Units are subject to 24 CFR 92.252 (a) and
(b) and are subject to review and approval by City at initial lease up and prior to any rent
increases. Under no circumstances may the maximum rent charged to tenants of HOME Units
exceed the High Home Rent minus utility allowances (excluding telephone). Developer agrees
to abide by HUD-approved schedules of HOME rent levels.
7.5.2 City shall provide Developer with information on updated HOME rent limits so
that rents may be adjusted (not to exceed the maximum HOME rent limits). Developer shall
provide City annually with information on rents and occupancy of the HOME Units to
demonstrate compliance with 24 CFR Part 92.252 (a) and (b). City shall review the rents for
compliance and approve or disapprove them every year.
7.5.3 Any increase in rents for the HOME Units is subject to the provisions of any
outstanding leases for said units. Developer shall provide tenants of the HOME Units with not
less than 30 days prior written notice before implementing any increase in rents.
7.5.4 City shall adopt utility allowances in accordance with HOME Regulations and
HUD guidance. Such allowances shall be updated regularly, and shall be furnished to
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Developer. Developer shall adjust tenant rents accordingly in compliance with HOME
Regulations.
7.6 Tenant Selection.
Within 120 days prior to commencement of initial lease up, Developer must submit to
City for City's approval Developer's tenant selection policy and criteria that address the
following:
7.6.1 The tenant selection policy must be consistent with the purpose of providing
housing for very low and low income persons.
7.6.2 The tenant selection policy must provide for:
7.6.2.1 Selection of tenants from a written waiting list in the chronological
order of their application, insofar as is practicable;
7.6.2.2 Prompt written notification to any rejected applicant of the grounds for
such rejection; and
7.6.2.3 Bi-lingual leasing and management assistance.
7.6.3 Holders of rental assistance subsidies (such as HUD's Housing Choice Voucher
or similar subsidy)must not be excluded from renting a unit in the project.
7.6.4 The tenant selection policy must address non-discrimination and affirmative
marketing as discussed in Section 7.7.
7.6.5 Developer must market Accessible Units in the following order:
7.6.5.1 Within the project to persons requiring an accessible unit.
7.6.5.2 To persons on the waiting list requiring an accessible unit.
7.6.5.3 To the general community for persons requiring accessible unit.
7.6.5.4 To persons that do not require an accessible unit.
7.6.6 The tenant selection policy must (i) address the lease requirements described in
Section 7.3, (ii) address managing HOME Unit requirements, and (iii) must comply with state
and local tenant/landlord laws.
7.7 Affirmative Marketing.
Developer must adopt and implement affirmative marketing procedures as required by 24
CFR 92.351 if the project involves the construction of 5 or more HOME Units. The procedures
and requirements must include methods for informing the public, owners and potential tenants
about fair housing laws and policies so as to ensure that all individuals are given an equal
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opportunity to participate in the project without regard to sex, age, race, color, creed, nationality,
national origin, religion, handicap status, disability, familial status, sexual orientation, gender
identity, gender expression or transgender. The procedures shall include methods to be used by
Developer to inform and solicit applications for tenancy from person in the housing market area
who are not likely to apply for the housing without special outreach (e.g., through the use of
community organizations, places of worship, employment centers, fair housing groups, or
housing counseling agencies.) The procedures and requirements must designate an individual
who will be responsible for marketing the project and must establish a clear application
screening plan. Developer's affirmative marketing procedures must be submitted to City for
approval prior to implementation; provided however, City shall have no responsibility for
affirmative marketing of the project.
7.7.1 Developer shall keep records describing actions taken to affirmatively market the
HOME Units and the project sufficient to enable City to assess the results of the affirmative
marketing.
7.8 Property Inspections During Initial Lease-Up of HOME Units; Annual
Inspections of HOME Units.
City shall inspect units in the project before they are placed into service. City shall
inspect the HOME Units prior to a HOME Eligible Household occupying such unit to ensure that
each HOME Unit meets the appropriate HOME standards. Thereafter, City will inspect the
HOME Units annually.
7.9 Proiect Maintenance and Inspections During Affordability Period.
Developer shall ensure that the project is maintained in accordance with all applicable
HUD property standards for the duration of the Affordability Period, which at a minimum shall
be those property standards required in 24 CFR Part 92. City will verify maintenance of the
project to these standards through on-site inspections every year.
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 cannot be incurred until City has conducted and
completed an environmental review and completed an Environmental Review Record as required
by 24 CFR Part 58. The environmental review may result in a decision to proceed with, modify,
or cancel the project. Further, Developer will not undertake or commit any funds to physical or
choice limiting actions, including if applicable, property acquisition, demolition, movement,
rehabilitation, conversion, repair or construction prior to the environmental clearance. Any
violation of this Section will (i) cause this Contract to terminate immediately; (ii) require
Developer to repay to City any HOME Funds received and forfeit any future payments of
HOME Funds; and (iii) Developer must pay 10% of the HOME Funds to City as liquidated
damages. The Parties agree that City's actual damages in the event of Developer violating
this Section are uncertain and would be difficult to ascertain and may include a finding by
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HUD, a repayment of funds to HUD by City or otherwise impact the City's HOME grant
or other Federal grant funds. Therefore, the Parties agree that payment of 10% of the
Loan amount by Developer to City under this Section is liquidated damages and not a
penalty.
8.1.1 Mitigation.
Developer must take the mitigation actions outlined in Exhibit "A-2" —Environmental
Mitigation Actions. Failure to complete the required mitigation action is an event of
default under this Contract.
8.2 Contract Not Constituting Commitment of Funds.
Notwithstanding any provision of this Contract, the Parties agree and acknowledge that
this Contract does not constitute a commitment of HOME Funds, and that such commitment or
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
during the Affordability Period. Developer will provide reports and access to project files as
requested by City during the Affordability Period and for 5 years after it ends.
8.3.2 Representatives of City, HUD, HUD Office of the Inspector General, and the
United States Comptroller General shall have access during regular business hours, upon at least
48 hours prior notice, to Developer's offices and records and to Developer's officers and agents
that are related to the use of the HOME Funds and the requirements of the HOME Regulations
during the Affordability Period, and to Developer's officers, agents, employees, contractors,
subcontractors and vendors for the purpose of such monitoring
8.3.3 In addition to other provisions of this Contract regarding frequency of monitoring,
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. After each monitoring visit, City
shall provide Developer with a written report of the monitor's findings. If the monitoring report
notes deficiencies in Developer's performance, the report shall include requirements for the
timely correction of said deficiencies by Developer. Failure by Developer to take the action
specified in the monitoring report may be cause for suspension or termination of this Contract as
provided herein, or City may take all actions allowed in the Loan Documents.
8.3.4 Developer shall annually provide to City the results of any state or federal
monitoring related to the project including any monitoring by TDHCA. Such results shall be
submitted annually to City with the submission of its annual audit and financial statements.
8.3.5 This Section 8.3 shall be applicable for the duration of the Affordability
Period and shall survive the earlier termination or expiration of this Contract.
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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
establish written procurement procedures to ensure that materials and services are obtained in a
cost effective manner
8.7 Cost Principles/Cost Reasonableness.
The eligibility of costs incurred for performance rendered shall be determined in
accordance 2 CFR Part 200.402 through 2 CFR Part 200.405, as applicable, regarding cost
reasonableness and allocability.
8.8 Financial 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:
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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;
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 paid with HOME Funds or who perform any work in connection with the project.
Developer shall cause all applicable provisions of this Contract to be included in and made a part
of any contract or subcontract executed in the performance of its obligations hereunder,
including its obligations regarding the Affordability Requirements and the HOME Regulations
during the Affordability Period. Developer shall monitor the services and work performed by its
contractors, subcontractors and vendors on a regular basis for compliance with the Affordability
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.
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 the length of the Affordability Period and
for 5 years thereafter.
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8.14 Payment and Performance Bonds.
Subject to the requirements of 2 CFR Part 200.325, 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 $1,100,000.00. At City's discretion, other forms of
assurance may be acceptable so long as they meet the requirements of the HOME Regulations
and the federal interest is adequately protected.
9. RECORD KEEPING, REPORTING AND DOCUMENTATION
REQUIREMENTS, RIGHT TO AUDIT.
9.1 Record Keeping.
Developer shall maintain a record-keeping system as part of its performance of this
Contract and shall promptly provide City with copies of any 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 as well as all Tenant Documentation.
Developer will maintain all records and documentation related to this Contract for 5 years after
the end of the Affordability Period. If any claim, litigation, or audit related to this Contract or
the project is initiated before the expiration of the 5 year period, the relevant records and
documentation must be retained until all such claims, litigation or audits have been resolved.
9.1.2 Access to Records.
City representatives and HUD and any duly authorized officials of the federal
government will have full access to, and the right to examine, audit, excerpt and/or transcribe
any of Developer's records pertaining to all matters covered by this Contract throughout the
Affordability Period and for 5 years thereafter. Such access shall be during regular business
hours upon at least 48 hours 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
termination of the Loan in such form and within such times as City may prescribe. Failure to
submit any report or documentation to City required by this Contract shall be an event of
default and City may exercise all of it remedies for default under this Contract and Loan
Documents. City shall not exercise its rights hereunder for default until its gives Developer 30
days' notice of such failure and Developer has failed to cure such default.
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 reasonable
discretion. City will notify Developer in writing at least 30 days prior to the effective date of
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such change, and the Parties shall execute an amendment to the 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 and during the Affordability Period and for 5 years
thereafter, 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 and/or other contract(s) with Developer. IF AS A RESULT
OF ANY AUDIT IT IS DETERMINED THAT DEVELOPER HAS FALSIFIED ANY
DOCUMENTATION OR MISUSED, MISAPPLIED OR MISAPPROPRIATED HOME
FUNDS OR SPENT HOME 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 REQUIREMENTS.
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:
10.2.1 Invoices for each expense with an explanation as to how the expense pertains
to the project, if necessary; and
10.2.2 Proof that each expense was paid by Developer, which proof can be satisfied
by cancelled checks, wire transfer documentation, paid receipts or other appropriate banking
documentation.
10.3. Deadline for Submitting Reimbursement Requests.
All Reimbursement Requests along with Complete Documentation shall be submitted by
Developer to City within 60 calendar days from each of the deadlines as shown in Exhibit "C"—
Construction and Reimbursement Schedule.
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10.3.12 CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT ON
ANY REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 60 DAYS OF
THE DEADLINES SHOWN IN EXHIBIT "C" — CONSTRUCTION AND
REIMBURSEMENT SCHEDULE. In addition, Developer's failure to timely submit
Reimbursement Requests and Complete Documentation along with any required reports
shall be an event of default.
10.3.2 CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT ON
ANY REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 30
CALENDAR DAYS OF THE COMPLETION DEADLINE.
10.3.3 Final Payment.
Developer shall not be reimbursed for Final Payment until it submits Exhibit"G"—Project
Compliance Report: Rental Housing to City.
10.4 Withholding Payment.
CITY SHALL WITHHOLD PAYMENT ON ANY REIMBURSEMENT REQUEST
THAT DOES NOT INCLUDE THE REQUIRED COMPLETE DOCUMENTATION.
11. DEFAULT AND TERMINATION.
11.1 Failure to Begin or Complete the Required Improvements
11.1.1 If Developer fails to begin construction within 9 months of the Effective Date,
this Contract shall automatically terminate without further warning 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 (as may be modified in accordance with Section 14.19) or have failed to
pass any of the inspections described in Section 6.1.1 (or to promptly correct any noted
deficiency and subsequently pass such inspection), within 30 calendar days following written
notice by City (or such other longer notice period as may be specified herein), or if Developer
has diligently and continuously attempted to cure following receipt of such written notice but
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 terminate this Contract with no penalty or liability
to City, with such termination to be effective immediately upon written notice. City shall also be
entitled to demand repayment of the HOME Funds 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 all applicable Complete Documentation during
construction of the Required Improvements in accordance with Exhibit "C" — Construction
and Reimbursement Schedule, or if any report or documentation submitted as part of Complete
Documentation is not in compliance with this Contract or the HOME Regulations as determined
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by City, City will notify Developer in writing and the Developer will have 15 calendar days from
the date of the written notice to submit or resubmit any such report or documentation. If
Developer fails to submit or resubmit any such report or documentation within such time, City
shall have the right to withhold payments. If such failure continues for an additional 15 days (a
total of 30 days) City shall 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 report or documentation is 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, City will
notify Developer in writing of such default and the Developer will have 15 calendar days from
the date of the written notice to resubmit any such Reimbursement Request to cure the default. If
the 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 days (a total of 30 days) the City shall
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 3 instances of uncured default under Sections
11.2.1 or 11.2.2 which have a material adverse impact on the project, City reserves the
right at its sole option to terminate this Contract effective immediately upon written notice
of such intent with no penalty or liability to 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 Requests, reports
or documentation are.past due or are 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 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. For clarification, the defaults and related remedies set out in this
Section 11.2 are not intended to arise from mathematical errors or other minor defects in a
Reimbursement Request.
11.3 Failure to Submit Required Reports and Documentation During
Affordability Period.
If Developer fails to maintain all records and documentation as required in Section 9, or
fails to submit any report or documentation required by this Contract after the Required
Improvements are completed, or if the submitted report or documentation is not in compliance
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with this Contract or the HOME Regulations as determined by City, City will notify Developer
in writing and the Developer will have 30 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 11.3, any HOME
Funds paid to Developer must be repaid to City within 30 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.
11.4 In General.
11.4.1 Subject to Sections 11.1, 11.2 and 11.3, and unless specifically provided
otherwise in this Contract, Developer shall be in default if Developer breaches any term or
condition of this Contract or its obligations under the Ground Lease. In the event that such a
breach remains uncured after 30 calendar days following written notice by City (or such other
longer notice period as may be specified herein), or if Developer has diligently and continuously
attempted to cure following receipt of such written notice but 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.
11.4.2 City's remedies may include:
11.4.2.1 Direct Developer to prepare and follow a schedule of actions for
carrying out the affected activities, consisting of schedules,
timetables and milestones necessary to implement the affected
activities, including extending the Affordability Period.
11.4.2.2 Direct Developer to establish and follow a management plan that
assigns responsibilities for carrying out the remedial activities.
11.4.2.3 Cancel or revise activities likely to be affected by the performance
deficiency,before expending HOME Funds for the activities.
11.4.2.4 Reprogram HOME Funds that have not yet been expended from
affected activities to other eligible activities or withhold HOME
Funds.
11.4.2.5 Direct Developer to reimburse City in any amount of HOME
Funds not used in accordance with the HOME Regulations.
11.4.2.6 Suspend reimbursement of HOME Funds for affected activities.
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11.4.2.7 Any other appropriate action including but not limited to any
remedial action legally available such as declaratory judgment,
specific performance, damages, temporary or permanent
injunctions,termination of this Contract or any other contracts with
Developer, and any other available remedies.
11.4.3 In the event of termination under this Section 11.4, 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 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 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 City's satisfaction.
11.6 No Compensation After Date of Termination.
In the event of termination, Developer shall not receive any HOME Funds in
compensation for work undertaken after the date of termination.
11.7 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
remedy available to it under this Contract shall impair any such right or remedy or constitute a
waiver or acquiescence in any Developer default.
11.8 Waiver of Breach Not Waiver of Subsequent Breach.
The waiver of a breach of any term, covenant, or condition of this Contract or the Ground
Lease shall not operate as a waiver of any subsequent breach of the same or any other term,
covenant or condition hereof.
11.9 Civil, Criminal and Administrative Penalties.
Failure to perform all the Contract terms may result in civil, criminal or administrative
penalties, including, but not limited to those set out in this Contract.
11.10 Termination for Cause.
11.10.1 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
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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. DEVELOPER
ACKNOWLEDGES AND AGREES THAT IF CITY TERMINATES THIS CONTRACT
FOR CAUSE, NEITHER DEVELOPER NOR ANY AFFILIATES OF DEVELOPER
SHALL BE CONSIDERED FOR ANY OTHER CITY CONTRACT FOR HOME FUNDS
FOR A MINIMUM OF 5 YEARS FROM THE DATE OF TERMINATION. This
provision shall not apply to the Investor.
11.10.2 Developer may terminate this Contract if City does not provide the HOME
Funds substantially in accordance with this Contract. In such event, the termination of the
Contract shall have the effect of returning the Parties to their respective circumstances as existed
prior to the execution of this Contract, and no terms or obligations shall survive the date of
termination, including but not limited to,reporting, inspections or the Affordability Period.
11.10.3 A default by Developer under the Ground Lease will constitute a default under
this Contract subject to all of the remedies for default under this Contract and the Loan
Documents.
11.11 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:
11.11.1 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
11.11.2 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.
11.12 Dissolution of Developer Terminates Contract.
In the event Developer is dissolved or ceases to exist,this Contract shall terminate. 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.
11.13 Reversion of Assets.
In the event this Contract is terminated with or without cause, all tangible personal
property owned by Developer that was acquired or improved with the HOME Funds shall belong
to City and shall automatically transfer to City or to such assignees as City may designate.
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11.14 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.
11.15 Notice to Investor of Default.
City shall furnish Investor with notice of any default under this Contract.
12. REPAYMENT OF HOME FUNDS.
All HOME Funds are subject to repayment in the event the project does not meet the
requirements as set out in this Contract or in the HOME Regulations. 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. If Developer takes any
action that results in City receiving a finding from HUD about the project, whether or not
repayment to HUD is required of City,Developer agrees it will pay City 10% of the HOME
Funds as liquidated damages. The Parties agree that City's damages in the event of either
repayment to HUD being required or receiving a finding from HUD are uncertain and
would be difficult to ascertain and may include an impact on City's HOME grant or other
Federal grant funds, in addition to a finding by HUD or a repayment of funds to HUD by
City. Therefore, the Parties agree that payment under this Section of 10% of the Loan
amount by Developer to City is liquidated damages and not a penalty.
13. MATERIAL OWNERSHIP CHANGE.
Subject to the terms of the Deed of Trust, the Deed Restriction, and transfers in
accordance with Developer's Partnership Agreement, as may be amended and restated from time
to time to admit Investor or other partners, or otherwise with City consent, 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 days to make such determination after receipt of notice from
Developer and failure to make such determination in that time period will constitute a waiver. In
the event of termination 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 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,
members, agents, servants, employees, contractors, subcontractors, vendors, tenants, licensees or
invitees.
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14.2 Doctrine of Respondeat Superior.
The doctrine of respondeat superior shall 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, 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 tenants of a HOME-
funded property.
14.5 Venue.
Venue for any action, whether real or asserted, at law or in equity, arising out of the
execution, performance, attempted performance or non-performance of this Contract, shall lie in
Tarrant County, Texas.
14.6 Governing Law.
This Contract shall be governed by and construed in accordance with the laws of the
State of Texas. If any action, whether real or asserted, at law or in equity, arises out of the
execution, 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, Addendums and Attachments attached hereto,
which are incorporated by reference and made a part of this Contract for all purposes, constitute
the entire agreement by the Parties concerning the work and services to be performed under this
Contract. Any prior or contemporaneous oral or written agreement which purports to vary the
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terms of this Contract shall be void. Any amendments to the terms of this Contract must be in
writing and be executed by the Parties.
14.9 Paragraph Headings for Reference Only, No Legal Significance; Number.
The paragraph headings contained herein are for convenience in reference to this
Contract and are not intended to define or to limit the scope of any provision of this Contract.
When context requires, singular nouns and pronouns include the plural and the masculine gender
shall be deemed to include the feminine or neuter and the neuter gender to include the masculine
and feminine. The words "include" and "including" whenever used herein shall be deemed to be
followed by the words"without limitation".
14.10 Compliance With All Applicable Laws and Regulations.
Developer 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. These
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 etseq.)
➢ Executive Orders 11063, 11246 as amended by 11375 and 12086 and as
supplemented by Department of Labor regulations 41 CFR, Part 60
➢ The Age Discrimination in Employment Act of 1967
➢ The Age Discrimination Act of 1975 (42 U.S.C. Sections 6101 et seq.)
➢ The Uniform Relocation Assistance and Real Property Acquisition Policies Act of
1970 (42 U.S.C. Sections 4601 et seq. and 49 CFR Part 24) ("URA")
➢ Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. Sections 794 et seq.) and 24
CFR Part 8 where applicable
➢ National Environmental Policy Act of 1969, as amended, 42 U.S.C. sections 4321 et
seq. ("NEPA") and the related authorities listed in 24 CFR Part 58.
➢ The Clean Air Act, as amended, (42 U.S.C. Sections 1251 et seq.) and the Clean
Water Act of 1977, as amended (33 U.S.C. Sections 1251 et seq.), related Executive
Order 11738 and Environmental Protection Agency Regulations at 40 CFR Part 15.
In no event shall any amount of the assistance provided under this Contract be
utilized with respect to a facility that has given rise to a conviction under the Clean
Air Act or the Clean Water Act.
➢ Immigration Reform and Control Act of 1986 (8 U.S.C. Sections 1101 et seq.)
specifically including the provisions requiring employer verifications of legal status
of its employees
➢ The Americans with Disabilities Act of 1990 (42 U.S.C. Sections 12101 et seq.), the
Architectural Barriers Act of 1968 as amended (42 U.S.C. sections 4151 et seq.) and
the Uniform Federal Accessibility Standards, 24 CFR Part 40, Appendix A
➢ Regulations at 24 CFR Part 87 related to lobbying, including the requirement that
certifications and disclosures be obtained from all covered persons
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➢ Drug Free Workplace Act of 1988 (41 U.S.C. Sections 701 et seq.) and 24 CFR Part
23, Subpart F
➢ Executive Order 12549 and 24 CFR Part 5.105(c) pertaining to restrictions on
participation by ineligible, debarred or suspended persons or entities
➢ Regulations at 24 CFR Part 882.708(c) pertaining to site and neighborhood standards
for new construction projects
➢ Regulations at 24 CFR Part 983.6 for Site and Neighborhood Standards Review
➢ Section 6002 of the Solid Waste Disposal Act, as amended by the Resource
Conservation and Recovery Act
➢ Guidelines of the Environmental Protection Agency at 40 CFR Part 247
➢ For contracts and subgrants for construction or repair, Copeland"Anti-Kickback" Act
(18 U.S.C. 874) as supplemented in 29 CFR Part 5
➢ For construction contracts in excess of $2,000, and in excess of $2,500 for other
contracts which involve the employment of mechanics or laborers, Sections 103 and
107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327A 300) as
supplemented by 29 CFR Part 5
➢ Lead-Based Paint Poisoning Prevention Act (42 U.S.C. 4801 et seq.), as amended by
the Residential Lead-Based Paint Hazard Reduction Act of 1992 (42 U.S.C. 4851 et
seq.) and implementing regulations at 24 CFR Part 35, subparts A, B, M, and R
➢ Regulations at 24 CFR Part 92,Home Investment Partnerships Program Final Rule
➢ Uniform Administrative Requirements, Cost Principles, and Audit Requirements for
Federal Awards, 2 CFR Part 200 et seq.
➢ Federal Funding Accountability and Transparency Act of 2006, (Pub.L. 109-282, as
amended by Section 6205(a) of Pub.L. 110-252 and Section 3 of Pub.L. 113-101)
➢ Federal Whistleblower Regulations, 10 U.S.C. 2409,41 U.S.C. 4712, 10 U.S.C. 2324,
41 U.S.C. 4304 and 41 U.S.C. 4310
➢ Broadband Infrastructure Requirements, 24 CFR Part 5.100 and Section 706 of the
Telecommunications Act of 1996, 47 U.S.C. 1302
14.11 HUD-Assisted Proiects and 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 1968 as Amended (12 U.S.C. Sections 1701 et seg.)
and its Related Regulations 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 135.38 ("Section 3") requires that the following clause, shown in italics, be
inserted in all covered contracts ("Section 3 Clause"):
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Section to be quoted in covered contracts begins:
"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 U.S.C. section 1 701 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 filed: (1) after the contractor is selected but
before the contract is executed, and(2) with persons other than those to whom the
regulations of 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.
G. With respect to work performed in connection with Section 3 covered
Indian housing assistance, section 7(b) of the Indian Self-Determination and
Education Assistance Act (25 U.S.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
given to Indians, and (ii)preference in the award of contracts and subcontracts
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shall be given to Indian organizations and Indian-owned Economic Enterprises.
Parties to this contract that are subject to the provisions of Section 3 and Section
79b) agree to comply with Section 3 to the maximum extent feasible, but not in
derogation of compliance with Section 7(b). "
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, and all
applicants for employment by contractors and any
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subcontractors on a quarterly basis. This shall include name,
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 the City all contracts awarded by contractors and
any subcontractors 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, in the execution, performance or attempted performance of this Contract,
shall comply with all non-discrimination requirements of 24 CFR 92.350 and the ordinances
codified at Chapter 17, Article III, Division 4 —Fair Housing of the City Code. Developer may
not discriminate against any person because of race, color, sex, gender, religion, national origin,
familial status, disability or perceived disability, sexual orientation, gender identity, gender
expression, or transgender, nor will Developer permit its officers, members, agents, employees,
contractors,vendors or project participants to engage in such discrimination.
This Contract is made and entered into with reference specifically to the ordinances
codified at Chapter 17, Article III, Division 3 - Employment Practices of the City Code, and
Developer hereby covenants and agrees that Developer, its officers, members, agents, employees
and contractors, have fully complied with all provisions of same and that no employee, or
applicant for employment has been discriminated against under the terms of such ordinances by
either or its officers,members, agents, employees, contractors or vendors.
14.12.2 No Discrimination in 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 and vendors:
[Contractor'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 Vendor's Name] will take affirmative action to ensure that applicants
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are hired without regard to race, color, sex, gender, religion, national origin, familial
status, disability or perceived disability, sexual orientation, gender identity, gender
expression or transgender and that employees are treated fairly during employment
without regard to their race, color, sex, gender, religion, national origin, familial status,
disability or perceived disability, sexual orientation, gender identity, gender expression or
transgender. Such action shall include, but not be limited to, the following: employment,
upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or
termination, rates of pay or other forms of compensation, and selection for training,
including apprenticeship. [Contractor's, Subcontractor's or Vendor's 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.
[Contractor's, Subcontractor's or Vendor's Name]further covenants that neither it nor its
officers, members, agents, employees, contractors, or persons acting on their behalf,
shall specify, in solicitations or advertisements for employees to work on this Contract, a
maximum age limit for such employment unless the specified maximum age limit is
based upon a bona fide occupational qualification, retirement plan or statutory
requirement.
14.12.3 Developer's Contractors and ADA.
In accordance with the provisions of the Americans With Disabilities Act of 1990
("ADA"), Developer warrants that it will not unlawfully discriminate on the basis of disability in
the provision of services to the general public, nor in the availability, terms and/or conditions of
employment for applicants for employment with, or employees of Developer. DEVELOPER
WARRANTS IT WILL FULLY COMPLY WITH ADA'S PROVISIONS AND ANY
OTHER APPLICABLE FEDERAL, STATE AND LOCAL LAWS CONCERNING
DISABILITY AND WILL 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
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THE ABOVE-REFERENCED LAWS CONCERNING DISABILITY DISCRIMINATION
IN THE PERFORMANCE OF THIS CONTRACT.
14.13. Conflict of Interest and Violations of Criminal Law.
14.13.1 Developer Safeguards.
Developer shall establish safeguards to prohibit its employees, board members, advisors
and agents from using positions for a purpose that is or gives the appearance of being motivated
by a desire for private gain for themselves or others, particularly those with whom they have
family, business or other ties. Developer shall disclose to City any conflict of interest or
potential conflict of interest described above, immediately upon discovery of such.
14.13.2 General Prohibition Against Conflicts of Interest.
No persons who are employees, agents, consultants, officers or elected officials or
appointed officials of 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 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 C.F.R. Part 92.356.
14.13.2.1 Developer shall establish conflict of interest policies for Federal
Awards and shall provide such policies in writing to 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
HOME DEVELOPER RENTAL CONTRACT Rev.06/26/2018
Sphinx at Sierra Vista Senior Villas Page 37
insofar as those acts apply to the performance of this Contract. Developer agrees to comply with
the Copeland Anti-Kick Back Act(18 U.S.C. 874 et seq.) and its implementing regulations of the
United States Department of Labor at 29 CFR Part 5. Developer shall maintain documentation
that demonstrates compliance with hour and wage requirements of this Contract and HOME
Regulations. Such documentation shall be made available promptly to 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, in all such contracts subject to such regulations,
provisions meeting the requirements of this paragraph.
14.14.3 If Davis-Bacon is applicable, Developer shall provide 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 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.
HOME DEVELOPER RENTAL CONTRACT Rev.06/26/2018
Sphinx at Sierra Vista Senior Villas Page 38
14.15.3 In order to comply with the reporting requirements of 24 CFR Part 92.508
(a)(7)(ii), Developer must submit the form attached hereto as Exhibit "K" — Contract and
Subcontract Activity Reporting Form for each contract or subcontract with a value of$25,000
or more paid, or to be paid, with HOME funds. This form shall be submitted with the final
Reimbursement Request.
14.16 Other Laws.
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 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) any vendor contracts arising out of the operation of the project, and
(iii) any third party contracts to be paid with HOME Funds,prior to any charges being incurred.
14.19 Force Maieure
If Developer becomes unable, either in whole or part, to fulfill its obligations under this
Contract due to acts of God, strikes, lockouts, or other industrial disturbances, acts of public
enemies, wars, blockades, insurrections, riots, epidemics, earthquakes, fres, floods, restraints or
prohibitions by any court, board, department, commission or agency of the United States or of
any States, civil disturbances, or explosions, inclement weather, or some other reason beyond
Developer's control (collectively, "Force Majeure Event"), the obligations so affected by such
Force Majeure Event will be suspended only during the continuance of such event and the
completion date for such obligations shall be extended for a like period. Developer will give
City written notice of the existence, extent and nature of the Force Majeure Event as soon as
reasonably possible after the occurrence of the event. Failure to give notice will result in the
continuance of the 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 Affordability Requirements, auditing,
monitoring, tenant income eligibility, record keeping and reports, City ordinances, the provisions
of Section 6.6 pertaining to SAM, or any HOME requirements, and any default and enforcement
provisions necessary to enforce such provisions, shall survive the termination of this Contract for
the longer of (i) 5 years after the termination date of this Contract, or (ii) 5 years after the
HOME DEVELOPER RENTAL CONTRACT Rev.06/26/2018
Sphinx at Sierra Vista Senior Villas Page 39
termination of the Affordability Period unless a different survival period is specifically set forth
herein, and shall be enforceable by City against Developer.
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
HIND 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 OF THE PROJECT DESCRIBED
HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN PART, BY ALLEGED
NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS OR SUBCONTRACTORS OF CITY, 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 HINDS OR
CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN
CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED
PERFORMANCE OR NONPERFORMANCE OF THIS CONTRACT AND
AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES OF THE
PROJECT DESCRIBED HEREIN, WHETHER OR NOT CAUSED IN WHOLE OR IN
PART BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS,
EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF 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,
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
HOME DEVELOPER RENTAL CONTRACT Rev.06/26/2018
Sphinx at Sierra Vista Senior Villas Page 40
LIABILITY FOR INJURY, DEATH, DAMAGE OR LOSS TO PERSONS OR
PROPERTY SUSTAINED IN CONNECTION WITH OR INCIDENTAL TO
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 AND
SUBCONTRACTORS 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 is a charitable or nonprofit organization and has or claims an immunity or
exemption(statutory or otherwise) from and against liability for damages or injury, including
death, to persons or property, Developer hereby expressly waives its rights to plead defensively
such immunity or exemption as against 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
$1,100,000.00, which is the total amount of the Loan, to insure against loss from the fraud, theft
or dishonesty of any of Developer's officers, agents, trustees, directors or employees. The
proceeds of such insurance or bond shall be used to reimburse 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 the
City as a Loss Payee.
Developer shall furnish to City, in a timely manner, but not later than 60 days after the
Effective Date, certificates of insurance as proof that it has secured and paid for policies of
commercial insurance as specified herein. If City has not received such certificates as set forth
herein, Developer shall be in default of the Contract and City may at its option, terminate the
Contract.
Such insurance shall cover all insurable risks incident to or in connection with the
execution, performance, attempted performance or nonperformance of this Contract. Developer
shall maintain, or require its general contractor to maintain, the following coverages and limits
thereof:
Commercial General Liability(CGL) Insurance
$1,000,000 each occurrence
$2,000,000 aggregate limit
HOME DEVELOPER RENTAL CONTRACT Rev. 06/26/2018
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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
$2,000,000 Aggregate
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 and appropriate, 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
HOME DEVELOPER RENTAL CONTRACT Rev.06/26/2018
Sphinx at Sierra Vista Senior Villas Page 42
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: VII
or other equivalent insurance industry standard rating otherwise approved by City.
Deductible limits on the foregoing insurance policies shall be at commercially reasonable levels,
and in no event exceed $100,000 per occurrence.
In the event there are any local, federal or other regulatory insurance or bonding requirements for
the project, and such requirements exceed those specified herein,the former shall prevail.
Developer shall require its contractors to maintain applicable insurance coverages, limits, and
other requirements as those specified herein; and, Developer shall require its contractors to
provide Developer with certificate(s) of insurance documenting such coverage. Also, Developer
shall require its contractors to have City and Developer endorsed as additional insureds (as their
interest may appear) on their respective insurance policies where applicable and appropriate.
Professional Liability coverage shall be in force and may be provided on a claim's 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 builder to maintain builders risk insurance at the value of the
construction.
18. CERTIFICATION REGARDING LOBBYING.
The undersigned 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 behalf of
Developer, to any person for influencing or attempting to influence an officer or
employee of any agency, a member of Congress, an officer or employee of
Congress in connection with the awarding of any Federal contract, the making of
any federal grant, the making of any Federal loan, the entering into of any
cooperative agreement and the extension, continuation, renewal, amendment, or
modification of any Federal contract, grant, loan or cooperative agreement.
If any funds other than federally appropriated funds have been paid or will be
paid to any person for influencing or attempting to influence an officer or
employee of any agency, member of Congress in connection with this Federal
contract, grant, loan or cooperative agreement, Developer shall complete and
submit Standard Form-LLL, "Disclosure Form to Report Lobbying, " in
accordance with its instructions.
This certification is a material representation of fact upon which reliance was
placed when this Contract was made or entered into. Submission of this
certificate is a prerequisite for making or entering into this Contract imposed by
HOME DEVELOPER RENTAL CONTRACT Rev.06/26/2018
Sphinx at Sierra Vista Senior Villas Page 43
31 U.S C. Section 1352. Any person who fails to file the required certification
shall be subject to a civil penalty of not less than $10,000.00 and not more than
$100,000.00 for each such failure.
Developer shall require that the language of this certification be included in all subcontracts
or agreements involving the expenditure of federal funds.
19. RELIGIOUS ORGANIZATION.
Developer shall comply with all applicable requirements as more particularly described
in 24 CFR Part 5.109. No portion of the HOME Funds shall be used in support of any sectarian
or religious activity. In addition, there must be no religious or membership criteria for tenants of
a HOME-funded unit.
19.1 Separation of Explicitly Religious Activities.
Developer retains its independence and may continue to carry out its mission, including
the definition, development practice, and expression of its religious beliefs, provided that it does
not use HOME Funds to support or engage in any explicitly religious activities (including
activities that involve overt religious content such as worship, religious instruction, or
proselytization), or in any other manner prohibited by law.
19.2 Explicitly Religious Activities.
If Developer engages in explicitly religious activities (including activities that involve
overt religious content such as worship, religious instruction, or proselytization), the explicitly
religious activities must be offered separately, in time or location, from the programs or activities
supported by HOME Funds and participation must be voluntary for tenants of a HOME-funded
unit.
20. LITIGATION AND CLAIMS.
Developer shall give 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 immediately 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.
21. NOTICE.
All notices required or permitted by this Contract must be in writing and shall be effective
upon receipt when (i) sent by U.S. Mail, with proper postage, certified mail return receipt
requested; (ii) by a nationally recognized overnight delivery service; (iii) by electronic mail or
other commercially reasonable manner; and addressed to the other Party at the address set out
below or at such other address as the receiving Party designates by proper notice to the sending
Party.
HOME DEVELOPER RENTAL CONTRACT Rev.06/26/2018
Sphinx at Sierra Vista Senior Villas Page 44
City:
City Attorney's Office
200 Texas Street
Fort Worth, TX 76102
Attention: Paige Mebane
Telephone: 817-392-7765
Copy to:
Neighborhood Services Department
200 Texas Street
Fort Worth, TX 76102
Attention: Chad LaRoque
Telephone: 817-392-2661
Developer:
Riverside Senior Investments, LP
200 Texas Street
Fort Worth, Texas 76102
Attention: Aubrey Thagard
Telephone: (817) 392-8187
Copy to:
Sphinx Development Corporation
3030 LBJ Freeway, Suite 1350
Dallas, Texas 75234
Attention: Joseph Agumadu
Email—josephksdcus.com
The Brown Law Firm
4161 McKinney Avenue., Suite 410
Dallas, Texas 75204
Attention: Charles Brown
Email - cbrown@brownlawfirm.com
Investor•
Hunt Capital Partners, LLC
15910 Ventura Boulevard, Suite 1100
Encino, California 91436
Attention: Dana Mayo, Executive Managing Director
Telephone: (818) 380-6100
22. DEVELOPER HAS LEGAL AUTHORITY TO ENTER INTO CONTRACT.
Developer represents that it possesses the legal authority, pursuant to any proper,
appropriate and official motion, resolution or action passed or taken, to enter into this Contract
and to perform the responsibilities herein required.
HOME DEVELOPER RENTAL CONTRACT Rev. 06/26/2018
Sphinx at Sierra Vista Senior Villas Page 45
23. INVESTOR'S RIGHT TO CURE.
The Parties agree that the Investor shall have the right, but not the obligation, to cure any
default by or complete any obligation of the Developer under the Loan Documents during the
cure period or completion period provided therein, and the Parties hereto agree to accept any
such cure or completion tendered by the Investor.
24. IMMIGRATION NATIONALITY ACT.
City actively supports the Immigration & Nationality Act ("INA") which includes
provisions addressing employment eligibility, employment verification, and nondiscrimination.
Developer shall verify the identity and employment eligibility of all employees who perform
work under this Agreement. Developer shall complete the Employment Eligibility Verification
Form (I-9), maintain photocopies of all supporting employment eligibility and identity
documentation for all employees, and upon request,provide City with copies of all I-9 forms and
supporting eligibility documentation for each employee who performs work under this
Agreement. Developer shall establish appropriate procedures and controls so that no services
will be performed by any employee who is not legally eligible to perform such services.
Developer shall provide City with a certification letter that it has complied with the verification
requirements required by this Agreement. Developer shall indemnify City from any penalties or
liabilities due to violations of this provision. City shall have the right to immediately terminate
this Agreement for violations of this provision by Developer.
25. BOYCOTTING ISRAEL PROHIBITED.
Developer acknowledges that in accordance with Chapter 2270 of the Texas Government
Code, City is prohibited from entering into a contract with a company for goods or services
unless the contract contains a written verification from the company that it: (1) does not boycott
Israel; and(2) will not boycott Israel during the term of the contract. The terms "boycott Israel"
and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas
Government Code. By signing this Contract, Developer certifies that Developer's signature
provides written verification to City that Developer: (1) does not boycott Israel; and (2) will
not boycott Israel during the term of this Contract
26. COUNTERPARTS.
This Contract may be executed in multiple counterparts, each of which shall be
considered an original, but all of which shall constitute one instrument which may be sufficiently
evidenced by one counterpart.
[SIGNATURES APPEAR ON NEXT PAGE]
HOME DEVELOPER RENTAL CONTRACT Rev.06/26/2018
Sphinx at Sierra Vista Senior Villas Page 46
IN WITNESS WHEREOF, the Parties have executed 4 duplicate originals of this
Contract to be effective as of the Effective Date.
AT T: CITY OF FORT WORTH
OR
1 ity Secre �C f�" ando Costa, Assistant City Manager
M&C C-2 09 Dated Sept. 2 .17 Da 6 2G 18
U
Form 1295: 2017-252011APP
..XPS
ROVED AS TO FORM A
�Ak'" V
P ge Me ane, Assistant City Attorney I
RIVERSIDE SENIOR INVESTMENTS,LP
a Texas limited partnership,
By: Riverside Senior Development GP, LLC
a Texas limited liability company,
its general partner
By: Fort Worth Housing Finance Corporation,
a Texas housing finance corporation,
its sole member
By:
Aubrey Thagard, Assistant General Manager
Date:
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
HOME DEVELOPER RENTAL CONTRACT Rev.6/22/2018
Sphinx at Sierra Vista Senior Villas Signature Page
EXHIBITS:
Exhibit "A"—Project Summary
Exhibit "A-1"—HUD Rent Limits
Exhibit "A-2"—Environmental Mitigation Action
Exhibit `B"—Budget
Exhibit "C"—Construction and Reimbursement Schedule
Exhibit "D"—Audit Requirements—Not Applicable
Exhibit "E"—Loan Documents
Exhibit "F"—Reimbursement Forms
Exhibit "G"—Project Compliance Report: Rental Housing
Exhibit "H"—Federal Labor Standards Provisions—Davis-Bacon Requirements
Exhibit "I"—Section 3 Reporting Forms
Exhibit "J"—Standards for Complete Documentation
Exhibit "K" - Contract and Subcontract Activity Reporting Form
Exhibit "L" - Deed Restriction
Exhibit "M" - Requirements for Permanent Supportive Housing Units
HOME DEVELOPER RENTAL CONTRACT Rev.6/26/2018
Sphinx at Sierra Vista Senior Villas. List of Exhibits Page
EXHIBIT "A"
PROJECT SUMMARY
SPHINX AT SIERRA VISTA SENIOR VILLAS
Capitalized terms not defined herein shall have meanings assigned to them in the Contract.
DESCRIPTION:
Developer will use HOME Funds for a portion of the costs to develop the Sphinx at Sierra Vista
Senior Villas, an affordable housing development for seniors age 55 years and older on
approximately 8.88 acres. The project will have 4 residential buildings which will consist of up to
272 units including 187 one-bedroom units and 85 two-bedroom units. There will also be a
community clubhouse which will include business and fitness facilities, a movie theater and craft
rooms. The complex will also include amenities such as a swimming pool, barbeque/picnic areas,
and controlled site access.
Developer will be entitled to make Reimbursement Requests until 30 days after the Completion
Deadline.
In consideration for the HOME Funds, Developer agrees to provide the following information and
meet the following requirements:
• Designate 20 Accessible Units in accordance with Section 504 requirements and the terms
of the Contract. Accessible Units shall be marketed in accordance with Section 7.7 of the
Contract.
• Designate 13 floating HOME Units in the project. Of these 13 HOME Units, 10 will be
High HOME Units and 3 will be Low HOME Units. HOME Rents will be charged in
accordance with the rents set forth in Exhibit "A-1" — HUD Rent Limits, published
annually by HUD, and shall not exceed the High HOME Rent.
• Submit Exhibit "G" - Project Compliance Report: Rental Housing regarding the
household income, size, race, ethnicity, gender of head of household, disability status, and
rental assistance type for the initial tenant of the first HOME Unit to be leased. CITY WILL
WITHHOLD$55,000.00 OF THE HOME FUNDS UNTIL CITY VERIFIES THAT AT
LEAST 1 HOME UNIT IS LEASED TO A HOME ELIGIBLE HOUSEHOLD.
• If the 13 HOME Units do not qualify as affordable rental housing immediately upon lease-
up or at any time during the Affordability Period, the City may invoke any remedies
provided in the Contract or the Loan Documents.
• Submit to the City, throughout the Affordability Period, a copy of its annual audit and
annual reports that are submitted to TDHCA.
SPECIFIC PURPOSE:
The specific purpose of this project is to increase the availability of PSH Units for homeless persons
with disabilities and quality, accessible, affordable housing for low and moderate income City
residents in central Fort Worth.
PROJECT OBJECTIVES:
The project will provide 272 housing units affordable to households earning less than 60% of
AMI, of which 13 will be designated as HOME Units. Additionally,the project will provide 14
PSH Units.
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Rev.06/26/2018
Sphinx at Sierra Vista Senior Villas Page 1
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EXHIBIT "A-2"
ENVIRONMENTAL MITIGATION ACTION
SPHINX AT SIERRA VISTA SENIOR VILLAS
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.
Special conditions,procedures,and requirements identified for the project may include and are not limited
to mitigation of any adverse effects identified by the environmental review process. The special conditions,
procedures, and requirements may differ and are subject to approval by City and HUD.
Environmental Mitigations are as follows:
City will provide Developer the executed environmental review record and certifications. Developer agrees
to abide by the special conditions, procedures, and requirements of the executed environmental review
certification approved by HUD.
Law.Authority.or Factor Mitigation Measure
Noise Abatement&Control Attadl ment J includes general suggestions for/methods
of attenuating noise. Before construction can begin,the
developer must provide the following to the City.
• A noise attenuation plan that specifically
describes how interior noise will be reduced to a
da}-night average sound level of 45 decibels or
below,and exterior noise will be reduced to a
day-night average sound level of 65 decibels or
below. If outdoor noise cannot be mitigated to a
minimum of 65 dB,an explanation of how this
was determined will need to be provided.
The attenuation plan must be certified by a qualified
acoustical engineer and the design incorporated into the
construction of the facility.
Waste Water/Sanitary Sewers The developer must supply sewer loading calculations to
the City of Fort Worth Water Department,in order for
the City to determine whether or not the existing
infrastructure has adequate capacity to support the
proposed project. If an impact is noted,it must be
addressed with a new waste water infrastructure plan that
is approved by the City of Fort Worth prior to
construction of Sphinx at Sierra Vista Senior Villas.
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Rev.06/26/2018
Sphinx at Sierra Vista Senior Villas Page 3
Lave.Authority.or Factor Mitigation Measure
Water Supply The developer must supply water demand calculations to
the City of Fort Worth Water Department,in order for
the City to determine whether or not the existing
infrastructure has adequate capacity to support the
proposed project. If an impact is noted,it must be
addressed with a new water infiastructure plan that is
approved by the City of Fort Worth prior to construction
of Sphinx at Sion Vista Senior Villas.
Solid Waste Disposal Recycling Solid waste and recycling providers must be selected and
in place before construction can begin.
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Rev.06/26/2018
Sphinx at Sierra Vista Senior Villas Page 4
EXHIBIT "B"
BUDGET
SPHINX AT SIERRA VISTA SENIOR VILLAS
SOURCES AND USES
Development Sphinx at Sierra
Name: Vista Senior Villas
Priority of Lien Construction Loan Stage Permanent Loan Financing
Source# Funding Description Construction Phase Amt. Stage Amount Participants-
Construction
artici antsConstruction
Loan(including
Tax Exempt
Bonds issued by Citi
Tarrant County Community
1 HFC;) 1$t 29,500,000 Bank
Citi
Conventional Community
2 Loan/FMAC 1st $21,690,000 Bank
Housing Tax
Credit Hunt Capital
Syndication Partners,
3 Proceeds $7,593,254 $15,186,509 LLC
City of Fort
4 HOME 2nd $1,100,000 $1,100,000 Worth
5 Bride Loan
Tax Exempt
Bonds Tarrant
6 County HFC
Historic Tax
Credit
Syndication
7 Proceeds
USDA/TXRD
8 Loan(s)
Other Federal
9 Loan or Grant
Other State Loan
10 or Grant
NEZ Incentive City of Fort
11 Fee Waivers $550,000 $550,000 Worth
12 Private Loan
13 Cash Equity
In-Kind Sphinx
Equity/Deferred Development
14 Developer Fee $2,584,857 Corporation
Operating
15 Reserves
TOTAL
SOURCES
OF
FUNDS $38,743,254 $41,111,366
TOTAL
USES OF
FUNDS $41,111,366
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Rev.06/26/2018
Sphinx at Sierra Vista Senior Villas Page 5
HOME Funds Budget
Land Acquisition and/or Pre-Development Soft Costs $1,045,000*
Construction Hard Costs $5,000*
Holdback** $50,000*
TOTAL $1,100,000
*Developer will only be reimbursed for eligible expenses. The amounts are estimates and are subject to change.
** City will hold back$50,000.00 of the HOME Funds until City verifies that the first HOME Unit is leased to
a HOME Eligible Household as well as the other requirements in Exhibit"C" - Construction and
Reimbursement Schedule.
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Rev. 06/26/2018
Sphinx at Sierra Vista Senior Villas Page 6
EXHIBIT "C"
CONSTRUCTION AND REIMBURSEMENT SCHEDULE
SPHINX AT SIERRA VISTA SENIOR VILLAS
Activity HOME Funds
PHASE I ACTIVITIES: Land Acquisition $1,045,000.00*
Predevelopment Soft Costs
PHASE I
COMPLETE by: First Payment** $1,045,000.00*
June 29,2018
PHASE II ACTIVIITES: Construction Hard Costs $2,500.00
Prior to Reimbursement in Phase II, Developer must
PHASE II submit the contractor/subcontractor/vendor searches
COMPLETE by: under the Federal System for Award Management
March 31,2019 (www.sam.gov).
Second Payment" (approx. 25% complete)***
PHASE III ACTIVIITES: Construction Hard Costs $2,500.00
Prior to Reimbursement in Phase III, Developer must
PHASE III submit the contractor/subcontractor/vendor searches
COMPLETED by: under the Federal System for Award Management
October 31,2020 (www.sam.gov).
Third Payment" (approx. 75% complete)***
PHASE IV ACTIVITIES: Initial Lease-up of HOME Units $50,000.00
PHASE IV Prior to Reimbursement in Phase IV, the following items
COMPLETED by: must be submitted:
December 31,2020 1. Rent Schedule for HOME Units. See Section 7.5
2. Tenant Selection Policy. See Section 7.6
3. Affirmative Marketing Plan. See Section 7.7
Prior to Reimbursement for Final Payment,Exhibit"G"
- Project Compliance Report: Rental Housing must be
submitted to City.
Final Payment** (Lease-Up of HOME Unit)*** $50,000.00*
TOTAL $1,100,000.00
*Developer will only be reimbursed for eligible expenses. The amounts are estimates and are subject to
change.
**Developer must submit Complete Documentation with Reimbursement Request to City within 60 days
from each of the abovementioned deadlines in order to be reimbursed. Failure to timely submit
Reimbursement Requests and Complete Documentation along with any required reports shall be an
event of default.
***If milestone is reached before the Phase completion date, reimbursement will be made when the
milestone percentage is reached and the City is provided all required documentation.
HOME DEVELOPER RENTAL CONTRACT-•EXHIBITS Rev.06/26/2018
Sphinx at Sierra Vista Senior Villas Page 7
EXHIBIT "D"
AUDIT REQUIREMENTS
SPHINX AT SIERRA VISTA SENIOR VILLAS
NOT APPLICABLE
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Rev.06/26/2018
Sphinx at Sierra Vista Senior Villas Page 8
EXHIBIT "E"
LOAN DOCUMENTS
SPHINX AT SIERRA VISTA SENIOR VILLAS
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Rev.06/26/2018
Sphinx at Sierra Vista Senior Villas Page 9
Promissory Note
HOME Funds
Date: June 27, 2018
Borrower: Riverside Senior Investments, LP a Texas limited partnership
Borrower's Mailing Address:
Riverside Senior Investments, LP
C/O Fort Worth Housing Finance Corporati
200 Texas Street
Fort Worth, Texas 76102
Tarrant County
With a copy to:
Paige Mebane
Assistant City Attorney _
City Attorney's Office
City of Fort Worth
200 Texas Street
Fort Worth, Texas 76102
Lender: City of Fort Worth, exas mun '-corporation
Place for Payment:
City of Fort Worth Neighborhood Services Department
Attn: Assistant Director
200 Texas Street
Fort Worth, Tarrant County, Texas 76102, or any other place that Lender may
designate in writing
Principal Amount: $1,1 0.00
Loan Authority:
The loan evidenced by this Note(the"Loan")is being made pursuant to the HOME
Investment Partnerships Program authorized under Title 11 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
for the development of the Sphinx at Sierra Vista Senior Villas,a senior multifamily
complex located in Fort Worth, Texas (the"project").
Annual Interest Rate: The lesser of 1% or the Long Term Applicable Federal Rate
("AFR") on the date hereof, which is 3.05%
PROMISSORY NOTE—HOME FUNDS Page 1
Riverside Senior Investments,LP rev.6-26-2018
Final Payment Date:
The same date as the maturity date of the Senior Indebtedness more particularly
defined in the subordination agreement among Borrower's senior construction and
permanent lenders ("Senior Lender", whether one or more), Borrower and Lender
outlining the relative priorities of Borrower's senior debt("Senior Indebtedness")
for the project and the Loan("Subordination Agreement").
Maturity Date:
Termination of the Affordability Period more particularly defined in City Secretary
Contract No. 50852 between Borrower and Lender for the Loan (the "HOME
Contract").
Annual Interest Rate on Matured,Unpa' 'hunts: 12%
Terms of Payment:
Interest on the Loan shall accrue at 1%per annum during the construction period.
Beginning on the date of Conversion as defined in the HOME Contract,interesshall accrue
at the Annual Interest Rate. The Principal Amount and accrued interest are due and payable in
equal annual installments based on a 35 year amortization schedule beginning 12 months after
Conversion, and continuing annually until the Final Payment Date. At that time,the unpaid
Principal Amount and accrued, unpaid interest will be payable 1,4 full. Payments will be
applied first to accrued interest and the remainder to reduction of the Principal Amount.
Provided howev& payments of Principal Amount and interest are only payable from net cash
flow as defined in and in accordance with the borrower's Amended and Restated Limited
Partnership Agreement("Partnership Agreement"). Principal and interest to the extent not
paid from net cash flow shall be paid from subsequent years' net cash flow until the Final
Payment Date when the entire Principal Amo and accrued unpaid interest will be due in full.
Interest will be calculated based on a 360 day per year factor applied to the actual days on
which there exists an unpaid principal balance.
This Promissory Note is a"draw note"written in the full Principal Amount that may
be drawn by the Borrower for the acquisition of the Property and financing for the
construction of improvements on the project. Interest shall accrue only from the date funds
are advanced,and the liability of Borrower is limited to the unpaid principal actually drawn
plus unpaid interest, plus such other expenses as may be specifically provided for in this
Promissory Note or in any of the Loan Documents,as hereinafter defined,executed herewith.
This Note is the Note required in the HOME Contract and has been executed and
delivered in accordance with that contract.The funds advanced by Lender are HOME funds
and the HOME Contract requires that the 13 residential rental units in the project located on
the Property must qualify and remain affordable rental housing in accordance with the
HOME Program and the HOME Regulations for the 20 year Affordability Period more
particularly defined in the HOME Contract. The obligations described in the HOME
Contract pertaining to the HOME Program and the HOME Regulations including the
PROMISSORY NOTE—HOME FUNDS Page 2
Riverside Senior Investments,LP rev.6-26-2018
Affordability Period as well as the Loan evidenced by this Note will be in default if the 13
HOME-assisted residential rental units in the project more particularly described in the
HOME Contract do not remain affordable rental housing for the duration of the Affordability
Period,subject to the"next available unit rule"under Internal Revenue Code Section 42(g)
(2) (D). In the event of such default, Lender may invoke any remedies provided in the
HOME Contract or the Deed of Trust(as hereinafter defined) for default.
Security for Payment: This Note is secured by a Deed of Trust Security Agreement-
Financing Statement dated June 27, 2018 from Borrower to Vicki S. Ganske, Trustee, or
Leann Guzman,Trustee(the"Deed of Trust") .%-ti]ch covers the personal property described
therein and the following real property:
Being an 8.872 acre tract of land situated in the S.P. Loving Survey, Abstract No.
943,Tarrant County,Texas,and as described in a deed to Vertex Asset Partners,L.P.
by instrument recorded in Document Number D207175708,Deed Records of Tarrant
County, Texas, as more particularly described by metes and bounds in the attached
Exhibit "A", incorporat ein by reference for all purposes
Other Security for Payment: AS set forth in the HOME Contract
Borrower promises to pay to the order of Lender the Principal Amount plus interest.
This Note is payable at the Place for Payment and according to the Terms of Payment. All
unpaid amounts are due by the Final Payment Date. After the Final Payment Date,Borrower
promises to pay any unpaid principal balance flus interest at the Annual Interest Rate on
Matured, Unpaid Amouirts.
If Borrower defaults in the paymf this Note or in the performance of its
obligations under the HOME Contract or the IME Program or the HOME Regulations or
in the performance of any obligatiou-in any instrument securing or collateral to this Note,
Lender maynvoke any remedies provided herein or in the Deed of Trust for default (the
Note,the Deed of Trust and the HOME Contract are sometimes collectively referred to as the
"Loan Documents"). 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 and each of the
general and limited partners of the Borrower, as identified in the Partnership Agreement,
simultaneous written notice of such default. Borrower shall have a period of 15 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 and each of the general and limited partners of the Borrower as
identified in the Partnership Agreement, simultaneous 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
PROMISSORY NOTE—HOME FUNDS Page 3
Riverside Senior Investments,LP rev.6-26-2018
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. If the default is not cured after notice within
the time periods stated above,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.
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 default 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.
Interest on the debt evidenced by this Note will not exceed the maximum rate or
amount of non-usurious interest that may be contracted r, 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 Nate.and all other instruments concerning the
debt.
Each Borrower, as appli Js resp o ible for all obligations represented by this
Note.
Bor%wer may prepay this Note in any amount at any time before the Maturity Date
without penalty€t premium:
When the co r-., juires, singular nouns and pronouns include the plural.
It is contemplated that the indebtedness evidenced by this Note will and shall be
subordinate in right of payment to the prior payment in full of the Senior Indebtedness as more
particularly described in the Subordination Agreement,to the extent and in the manner provided
in the Subordination Agreement. 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 documents
evidencing the Senior Indebtedness(the"Senior Loan Documents")as more fully set forth in
the Subordination Agreement. The rights and remedies of the payee and each subsequent holder
of this Note under the Deed of Trust securing this Note are subject to the restrictions and
limitations set forth in the Subordination Agreement. Each subsequent holder of this Note shall
PROMISSORY NOTE—HOME FUNDS Page 4
Riverside Senior Investments,LP rev.6-26-2018
be deemed, by virtue of such holder's acquisition of the Note, to have agreed to perform and
observe all of the terms, covenants and conditions to be performed or observed by the
Subordinate Lender under the Subordination Agreement.
Subject to the terms of the Subordination Agreement and any cure periods provided
in the Senior Loan Documents, if there is a default in payment of any part of principal or
interest of the Senior Indebtedness or a breach of any covenants contained in the Senior Loan
Documents,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 Senior Loan
Documents,and to the extent allowed by the Subordination Agreement,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.
A default or breach of any of the terms or conditions of the Ground Lease,as defined
in the HOME Contract,or the Deed Restriction,as defined in the HOME Contract,will also
be a default under this Note and City may pursue any of its remedies for default or breach
under the HOME Contract or the Loan Documents.
If any installment becomes overdue for more than 15 days,at Lender's option a late
payment charge of 5%of the amount then due may be charged in order to defray the expense
of handling the delinquent payment. Notwithstanding the foregoing, the 5% late payment
charge described above shall not be applica o the final balloon payment due under this
Promissory Note at the Final Paymeate.
A default exists under this Note if(1)(a)Borrower or(b)any other person liable on
any-VW_of this Note (an "Other Obligated Party") fails to timely pay or perform any
obligator 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
other than the holder(s) of the Senior Note; (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
PROMISSORY NOTE—HOME FUNDS Page 5
Riverside Senior Investments,LP rev. 6-26-2018
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 HOME Contract.
If any provision of this Note conflicts with any provision of the HOME Contract,the
Deed of Trust, or any other document evidencing the same transaction between Lender and
Borrower,the provisions of the HOME 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.
This Note is a nonrecourse obligation of Borrower. Neither Borrower nor any of its
general and limited partners nor any other party shall have any personal liability for
repayment of the Loan described in the HOME Contract. The sole recourse of Lender under
the Loan Documents for repayment of the Loan shall be theercise of its rights against the
Security for Payment.
[Signature Page Follows]
PROMISSORY NOTE—HOME FUNDS Page 6
Riverside Senior Investments,LP rev.6-26-2018
THE HOME CONTRACT, 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.
RIVERSIDE SE �\ 'INVESTMENTS,LP,
a Texas limited rslup
By: RIVERSIDE OR DEVELOPMENT
GP,LLC, a Texas'linited liability company,
its General Partner
By: FORT WORTH HOUSING FINANCE
CORPORATION, a Texas h6Wng finance
corporation, its Sole Member
Aubrey Thagard,Assistant General Manager
PROMISSORY NOTE—HOME FUNDS Page 7
Riverside Senior Investments,LP rev.6-26-2018
EXHIBIT "A"
LEGAL DESCRIPTION
BEING 8.872 ACRE TRACT SITUATED IN THE S.P. LOVING SURVEY, ABSTRACT No. 943
TARRANT COUNTY,TEXAS AND AS DESCRIBED IN A DEED TO VERTEX ASSET PARTNERS,
LP. BY INSTRUMENT RECORDED IN DOCUMENT NUMBER D207175708, DEED RECORDS OF
TARRANT COUNTY,TEXAS(D.R.T.C.T.)AND MORE PARTICULARLY DESCRIBED AS FOLLOW:
BEGINNING AT AN "X" CUT SET IN CONCRETE FOR THE COMMON MOST EASTERLY
SOUTHEAST CORNER OF SAID 8.872 ACRE TRACT, THE NORTHEAST CORNER OF LOT 1,
BLOCK 1 OF PATEL ADDITION,AN ADDITION TO THE CITY OF FORT WORTH,AS SHOWN ON
THE MAP RECORDED IN VOLUME 388 — 195, PAGE 68- P.R.T.C.T. AND BEING IN THE
PRESENT WEST RIGHT-OF-WAY LINE OF SOUTH RIVERSIDE DRIVE (VARIABLE WIDTH
RIGHT-OF-WAY);
THENCE SOUTH 89'47'23" WEST ALONG THE COMMON SOUTHERLY LINE OF SAID 8.872
ACRE TRACT,THE NORTH LINE OF SAID PATEL ADDITION A DISTANCE OF 298.67 FEET TO A
5/8 INCH IRON ROD FOUND MARKING A COMMON INTERIOR ELL CORNER OF SAID 8.872
ACRE TRACT AND THE NORTHWEST CORNER OF SAID PATEL ADDITION;
THENCE SOUTH 00'05'56" EAST ALONG A COMMON INTERIOR LINE OF SAID 8.872 ACRE
TRACT AND THE WEST LINE OF SAID PATEL ADDITION A DISTANCE OF 149.98 FEET TO A
CALLED FOR WOOD FENCE POST FOUND MARKING THE MOST SOUTHERLY SOUTHEAST
CORNER OF SAID 8.872 ACRE TRACT,THE SOUTHWEST CORNER OF SAID PATEL ADDITION
AND BEING IN THE NORTH LINE OF LOT 2, BLOCK 3 OF JIM ELLIS INDUSTRIAL ADDITION,AN
ADDITION TO THE CITY OF FORT WORTH,AS SHOWN ON THE MAP RECORDED IN VOLUME
388-56, PAGE 28—P.R.T.C.T.;
THENCE SOUTH 89'4711" WEST ALONG THE COMMON SOUTH LINE OF SAID 8.872 ACRE
TRACT AND THE NORTH LINE OF LOTS 2 AND 3 OF SAID JIM ELLIS INDUSTRIAL ADDITION A
DISTANCE OF 233.60 FEET TO A 5/8 INCH IRON ROD WITH A CAP STAMPED"SURVCON INC"
SET,FROM WHICH A 112 INCH IRON ROD FOUND BEARS SOUTH 89'47'11"WESTA DISTANCE
OF 4.0 FEET MARKING THE NORTHWEST CORNER OF SAID LOT 3 JIM ELLIS INDUSTRIAL
ADDITION;
THENCE NORTH 01'13'54" WEST ALONG THE COMMON WEST LINE OF SAID 8.872 ACRE
TRACT, CALLED 53.52 ACRES(RESIDUE) DANIEL P. ROBINOWITZ VOLUME 4661, PAGE 479,
D.R.T.C.T. AND THE EAST LINE OF LOT 13, BLOCK G OF SIERRA VISTA ADDITION, AN
ADDITION TO THE CITY OF FORT WORTH,AS SHOWN ON THE MAP RECORDED IN VOLUME
CABINET A, SLIDE 10694 OF THE PLAT RECORDS OF TARRANT COUNTY TEXAS(P.R.T.C.T.)
A DISTANCE OF 698.87 FEET TO A 1/2 INCH IRON ROD FOUND MARKING THE COMMON
NORTHWEST CORNER OF SAID 8.872 IN DOCUMENT NUMBER D206242165—D.R.T.C.T.;
THENCE NORTH 53'24'36" EAST ALONG A COMMON NORTHWESTERLY LINE OF SAID 8.872
AND THE SOUTHEAST LINE OF SAID TRACT 2 A DISTANCE OF 13.74 FEET TO A 1/2 INCH
IRON ROD FOUND;
THENCE NORTH 58'39'52" EAST CONTINUING ALONG SAID COMMON LINE A DISTANCE OF
66.78 FEET TO AN "X" SET;
THENCE NORTH 61'05'50" EAST CONTINUING ALONG SAID COMMON LINE A DISTANCE OF
19.95 FEET TO A 1/2 INCH IRON ROD FOUND MARKING THE COMMON NORTHEAST CORNER
OF SAID TRACT 2 AND BEING IN THE SOUTH LINE OF LOT 10, BOCK G OF SAID SIERRA
PROMISSORY NOTE—HOME FUNDS Page 8
Riverside Senior Investments,LP rev.6-26-2018
VISTA ADDITION;
THENCE NORTH 88'46'53"EAST ALONG A NORTHERLY LINE OF SAID 8.872 ACRE TRACT AND
THE SOUTH LINE OF SAID LOT 10 AND LOT 9, BLOCK G OF SAID SIERRA VISTA ADDITION A
DISTANCE OF 54.63 FEET TO AN "X"CUT IN CONCRETE SET:
THENCE NORTH 00'23'24"WEST ALONG THE MOST SOUTHERLY SOUTHEAST LINE OF SAID
LOT 9 A DISTANCE OF 17.97 FEET TO A 1/2 INCH IRON ROD FOUND MARKING THE
SOUTHWEST CORNER OF TRACT 1 OF SAID SIERRA VISTA L.P.
THENCE ALONG THE COMMON NORTHERLY LINE OF SAID 8,872 ACRE TRACT AND THE
SOUTH LINE OF SAID TRACT 1, THE FOLLOWING COURSES AND DISTANCES;
NORTH 83'17'01" EAST A DISTANCE OF 46.78 FEET TO A 112 INCH IRON ROD FOUND;
NORTH 88'56'48" EAST A DISTANCE OF. FEET TO AN "X" CUT FOUND:
NORTH 64'37'48" EAST A DISTANCE OF 20.59 FEET TO AN "X" CUT FOUND:
NORTH 40'18'48" EAST A DISTANCE OF 18.24 FEET TO A 1/2 INCH IRON ROD FOUND;
NORTH 43'16'29" EAST A DISTANCE OF 8.78 FEET TO A 1/2 INCH IRON ROD FOUND IN
THE COMMON NORTH LINE OF SAID 8.872 ACRE TRACTAND IN THE SOUTH LINE OF LOT 1,
BLOCK G OF SAID SIERRA VISTA ADDITION;
THENCE NORTH 88'47'48"EAST ALONG SAID COMMON LINE A DISTANCE OF 52.72 FEET TO
Al/2 INCH IRON ROD FOUND MARKING THE COMMON NORTHEAST CORNER OF SAID 8.872
ACRE TRACT,THE SOUTHEAST CORNER OF SAID LOT 1 AND BEING IN THE PRESENT WEST
RIGHT-OF-WAY LINE OF SAID SOUTH RIVERSIDE DRIVE;
THENCE ALONG THE COMMON EASTERLY L OF SAID 8.872 ACRE TRACT AND THE
PRESENT WESTERLY RIGHT-OF-WAY LINE SAID SOUTH RIVERSIDE DRIVE THE
FOLLOWING COURSES AND DISTANCES:
SOUTH 00'05'16" EAST A DISTANCE OF 49.50 FEET TO A 5/8 INCH IRON ROD WITH A
CAP STAMPED"SURVCON INC" SET;
SOUTH 00'53'44"WESTA DISTANCE OF 99.70 FEET TO A 5/8 INCH IRON ROD FOUND;
SOUTH 02'02'53"WEST A.DISTANCE OF 99.00 FEET TO A 5/8 INCH IRON ROD FOUND;
SOUTH 02'54'30"WEST A DISTANCE OF 99.95 FEET TO A 5/8 INCH IRON ROD WITH A
CAP STAMPED"SURVCON INC" SET;
SOUTH 04'09'02"WEST A DISTANCE OF 99.72 FEET TO A 5/8 INCH IRON ROD FOUND;
SOUTH 04'38'41"WEST A DISTANCE OF 99.34 FEET TO A 5/8 INCH IRON ROD FOUND;
SOUTH 05'51'17"WEST A DISTANCE OF 114.00 FEET TO THE POINT OF BEGINNING AND
CONTAINING 8.872 ACRES OF LAND, MORE OR LESS.
PROMISSORY NOTE—HOME FUNDS Page 9
Riverside Senior Investments,LP rev.6-26-2018
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 Funds
Terms
Date: June 27, 2018
Grantor: Riverside Senior Investments, LP, a Texas limited partnership
Grantor's Mailing Address:
Riverside Senior Investments, LP
C/O Fort Worth Housing Finance Corporation
200 Texas Street
Fort Worth, TX 76102
Tarrant County
With a copy to:
Vicki Smith Ganske
Senior Assistant City Attorney
City Attorney's Office
City of Fort Worth
200 Texas Street
Fort Worth, Texas 76102
With a copy to:
Banyi Riverside, LLC
c/o Jay Oji
3030 LBJ Freeway 41350
Dallas, Texas 75234
Trustee: Vicki S. Ganske or Leann D. Guzman
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Riverside Senior Investments,LP Rev.6-26-2018
Trustee's Mailing Address:
The City Attorney's Office
The 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
Attn: 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 II 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 "HOME
Regulations")with HOME funds for the development of the Sphinx at Sierra Vista
Senior Villas, a senior multifamily complex located in Fort Worth Texas (the
"project"), all as more particularly described in a HOME Contract, City Secretary
Contract No. 50852 between Grantor and Lender for the Loan (the "HOME
Contract").
Obligations
Note
Date: June 27, 2018
Original principal amount: $1,100,000.00
Borrower: Riverside Senior Investments, LP
Lender: City of Fort Worth
Final Payment Date: The same date as the maturity date of the senior
indebtedness more particularly defined in the
subordination agreement among Borrower's senior
construction and permanent lenders ("Senior
Lender",whether one or more), Grantor and Lender
outlining the relative priorities of Grantor's senior
debt("Senior Indebtedness")for the project and the
Loan("Subordination Agreement").
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Riverside Senior Investments,LP Rev. 6-26-2018
Maturity Date: Termination of the Affordability Period more
particularly defined in the HOME Contract
Terms of Payment: As provided in the Note
In addition,Obligations shall include compliance by Grantor with the requirements of
the HOME Program for the 20 year Affordability Period more particularly described
in Section F. below.
Property (including any improvements):
Being an 8.872 acre tract of land situated in the S.P. Loving Survey, Abstract No.
943,Tarrant County,Texas,and as described in a deed to Vertex Asset Partners,L.P.
by instrument recorded in Document Number D207175708,Deed Records of Tarrant
County, Texas, as more particularly described by metes and bounds in the attached
Exhibit"A", incorporated herein by reference for all purposes
Together with the following personal property to the extent owned by Grantor:
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 above, 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:
It is contemplated that the lien created by this Deed of Trust will and shall be subject and
subordinate in all respects to the liens, terms, covenants and conditions of the Senior
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Riverside Senior Investments,LP Rev.6-26-2018
Indebtedness, to the extent and in the manner provided in certain Subordination
Agreement. This Deed of Trust is and shall be subject and subordinate in all respects to
the liens,terms,covenants and conditions of the loan documents evidencing the Senior
Indebtedness("Senior Loan Documents")as more fully set forth in the Subordination
Agreement. The rights and remedies of Lender and each subsequent assignee ofthe lien
under this Deed of Trust are subject to the restrictions and limitations set forth in the
Subordination Agreement.
Subject to the terms of the Subordination Agreement and to waiver,notice,grace and
cure period, if any, provided in the Senior Loan Documents, if default occurs in
payment of any part of principal or interest of the Senior Indebtedness, or in
observance of any covenants of the Senior Loan Documents,the entire debt secured
by this Deed of Trust will immediately become payable at the option of Lender to the
extent permitted by the Subordination Agreement.
Other Exceptions to Conveyance and Warranty:
The Permitted Exceptions set forth on Exhibit"B"attached hereto and incorporated
herein for all purposes,to the extent that they relate to the Property.
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 the first to occur of(i)
execution of a Leasehold Deed of Trust Security Agreement—Financing Statement (the
"Leasehold Deed of Trust") relating to a Ground Lease on the real property between the
Fort Worth Housing Finance Corporation as Landlord and Grantor as Tenant or (ii) on
performance of the Obligations, including payment of the Loan 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-
1. 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;
2. obey all laws,ordinances,and restrictive covenants applicable to the Property;
3. 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
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Riverside Senior Investments,LP Rev.6-26-2018
4. notify Lender 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; or
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, subject to
the Subordination Agreement.
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. 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
C. 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,as defined in the HOME Contract,prior to exercising
any remedies Lender shall give Grantor and each of the general and limited partners of Grantor,
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Riverside Senior Investments,LP Rev.6-26-2018
as identified in the Amended and Restated Agreement Limited Partnership Agreement (the
"Partnership Agreement"),simultaneous written notice of such default. Grantor and each of
the general and limited partners on behalf of Grantor shall have a period of 15 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 and each of the general and limited partners of the Grantor, as
identified in the Partnership Agreement, simultaneous written notice of such default. If the
default is reasonably capable of being cured within 30 days, Grantor and each of the general
and limited partners on behalf of 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 or each of the general and
limited partners on behalf of 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
or each of the general and limited partners on behalf of 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.
6. Lender may remedy any default without waiving it and may waive any default
without waiving any prior or subsequent default.
7. If Grantor fails to perform any of its obligations, covenants, or agreements
under the HOME Contract or this Deed of Trust,Lender may do any act it deems reasonably
necessary to cure such failure. During an event of default, Lender may enter the Premises
with or without notice and do anything that Lender reasonably deems necessary or prudent to
do.
8. If Lender elects to make any payments or do any act or thing required to be
paid or done by Grantor under the Loan Documents,any sums advanced by Lender are a part
of the Obligations.
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
DEED OF TRUST—HOME FUNDS Page 6
Riverside Senior Investments,LP Rev.6-26-2018
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 commission to
Trustee;
b. to Lender,the full amount ofprincipal,interest,reasonable attorney's
fees, and other charges due and unpaid;
C. any amounts required by law to be paid before payment to Grantor;
and
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.
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. Subject to the rights of senior lien holders, 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
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Riverside Senior Investments,LP Rev.6-26-2018
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 therefor, 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)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 the
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. Subject to the rights of senior lien holders, 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,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 first to expenses incurred in exercising Lender's rights and
remedies and then to Grantor's obligations with respect to the Obligations and this Deed of
Trust in the order determined by Lender. 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
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Riverside Senior Investments,LP Rev.6-26-2018
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 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 at
reasonable times 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 transfer to the landlord, 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
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Riverside Senior Investments,LP Rev.6-26-2018
modification of the Note,this Deed of Trust,or any other instruments evidencing or securing
the Obligations.
17. Grantor may not cause or permit any Property to be encumbered by any liens,
security interests,or encumbrances other than the liens securing the Obligations including the
Senior Indebtedness,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. Lender hereby specifically approves the
execution of the (i) proposed Declaration of Land use Restrictive Covenants ("LURA")
which will be executed by Grantor on the form required by the Texas Department of Housing
and Community Affairs ("TDHCA") , (ii) the Regulatory Agreement and Declaration of
Restrictive Covenants("Regulatory Agreement")which will be executed by Grantor on the
form required by Tarrant County HFC, and (iii)the Deed Restriction, as more particularly
described in the Home Contract. Approval of the LURA shall be reflected by Lender's
execution of the form of Consent and Subordination of Lienholder which is required by the
TDHCA.
18. 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 a
Subordinate Instrument 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
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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.
Lender acknowledges and agrees that,in the event of a foreclosure of its interest under
this Deed of Trust, the following rule contained in Section 42(h)(6)(E)(ii) of the
Internal Revenue Code (the "Code") shall apply:
For a period of 3 years from the date of foreclosure, with respect to any unit
that had been regulated by the LURA,(i)none of the eligible tenants occupying
those units at the time of foreclosure may be evicted or their tenancy terminated
(other than for good cause), and (ii) no rent for said units may be increased
except as otherwise permitted under Section 42 of the Code.
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; (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.
Notwithstanding anything to the contrary herein, neither the withdrawal, removal,
replacement, and/or addition of a general partner or Special Limited Partner of the Grantor
pursuant to the terns of the Partnership Agreement,nor the withdrawal,replacement,and/or
addition of any of Grantor's limited partners or its limited partner's general partners or
members, shall constitute a default under any of the Loan documents, and any such actions
shall not accelerate the maturity of the Loan,provided that any required substitute Grantor's
general partner or Special Limited Partner is reasonably acceptable to Lender and is selected
with reasonable promptness. Any substitute general partner or Special Limited Partner that is
an affiliate of Grantor's limited partner is hereby deemed acceptable to Lender. Any
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amendment to the Partnership Agreement which does not affect the financial terms of the
Partnership Agreement and does not otherwise adversely affect Lender's security interest in the
Property shall not constitute a default under and of the Loan documents. Further,none of the
actions described in this paragraph will constitute a material change in ownership which would
trigger termination of the HOME Contract.
19. Except as permitted in Section 5.6.1.10 of the HOME Contract or otherwise
related to the project (including to secure the Senior Indebtedness), Grantor agrees not to
grant any lien or security interest in the Property or to permit any junior encumbrance to be
recorded or any claim to otherwise become an encumbrance against the Property other than
the proposed LURA,Regulatory Agreement,Deed Restriction,and any other lien or security
interest approved in advance by Lender. 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.
20. This Deed of Trust binds,benefits,and may be enforced by the successors in
interest of all parties.
21. If Grantor and Borrower are not the same person,the term Grantor includes
Borrower.
22. 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.
23. 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.
24. 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.
25. The term Lender includes any mortgage servicer for Lender.
26. The debt and the performance secured by this Deed of Trust is a nonrecourse
obligation of Borrower. Neither Borrower nor any of its general and limited partners nor any
other party shall have any personal liability for repayment of the Loan described in the
HOME Contract. The sole recourse of Lender under the Loan documents for repayment of
the Loan or performance of any of the Obligations shall be the exercise of its right against the
security for payment as defined in the Note.
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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
of improvements on land, including the acquisition costs of the Property.
2. Grantor agrees to comply with the terms, covenants and conditions of the
HOME Contract which requires the Note and this Deed of Trust. All advances made by
Lender under the HOME 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 HOME
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 HOME 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
HOME 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 HOME 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 HOME
Contract, and has been executed and delivered in accordance with the HOME
Contract. The funds advanced by Lender are HOME funds and the HOME Contract
requires that the 13 residential rental units in the project located on the Property must
qualify and remain affordable rental housing in accordance with the HOME Program
and the HOME Regulations for the 20 year Affordability Period more particularly
defined in the HOME Contract. The Obligations described in the HOME Contract
evidenced by the Note and secured by this Deed of Trust will be in default if the 13
HOME-assisted residential rental units in the project more particularly described in
DEED OF TRUST—HOME FUNDS Page 13
Riverside Senior Investments,LP Rev.6-26-2018
the HOME Contract do not remain affordable rental housing for the duration of the
Affordability Period, subject to the next available unit rule.
This Deed of Trust has also been executed and delivered pursuant to the terms
of the HOME 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 HOME 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.
THE HOME CONTRACT, THE NOTE AND THIS 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.
[SIGNATURE AND NOTARIZATION FOLLOW]
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
DEED OF TRUST—HOME FUNDS Page 14
Riverside Senior Investments,LP Rev.6-26-2018
RIVERSIDE SENIOR INVESTMENTS, LP a
Texas limited partnership
By: RIVERSIDE SENIOR DEVELOPMENT
GP,LLC, a Texas limited liability company,
its General Partner
By: FORT WORTH HOUSING FINANCE
CORPORATION, a Texas housing finance
corporation, its Sole Member
By:
Aubrey Thagard
Assistant General Manager
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on , 2018, by
Aubrey Thagard, Assistant General Manager of the Fort Worth Housing Finance
Corporation., a Texas housing finance corporation, on behalf of said corporation, Sole
Member of Riverside Senior Development GP, LLC, a Texas limited liability company,
General Partner of Riverside Senior Investments, LP, a Texas limited partnership.
Notary Public, State of Texas
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 FUNDS Page 15
Riverside Senior Investments,LP Rev.6-26-2018
Exhibit "A"
Legal Description
BEING 8.872 ACRE TRACT SITUATED IN THE S.P. LOVING SURVEY, ABSTRACT No. 943
TARRANT COUNTY,TEXAS AND AS DESCRIBED IN A DEED TO VERTEX ASSET PARTNERS,
LP. BY INSTRUMENT RECORDED IN DOCUMENT NUMBER D207175708,DEED RECORDS OF
TARRANT COUNTY,TEXAS(D.R.T.C.T.)AND MORE PARTICULARLY DESCRIBED AS FOLLOW:
BEGINNING AT AN "X" CUT SET IN CONCRETE FOR THE COMMON MOST EASTERLY
SOUTHEAST CORNER OF SAID 8.872 ACRE TRACT, THE NORTHEAST CORNER OF LOT 1,
BLOCK 1 OF PATEL ADDITION,AN ADDITION TO THE CITY OF FORT WORTH,AS SHOWN ON
THE MAP RECORDED IN VOLUME 388 — 195, PAGE 68- P.R.T.C.T. AND BEING IN THE
PRESENT WEST RIGHT-OF-WAY LINE OF SOUTH RIVERSIDE DRIVE (VARIABLE WIDTH
RIGHT-OF-WAY);
THENCE SOUTH 89'47'23" WEST ALONG THE COMMON SOUTHERLY LINE OF SAID 8.872
ACRE TRACT,THE NORTH LINE OF SAID PATEL ADDITION A DISTANCE OF 298.67 FEET TO A
5/8 INCH IRON ROD FOUND MARKING A COMMON INTERIOR ELL CORNER OF SAID 8.872
ACRE TRACT AND THE NORTHWEST CORNER OF SAID PATEL ADDITION;
THENCE SOUTH 00'05'56" EAST ALONG A COMMON INTERIOR LINE OF SAID 8.872 ACRE
TRACT AND THE WEST LINE OF SAID PATEL ADDITION A DISTANCE OF 149.98 FEET TO A
CALLED FOR WOOD FENCE POST FOUND MARKING THE MOST SOUTHERLY SOUTHEAST
CORNER OF SAID 8.872 ACRE TRACT,THE SOUTHWEST CORNER OF SAID PATEL ADDITION
AND BEING IN THE NORTH LINE OF LOT 2, BLOCK 3 OF JIM ELLIS INDUSTRIAL ADDITION,AN
ADDITION TO THE CITY OF FORT WORTH,AS SHOWN ON THE MAP RECORDED IN VOLUME
388-56, PAGE 28—P.R.T.C.T.;
THENCE SOUTH 89'4711" WEST ALONG THE COMMON SOUTH LINE OF SAID 8.872 ACRE
TRACTAND THE NORTH LINE OF LOTS 2 AND 3 OF SAID JIM ELLIS INDUSTRIAL ADDITION A
DISTANCE OF 233.60 FEET TO A 5/8 INCH IRON ROD WITH A CAP STAMPED"SURVCON INC"
SET, FROM WHICH A 1/2 INCH IRON ROD FOUND BEARS SOUTH 89'47'11"WEST DISTANCE
OF 4.0 FEET MARKING THE NORTHWEST CORNER OF SAID LOT 3 JIM ELLIS INDUSTRIAL
ADDITION;
THENCE NORTH 01'13'54" WEST ALONG THE COMMON WEST LINE OF SAID 8.872 ACRE
TRACT,CALLED 53.52 ACRES(RESIDUE)DANIEL P. ROBINOWITZ VOLUME 4661, PAGE 479,
D.R.T.C.T. AND THE EAST LINE OF LOT 13, BLOCK G OF SIERRA VISTA ADDITION, AN
ADDITION TO THE CITY OF FORT WORTH,AS SHOWN ON THE MAP RECORDED IN VOLUME
CABINET A, SLIDE 10694 OF THE PLAT RECORDS OF TARRANT COUNTY TEXAS(P.R.T.C.T.)
A DISTANCE OF 698.87 FEET TO A 1/2 INCH IRON ROD FOUND MARKING THE COMMON
NORTHWEST CORNER OF SAID 8.872 IN DOCUMENT NUMBER D206242165—D.R.T.C.T.;
THENCE NORTH 53'24'36" EAST ALONG A COMMON NORTHWESTERLY LINE OF SAID 8.872
AND THE SOUTHEAST LINE OF SAID TRACT 2 A DISTANCE OF 13.74 FEET TO A 1/2 INCH
IRON ROD FOUND;
THENCE NORTH 58'39'52" EAST CONTINUING ALONG SAID COMMON LINE A DISTANCE OF
66.78 FEET TO AN "X" SET;
THENCE NORTH 61'05'50"EAST CONTINUING ALONG SAID COMMON LINEA DISTANCE OF
19.95 FEET TO A 1/2 INCH IRON ROD FOUND MARKING THE COMMON NORTHEAST CORNER
OF SAID TRACT 2 AND BEING IN THE SOUTH LINE OF LOT 10, BOCK G OF SAID SIERRA
VISTA ADDITION;
DEED OF TRUST—HOME FUNDS Page 16
Riverside Senior Investments,LP Rev.6-26-2018
THENCE NORTH 88'46'53"EAST ALONG A NORTHERLY LINE OF SAID 8.872 ACRE TRACT AND
THE SOUTH LINE OF SAID LOT 10 AND LOT 9, BLOCK G OF SAID SIERRA VISTA ADDITION A
DISTANCE OF 54.63 FEET TO AN "X"CUT IN CONCRETE SET;
THENCE NORTH 00'23'24"WEST ALONG THE MOST SOUTHERLY SOUTHEAST LINE OF SAID
LOT 9 A DISTANCE OF 17.97 FEET TO A 1/2 INCH IRON ROD FOUND MARKING THE
SOUTHWEST CORNER OF TRACT 1 OF SAID SIERRA VISTA L.P.
THENCE ALONG THE COMMON NORTHERLY LINE OF SAID 8.872 ACRE TRACT AND THE
SOUTH LINE OF SAID TRACT 1, THE FOLLOWING COURSES AND DISTANCES;
NORTH 83'17'01" EAST A DISTANCE OF 46.78 FEET TO A 1/2 INCH IRON ROD FOUND;
NORTH 88'56'48" EAST A DISTANCE OF 308.44 FEET TO AN "X" CUT FOUND:
NORTH 64'37'48" EAST A DISTANCE OF 20.59 FEET TO AN "X" CUT FOUND:
NORTH 40'18'48" EAST A DISTANCE OF 18.24 FEET TO A 1/2 INCH IRON ROD FOUND;
NORTH 43'16'29" EAST A DISTANCE OF 8.78 FEET TO A 1/2 INCH IRON ROD FOUND IN
THE COMMON NORTH LINE OF SAID 8.872 ACRE
TRACT AND IN THE SOUTH LINE OF LOT 1, BLOCK G OF SAID SIERRA VISTA ADDITION;
THENCE NORTH 88'47'48"EAST ALONG SAID COMMON LINEA DISTANCE OF 52.72 FEET TO
A 1/2 INCH IRON ROD FOUND MARKING THE COMMON NORTHEAST CORNER OF SAID 8.872
ACRE TRACT,THE SOUTHEAST CORNER OF SAID LOT 1 AND BEING IN THE PRESENT WEST
RIGHT-OF-WAY LINE OF SAID SOUTH RIVERSIDE DRIVE;
THENCE ALONG THE COMMON EASTERLY LINE OF SAID 8.872 ACRE TRACT AND THE
PRESENT WESTERLY RIGHT-OF-WAY LINE OF SAID SOUTH RIVERSIDE DRIVE THE
FOLLOWING COURSES AND DISTANCES:
SOUTH 00'05'16" EAST A DISTANCE OF 49.50 FEET TO A 5/8 INCH IRON ROD WITH A
CAP STAMPED "SURVCON INC" SET;
SOUTH 00'53'44"WEST A DISTANCE OF 99.70 FEET TO A 5/8 INCH IRON ROD FOUND;
SOUTH 02'02'53"WEST A DISTANCE OF 99.00 FEET TO A 5/8 INCH IRON ROD FOUND;
SOUTH 02'54'30" WEST A DISTANCE OF 99.95 FEET TO A 5/8 INCH IRON ROD WITH A
CAP STAMPED"SURVCON INC" SET;
SOUTH 04'09'02"WEST A DISTANCE OF 99.72 FEET TO A 5/8 INCH IRON ROD FOUND;
SOUTH 04'38'41"WEST A DISTANCE OF 99.34 FEET TO A 5/8 INCH IRON ROD FOUND;
SOUTH 05'51'17"WEST A DISTANCE OF 114.00 FEET TO THE POINT OF BEGINNING AND
CONTAINING 8.872 ACRES OF LAND, MORE OR LESS.
DEED OF TRUST—HOME FUNDS Page 17
Riverside Senior Investments,LP Rev. 6-26-2018
Exhibit"B"
Permitted Encumbrances
DEED OF TRUST—HOME FUNDS Page 18
Riverside Senior Investments,LP Rev.6-26-2018
EXHIBIT "F"
REIMBURSEMENT FORMS
SPHINX AT SIERRA VISTA SENIOR VILLAS
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Rev.06/26/2018
Sphinx at Sierra Vista Senior Villas Page 10
Attachment I
INVOICE
Developer: Riverside Senior Investments, LP
Address: 200 Texas Street
City, State,Zip: Fort Worth, TX 76102
Project: Sphinx at Sierra Vista Senior Villas
Tax ID Number
Amount
This Invoice Cumulative to Date
Developer's Certification: I certify that the costs incurred are valid and consistent with the terms and
conditions of the contract between City and Agency. By signing this invoice,I certify that to the best of my
knowledge and belief the data included in this report is true and accurate. It is acknowledged that the
provision of false information could leave the certifying official subject to the penalties of federal,state,and
local law.
Original Signature and Date:
Name:
Title:
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Rev.06/26/2018
Sphinx at Sierra Vista Senior Villas Page 11
Attachment II
City of Fort Worth
Neighborhood Services Department
Expenditure Worksheet
Developer: Riverside Senior Investments,LP
Project: Sphinx at Sierra Vista Senior Villas
Line No. Date Check No. or %'im Amount
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23 _
24
25
26
27
28 _
29 _
30
Total
*Payroll must identify employee. Rent must identify tenant. Other payments should identify individuals,if
applicable.
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Rev. 06/26/2018
Sphinx at Sierra Vista Senior Villas Page 12
EXHIBIT "G"
PROJECT COMPLIANCE REPORT: RENTAL HOUSING
SPHINX AT SIERRA VISTA SENIOR VILLAS
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Rev.06/26/2018
Sphinx at Sierra Vista Senior Villas Page 13
EXHIBIT "H"
FEDERAL LABOR STANDARD PROVISIONS - DAVIS-BACON REQUIREMENTS
SPHINX AT SIERRA VISTA SENIOR VILLAS
Federal Labor Standards Provisions U.S.Department of Housing
and Urban Development
OMCs of labor Relafto
Applicability (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 satiated by the determination; and
United States of America and the following Federal Labor (2) The classification Is utilised 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. (I) 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) It the contractor and the laborers and mechanics to be
unconditionally and not less 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 authorised representative, will 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 to advise HUD or Its designee or will
such laborers end 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 l(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 CFR
5.5(a)(1)(Iv)• also, regular contributions made or costs to In the event the contractor, the laborers or mechanics
Incurred for more than a weekly period (but not less often re De employed U the classification don or their
then quarterly) under plans, funds, or programs, which representatives, and HUD or Its datlgnaa do not agree 0a
cover the particular weekly period, ere deemed to be the proposed classification and wage rate (Including the
constructively made or Incurred during ouch weekly period. amount designated for fringe benefits, where appropriate),
HUD or Its designee shall refer the questions, including
Such laborers and mechanics shalt 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 determinallon within 30 days of
Laborers or mechanics performing work In more than one receipt and to 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 classlficatlon for the time actually worked therein: additional time Is necessary. (Approved by the Office of
Provided. That the employer's payroll records 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
additional classification and wage rates conformed under appropriate)
The wage rate (Including (tinge benefits where
29 CFR 5.5(a)(1)(11) and the Davis-Bacon poster (WH- aP(11)(b ate) determined pursuant a subparagraphs
1321) shall be posted at all times by the contractor end Its workers or (e) of this paragraph, shall paid r all
subcontractors at the site of the work In a prominent and workers from th first
work In the classification Is under this
accessible, place where It can be easily seen by the contract from the first day on which work It performed In
the classification.
workers.
(11) (a) Any class of laborers or mechanics which Is not (111) Whenever the minimum wage rate proscribed In the
listed In the wage determination and which Is to be contract for a class of laborers or mechanics Includes a
fringe benefit which Is not expressed as an hourly rate. the
employed under the contract shall De classified contractor shall either pay the benefit as stated In the
conformance with the wage determination. HUD shallll wage determination or shall pay another bona fide fringeapprove an additional classification •fid wage rate and
fringe benefits therefor only when the following cdloria 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 HW 40/0(OVA"
PwAous a so m Is we obsolete PON t of 5 rd.HrrdAook 15/4.1
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Rev.06/26/2018
Sphinx at Sierra Vista Senior Villas Page 14
of the wages of any laborer 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 Act 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 OMB Control Number 1215-0140.) Management and Budget under OMB Control Numbers
2. Withholding. HUD or Its designs* 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 10 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 some 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 some prime contractor so much of the HUD or its designee. The payrolls submitted shall 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 be 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 be
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
taborer or mechanic. Including any apprentice. trainee or each employee (e.g.. the Iasi 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 htto.11www.dot oov1esa1Whd11ormsAyh3471nsfr.hfm 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 shalt be maintained by the HUD or Its designee, the contractor, or the Wage end 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 requlremenls. 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 shalt 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)(1)(Iv) that the wages of any subcontractor or his or her agent who pays or supervises
taborer 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 shalt maintain records which information required to be provided under 29 CFR 5.5
show that the commitment to provide such benefits is (a)(3)(ii), the appropriate Information Is being maintained
enforceable, that the plan or program is financially under 29 CFR 5.5(o)(3)(i), and that such Information Is
responsible, and that the plan or program has been
correct and complete;
Previous ed0ons we obsolete form HUD-4010(0812009)
Page 2 of 5 ref.Handbook 1344.1 -
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Rev.06/26/2018
Sphinx at Sierra Vista Senior Villas Page 15
(2) That each laborer or mechanic(including each helper, is not registered or otherwise employed as slated 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 be 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 rates 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
speclfied 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 weekly submission of a properly executed registered program shall be observed. Every apprentice
certification set forth on the reverse side of OptlonaLForm must be paid at not less than the rate specified In the
WH-347 shall satisfy the requirement for submission of the registered program for the apprentice's level of progress,
'Statement of Compliance' required by subparagraph expressed as a percentage of the Journeymen hourly rate
speclfled 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 friinge benefits
231 of Title 31 of the United States Code. listed on the wage determination for the applicable
(111) The contractor or subcontractor shall make the classification. If the Administrator determines that a
records required under subparagraph A.3.(1) 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. If Apprenticeshlp Agency recognized by the Office.
the contractor or subcontractor falls 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 then 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 (11) 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 3.12. employed pursuant %to and Individually registered In a
4. Apprentices and Trainees. program which has received prior approval, evidenced by
(1) Apprentices, Apprentices will be permitted t0 work at formal certification by the U.S. Department of Labor,
less than the predetermined rate for the work they Employment and Tralning Administration. The ratio of
performed when they are employed pursuant to and trainees to Journeymen on the Job site shall not be greater
Individually registered In a bona fide apprenticeship than permitted under the plan approved by the
program registered with the U.S. Department of Labor. Employment and Training Administration. Every trainee
Employment and Training Administration, Office of must 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 Apprenticeshlp 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 hinge benefits In accordance with the
an apprenticeship program, who Is not Individually provisions of the trainee program. 11 the trainee program
registered In the program, but who has been certified by does not mention fringe benefits, trainees shall 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 on the wage determination which provides for
not be greater than the ratio permitted to the contractor as less than lull 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 rale,who registered and participating In a training plan approved by
PWAM MR an obsoisN ban HUDANO(Mm"
Papa 3 01 ti mL Handbook 1344.1
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Rev.06/26/2018
Sphinx at Sierra Vista Senior Villas Page 16
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, (II) 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 regleleted program shall be contract by virtue of Section 3(a) of the Davls•Bscon Act
paid not less than the applicable wage rate on the wage or 20 CFR 5.12(x)(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 (III) The penalty for making false statements Is prescribed
withdraws approval of a training program, the contractor in the U.S. Criminal Code. 19 U.S.C. 1001. Additionally.
will no longer be permitted to utilize trainees at lose then U.S. Criminal Code. Section 1 01 0, Title 1E. U.S.C..
the applicable predetermined rate for the work performed "Federal Housing Administration transactions% provides In
until an acceptable program Is approved. part; 'Whoever, for the purpose of _ influencing In any
(111) Equal employment opportunity. The utilization of way the action of such Administration..... makes, utters or
apprentices, trainees and Journeymen under 29 CFR Part 6 publishes any statement knowing the some 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 11240, as more than two years.or both'
amended. and 29 CFR Part 30. 11. Complaint*, Proceedings, or Testimony by
d. Compliance with Copeland Act requirements. The Employees. No taborer 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
9. 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 Hous and So" Standards Ac The
subcontracts. The prime contractor shall be responsible pcovislons of this paragraph8 aro applicable where the amount of the
for the compliance by any subcontractor or lower tier prkne contfact exceeds $100,000. As used In No paragraph, the
subcontractor with all the contract clauses In this torm labors s'snd` ochw i s`Include watchmen and guards.
paragraph.
7. Contract termination; debarment. A breach of the (1) Overtime requlnmentt. No contractor or arbcorrbador
ti
confront clauses In CFR b.3 may be grounds for coNraalkg for any pot of its oorwraa work which may� or
YrvW the employmwN of iaborm or rnedwks shat require or
termination of the contract and for debarment as a permit any such Moser or mechanic In any wockweok In whid the
contractor and a subcontractor as provided In 29 CFR Individual Is dyed on such work to work In excess of 40 hours in
5.12. such workweek urns such taborer or mechanic receives
9. Compliance with Davle-Bacon and Related Act Requirement compensation of a rate not Was than ona and 0*4"tines 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 3 are wakweok.
herein Incorporated by reference in this contract (2) Violation; liability for unpaid wages; liquidated
9. Disputes concerning labor standards. Disputes damages. In the event of any violation of the clause set
arising out of the tabor 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 be 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 CFR 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 Eligibility. 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 hes an Interest In the calwWarr day on whidr such indA dual was required or potmNad to
contractor's firm Ii a person or firm Ineligible to be work In oxw"of the standard wo+kwook of 40 tours w1t out poymeht
awarded Government contracts by virtue of Section 3(s) of of the overtime wages required by the clause set forth In sub
the Davis•Bscon Act or 29 CFR 6.12(x)(1) or to be paragraph(1)of this paragraph.
PreviOat edaonx err obeelaba lone Ittl0�s9t0(0til1009)
Ppe 4 et 6 rat Handbook 1361.1
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Rev.06/26/2018
Sphinx at Sierra Vista Senior Villas Page 17
(3) Withholding for unpaid wages and liquidated
damages. HUD or Its designee shall 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 work performed by
IM contractor or subcontractor under any such contract or
any other Federal contract with the some prime contract.
or any other Fads rally-asshtad contract subject to the
Contract Work Hours and Safety Standards Act which Is
held by the same prime contractor such sums as may be
determined to be necessary to satisfy any liabilities of
such contractor or subcontractor for unpaid wages and
liquidated damages as provided In the clause set forth In
subparagraph(2)of this paragraph.
(4) Subcontracts. The contractor or subcontractor shall
Insert In any subconlrocls 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 prime
contractor shall be responsible for compliance by any
subcontraclor 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 smamt of the prime contract exceeds$100.000.
(i) No taborer or mechanic shall be required to work In
surroundings or under working conditions which are
unsanitary. hazardous. or dangerous to his hesilh and
safety as determined under construction safety and health
standards promulgated by the Seuelary of Labor by
regulation.
(2) The Contractor shall comply with all regulations
Issued by the Secretary of Labor pursuant to Title 29 Part
1926 and failure to comply may result In Imposition of
sanctions pursuant to the Contract Work Hours and Safety
Standards Act. (Public Law 91-64. 63 Slat 96). 40 USC
3701 at seo.
(3) The contractor shall Include the provisions of this
paragraph In every subconlract 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.
PwAm s editions an ebeelaf! ftm ppe 6 d 6 N Hendlle{tk 13"1
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Rev.06/26/2018
Sphinx at Sierra Vista Senior Villas Page 18
EXHIBIT "I"
SECTION 3 REPORTING FORMS
SPHINX AT SIERRA VISTA SENIOR VILLAS
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Rev.06/26/2018
Sphinx at Sierra Vista Senior Villas Page 19
EXHIBIT "T'
STANDARDS FOR COMPLETE DOCUMENTATION
SPHINX AT SIERRA VISTA SENIOR VILLAS
FORTWORTH,,.
Standard of Documentation for Reimbursement of Development Costs
Cast 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-IL
- Appraisal or other document used to determine purchase price
Proof of Payment(i.e.,bank statement/cancelled check)
Verification of Vacant Status(as applicable)
Pre-Development and Soft - Invoice should include:
Costs(Architect,Engineer, ■ date,
Landscape Design,Surveys, ■ company's letterhead;
Appraisals,Environmental,Legal ■ address for which service is provided;
Fees,Other Consultants,Etc.) ■ description of service(s)and item(s);
■ amount for itemized services;and
■ total amount
Proof of Payment(Le.,bank statement or cancelled check)
Fully executed contract/service agreements/letter agreements and
applicable amendments
o Provide printout from www_sarn.eovverifying
contractor/subcontractor is not listed on the debarred and
suspension list
If only a portion is being paid with City funds,then show calculation and
documentation of how costs are allocated_
Neighborhood Services
FINAL as of 6/21/2017 page 1
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Rev.06/26/2018
Sphinx at Sierra Vista Senior Villas Page 20
FORTWORTH..,
Standard of Documentation for Reimbursement of Development Costs
Construction Costs - Invoice should include:
(Contractors&Subcontractors) ■ date;
■ company's letterhead;
■ address for which service is provided;
■ description of service(s)and item(s);
■ amount for itemized services;and
■ total amount
Proof of Payment(i.e.,bank statement or cancelled check)
Copy of applicable inspection report(s)conducted by NSD Inspector
Copy of executed agreements
■ Provide printout from www.sam_eov 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.
For payment of final retainage for the prime contractor,provide lien
waivers for the prime and all subcontractors.
List of subcontractors
Materials Purchased by Developer - Invoice should include:
(if applicable) ■ date,
■ company's letterhead;
■ address for which service is provided;
■ desorption of service(s)and item(s);
■ amount for itemized services;and
■ total amount
Proof of Payment(i.e.,bank statement or cancelled check)
Verification of delivery
Developer Fee - Final Invoice Reflecti ng Total 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
documents for eligible homebuyer/tenants,sales contract between
developer/homebuyer,HAP Deed of Trust with required affordability
period language,etc.)
Lease documents
Final inspections of completed units
Neighborhood Services
FINAL as of 6/21/21)17 page 2
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Rev.06/26/2018
Sphinx at Sierra Vista Senior Villas Page 21
EXHIBIT "K"
CONTRACT AND SUBCONTRACT ACTIVITY REPORTING FORM
SPHINX AT SIERRA VISTA SENIOR VILLAS
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Rev. 06/26/2018
Sphinx at Sierra Vista Senior Villas Page 22
EXHIBIT "L"
DEED RESTRICTION
SPHINX AT SIERRA VISTA SENIOR VILLAS
HOME DEVELOPER RENTAL CONTRACT—EXHIBITS Rev.06/26/2018
Sphinx at Sierra Vista Senior Villas Page 23
DEED RESTRICTIONS
HOME Funds
THESE DEED RESTRICTIONS ("("Deed Restrictions") are made effective as June 27,
2018, by and between RIVERSIDE SENIOR INVESTMENTS, LP, a Texas limited partnership
("Owner"), as Grantor, and CITY OF FORT WORTH, TEXAS, a municipal corporation of the
State of Texas("City"), as Grantee.
WITNESSETH:
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 ("HOME"), with which City desires to promote
activities that expand the supply of affordable housing and the development of partnerships
among City, local governments, local lenders, private industry and nonprofit housing
organizations;
WHEREAS, the primary purpose of the HOME program pursuant to the HOME
Investment Partnerships Act at Title 11 of the Cranston Gonzales National Affordable Housing
Act of 1990, as amended, 42 U.S.C. 12701 et seq.(the "Act") and the HOME Investment
Partnerships Program Final Rule, as amended, 24 CFR Part 92 et seq. ("HOME Regulations"),
is to benefit low and moderate income individuals and families by providing them with
affordable housing;
WHEREAS, Owner proposes to use HOME funds for a project whereby Owner will
construct, develop, own, and operate a new 272-unit affordable housing development for seniors
age 55 years and older in the City to be known as Sphinx at Sierra Vista Senior Villas (the
"Project");
WHEREAS, Owner intends to subsequently lease the land on which the Project will be
constructed from the Fort Worth Housing Finance Corporation, the sole member of Owner's
general partner pursuant to a long-term ground lease;
WHEREAS, City has agreed to lend, and Owner has agreed to accept, a loan of City
HOME funds in the amount of$1,100,000.00 (the "Loan"), pursuant to the requirements of the
HOME program in accordance with that certain HOME Contract, City Secretary Contract No.
50852, between Owner and City, for the purpose of assisting Owner in developing the Project
("HOME Contract");
WHEREAS, as a condition to City making the Loan, Owner must agree to comply with
certain occupancy, rent and other restrictions for a period of time in order to comply with the
HOME affordability requirements, and agrees to convey to City certain covenants and
restrictions that will burden the hereinafter described real property so that the Project will meet
the HOME requirements("HOME Requirements");
DEED RESTRICTIONS-HOME Page 1
Sphinx at Sierra Vista Senior Rev.06.27.2018
NOW, THEREFORE, in consideration of the making of the Loan by the City and the
disbursement of any part thereof, and in order to comply with the requirements of the Act and the
HOME Regulations, Owner (together with its successors and assigns and subsequent owners of
the Project), hereby agrees that the following restrictions shall apply to the real property
described in the attached EXHIBIT "A":
1) In compliance with the maximum per unit subsidy amount rules at 24 CFR Part
92.250(a) and the minimum amount of assistance rules at 24 CFR Part 92.205(c), the number of
units in the Project which have been designated by Owner and approved by the City as subject to
all occupancy, rent, and affordability requirements contained in the HOME Regulations shall
consist of 13 units of the 272 total residential units in the Project ("HOME Units")
2) The HOME Units rented or available for rent to households whose annual
incomes do not exceed 80% of area median income ("AMP'), as set annually by HUD with
adjustments for family size ("High HOME Eligible Tenants"), shall be 10 units ("High HOME
Units"). The number of HOME Units rented or available for rent to families whose annual
incomes do not exceed 50% percent of AMI ("Low HOME Eligible Tenants") shall be 3 units
("Low HOME Units") The HOME Units can be designated as either High HOME Units or Low
HOME Units. The HOME Units are floating.
3) Owner hereby acknowledges and agrees that the Project is to be owned, managed
and operated as a rental housing project for affordable housing as set forth in 24 CFR Part 92.252
and, that the HOME Units must be occupied only by HOME Eligible Households as defined in
the HOME Contract and must also meet the following requirements to qualify as affordable
housing and will be subject to the following restrictions and covenants:
a. High HOME Rents. The maximum HOME rents are the lesser of:
(1) the fair market rent for existing housing for comparable units in the
area as established by HUD under 24 CFR Part 888.111; or
(2) a rent that does not exceed 30% of the adjusted income of a family
whose annual income equals 65% of AMI with applicable adjustment for the
bedroom size of the relevant housing unit. High Home Rent may not exceed the
maximum rent limitations established by HUD minus utility allowances. For the
purposes of these Deed Restrictions, "utility allowances" are those monthly
allowances for utilities (excluding telephone) adopted by City in accordance with
the HOME Regulations and HUD guidance, as more particularly described in the
HOME Contract.
b. Low HOME Rents. Rents for Low HOME Units must meet one of the
following rent requirements:
(1) the rent does not exceed 30% of the annual income of a family at
50% of AMI adjusted for family size. Low Home Rent may not exceed the
maximum rent limitations established by HUD minus utility allowances.
DEED RESTRICTIONS-HOME Page 2
Sphinx at Sierra Vista Senior Rev.06.27.2018
However, if the rent determined under this paragraph is higher than the applicable
rent under (a) of this section, then the maximum rent for HOME Units under this
paragraph is that calculated under paragraph (a); or
(2) the rent does not exceed 30% of the family's adjusted income. If
the family receives Federal or Texas project-based rental subsidy and the very
low-income family pays as a contribution toward rent not more than 30% of the
family's adjusted income, then the maximum rent (tenant contribution plus
project-based rental subsidy) is the rent allowable under the Federal or Texas
project-based rental subsidy program.
C. The Owner will not refuse to lease a HOME Unit to a certificate or
voucher holder under 24 CFR Part 982 (Section 8 Tenant-Based Assistance: Unified Rule
for Tenant-Based Assistance .under the Section 8 Rental Certificate Program and the
Section 8 Rental Voucher Program) or to the holder of a comparable document
evidencing participation in a HOME tenant-based rental assistance program because of
the status of the prospective tenant as a holder of such certificate, voucher, or comparable
HOME tenant-based assistance document.
4) Initial Rent Schedule and Utility Allowances. Owner must verify that all tenants
of HOME Units are HOME Eligible Households with full Tenant Documentation at the time the
initial lease for a HOME Unit is executed as more particularly described in the HOME Contract.
Tenants must certify the number of people in tenant's household along with such person's names
and ages. Owner shall obtain financial information on all members of a tenant's household.
5) Tenant Income. Owner must use the definition of annual income used by 24 CFR
Part 65.609 to establish tenant income eligibility and shall use the most current HUD Income
Guidelines. Owner must verify that all tenants of HOME Units are HOME Eligible Households
with full Tenant Documentation as more particularly described in the HOME Contract. Owner
must verify the income of the tenants of the HOME Units annually after the initial lease is
executed, but may use a City-approved tenant self-certification form as Tenant Documentation.
Notwithstanding the foregoing, Owner must verify the income eligibility of all HOME Eligible
Households with full Tenant Documentation every 6th year of the Affordability Period. Owner
must maintain copies of Tenant Documentation as required under the HOME Contract. In the
event that a HOME Unit is occupied by a tenant who is not a HOME Eligible Household, Owner
shall have 30 days to determine if a market rate tenant qualifies as a HOME Eligible Household
or fill an empty market rate unit with a HOME Eligible Household.
6) Tenant Lease and Tenant Selection. Owner's lease for the HOME Units shall
comply with 24 CFR Part 92.253 as more particularly described in the HOME Contract.
Owner's tenant selection policy and criteria shall be consistent with the purpose of providing
housing in accordance with the HOME Regulations including addressing non—discrimination and
affirmative marketing as more particularly set out in the HOME Contract.
7) The Project shall be maintained to and fully comply with all City codes and
federal Housing Quality Standards.
DEED RESTRICTIONS-HOME Page 3
Sphinx at Sierra Vista Senior Rev. 06.27.2018
8) The Affordability Period for the Project is 20 years ("Affordability Period") as
more particularly described in the HOME Contract. The Affordability Period begins on the date
that the project status is changed to "complete" in IDIS, HUD's project tracking system.
9) The preceding use restriction and Affordability Period (i) shall run with the land,
(ii) shall be binding upon the Owner and Owner's heirs, personal representatives, successors and
assigns, and (iii) shall be enforceable by actions at law or in equity by the City, its successors and
assigns and/or one or more third-party beneficiaries. For the purpose of these Deed Restrictions,
a third-party beneficiary shall be any member of a HOME Eligible Household as defined in the
HOME Contract. Owner hereby subjects the Project (including the Project site) to the covenants,
reservations and restrictions set forth in these Deed Restrictions and Owner hereby declares its
express intent that the covenants, reservations and restrictions set forth herein shall, be deemed
covenants running with the land and shall, pass to and be binding upon Owner's successors in
title to the Project. Each and every contract, deed or other instrument hereafter executed
covering or conveying the Project or any portion thereof shall conclusively be held to have been
executed, delivered and accepted subject to such covenants, reservations and restrictions as set
forth in such contract, deed or other instruments.
10) Owner hereby agrees to execute further documentation required by the City or
HUD which may be necessary to cause these Deed Restrictions to comply with the laws,
ordinances and/or regulations referenced herein or in the HOME Contract (or any other
applicable laws that supplement, amend, restate, replace or otherwise pertain to such laws,
ordinances and/or regulations).
11) Sale or Transfer of the Land or Project. Until the termination of these Deed
Restrictions, Owner hereby covenants and agrees not to sell, transfer or otherwise dispose of any
portion of the real property or Project, without obtaining the prior written consent of the City.
Any transfer or disposition of the real property or the Project without the written agreement of
the City, in a form as will meet the requirements of a conveyance of real property in Texas, shall
be null, void and without effect, shall cause a reversion of title to Owner and shall be ineffective
to relieve Owner of its obligations under this document.
12) Owner and City hereby declare their understanding and intent that the covenants,
reservations and restrictions set forth herein directly benefit the real property.
13) Default; Remedies. City shall declare an "Event of Default" to have occurred
hereunder if City becomes aware or is notified in writing of a default in the performance or
observance of any covenant, agreement or obligation of Owner set forth in these Deed
Restrictions, and if such default remains uncured for a period of 60 days after written notice of
such default shall have been given by City to Owner.
In the event of any action at law or suit in equity by one party to these Deed Restrictions
against another party with respect to these Deed Restrictions, the party prevailing in such action
shall receive from the other party and the other party shall pay to the prevailing party, in addition
to all other sums which may be payable to the prevailing party as a result of such action, a
DEED RESTRICTIONS-HOME Page 4
Sphinx at Sierra Vista Senior Rev. 06.27.2018
reasonable sum_ -_f9r the prevailing party's attorneys' fees and costs and,other expenses of such
action or suit. - -
Y No,-failure to exercise and no delay in exercising any right hereunder shall operate as a
-:waiver thereof, nor shall any single or partial exercise thereof preclude any other or further
exercise thereof,or the exercise of any other right. The rights and remedies herein provided shall
be in addition to all other rights or remedies provided by law. No modification or waiver of any
- provision of these Deed Restrictions, or consent to departure here from, shall be effective unless
in writing and signedfbylhe parties and no such modification, consent, or waiver-shall extend
beyond the particular case and purpose.invohwd. No notice or demand given in any case shall
constitute a waiver of the right to take other action in the same, similar or other instances without
such notice or demand.
14)- -Owner shall cause this document, and all amendments and supplements hereto
and thereto, f6 be recorded and filed in the real property records of Tarrant County and in such
other places as deity may reasonably request. Owner shall pay all fees and charges incurred in
-• connection.with any such recording.
15) These Deed Restrictions shall be governed by the laws of the State of Texas.
16) Headings and titles herein are for convenience only and shall not influence any
construction or interpretation.
17) If any provision of these Deed Restrictions shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining portions hereof shall not
in any way be affected or impaired thereby.
18) All terms not defined herein shall have the meaning proscribed to them in the
HOME Contract. If any provision of these Deed Restrictions conflicts with any provision
of the HOME Contract, the provisions of the HOME Contract will govern to the extent of
the conflict.
[Signature Pages to Follow]
DEED RESTRICTIONS-HOME Page 5
Sphinx at Sierra Vista Senior Rev.06.27.2018
IN WITNESS WHEREOF, Owner and the City have executed this document by duly
authorized representatives, all on the date first written hereinabove.
OWNER:
RIVERSIDE SENIOR INVESTMENTS, LP
a Texas limited partnership,
By: Riverside Senior Development GP,LLC
a Texas limited liability company,
its general partner
By: Fort-Worth Housing Finance Corporation,
a Texas housing finance corporation,
its sole member
By:
Aubrey Thagard, Assistant General Manager
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on , 2018, by Aubrey
Thagard, Assistant General Manager of the Fort Worth Housing Finance Corporation., a Texas
housing finance corporation, on behalf of said corporation, Sole Member of Riverside Senior
Development GP, LLC, a Texas limited liability company, General Partner of Riverside Senior
Investments,LP, a Texas limited partnership.
Notary Public, State of Texas
[Signatures Pages Continue]
DEED RESTRICTIONS-HOME Page 6
Sphinx at Sierra Vista Senior Rev. 06.27.2018
IN WITNESS WHEREOF, Owner and the City have executed this document by duly
authorized representatives, all on the date first written hereinabove.
ATTEST: CITY OF FORT WORTH:
By: By:
City Secretary Fernando Costa,
M&C C-28409 Dated Sept. 26, 2017 Assistant City Manager
APPROVED AS TO FORM AND LEGALITY:
By:
Assistant City Attorney
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on June , 2018, by Fernando
Costa, Assistant City Manager of the City of Fort Worth, on behalf of the City of Fort Worth.
Notary Public
DEED RESTRICTIONS-HOME Page 7
Sphinx at Sierra Vista Senior Rev.06.27.2018
==°'1row-
EXHIBIT "A"
BEING 8:872 ACRE TRACT SITUATED IN THE S.P. LOVING SURVEY, ABSTRACT No.
943 TARRANT COUNTY, TEXAS AND AS DESCRIBED IN A DEED TO VERTEX ASSET
PARTNERS, LP. BY INSTRUMENT RECORDED IN DOCUMENT,NUMBER D207175708,
DEED RECORDS OF TARRANT COUNTY, TEXAS- (D.R.T.C.T.) AND MORE
PARTICULARLY DESCRIBED AS FOLLOW:
BEGINNING AT AN "X" CUT SET IN CONCRETE FOR THE COMMON MOST
EASTERLY SOUTHEAST CORNER OF SAID 8.872 ACRE TRACT, THE NOIZLHEAST
CORNER OF LOT 1, BLOCK 1 OF PATEL ADDITION, AN ADDITION TO THE CITY OF
FORT WORTH,AS SHOWN ON THE TEL
RECORDED IN VOLUME 388— 195, PAGE 68-
P.R.T.C.T. AND BEING IN THE PRESENT WEST RIGHT-OF-WAY LINE OF SOUTH
RIVERSIDE DRIVE (VARIABLE WIDTH RIGHT-OF-WAY);
THENCE SOUTH 89'47'23" WEST ALONG THE COMMON SOUTHERLY LINE OF SAID
8.872 ACRE TRACT, THE NORTH LINE-OF SAID PATEL ADDITIOIT A DISTANCE OF
298.67 FEET TO A 5/8 INCH IRON ROD FOUND MARKING A COMMON INTERIOR ELL
CORNER OF SAID 8.872 ACRE TRACT AND THE NORTHWEST CORNER OF SAID
PATEL ADDITION;
THENCE SOUTH 00'05'56" EAST ALONG A COMMON INTERIOR LINE OF SAID 8.872
ACRE TRACT AND THE WEST LINE OF SAID PATEL ADDITION A DISTANCE OF
149.98 FEET TO A CALLED FOR WOOD FENCE POST FOUND MARKING THE MOST
SOUTHERLY SOUTHEAST CORNER OF SAID 8.872 ACRE TRACT, THE SOUTHWEST
CORNER OF SAID PATEL ADDITION AND BEING IN THE NORTH LINE OF LOT 2,
BLOCK 3 OF JIM ELLIS INDUSTRIAL ADDITION, AN ADDITION TO THE CITY OF
FORT WORTH, AS SHOWN ON THE MAP RECORDED IN VOLUME 388 - 56, PAGE 28 —
P.R.T.C.T.;
THENCE SOUTH 89'4711" WEST ALONG THE COMMON SOUTH LINE OF SAID 8.872
ACRE TRACT AND THE NORTH LINE OF LOTS 2 AND 3 OF SAID JIM ELLIS
INDUSTRIAL ADDITION A DISTANCE OF 233.60 FEET TO A 5/8 INCH IRON ROD WITH
A CAP STAMPED "SURVCON INC" SET, FROM WHICH A 1/2 INCH IRON ROD FOUND
BEARS SOUTH 89'47'11" WEST A DISTANCE OF 4.0 FEET MARKING THE
NORTHWEST CORNER OF SAID LOT 3 JIM ELLIS INDUSTRIAL ADDITION;
THENCE NORTH 01'13'54" WEST ALONG THE COMMON WEST LINE OF SAID 8.872
ACRE TRACT, CALLED 53.52 ACRES (RESIDUE) DANIEL P. ROBINOWITZ VOLUME
4661, PAGE 479, D.R.T.C.T. AND THE EAST LINE OF LOT 13, BLOCK G OF SIERRA
VISTA ADDITION, AN ADDITION TO THE CITY OF FORT WORTH, AS SHOWN ON
THE MAP RECORDED IN VOLUME CABINET A, SLIDE 10694 OF THE PLAT RECORDS
OF TARRANT COUNTY TEXAS (P.R-T.C.T.) A DISTANCE OF 698.87 FEET TO A 1/2
DEED RESTRICTIONS-HOME Page 8
Sphinx at Sierra Vista Senior Rev. 06.27.2018
INCH IRON ROD FOUND MARKING THE COMMON NORTHWEST CORNER OF SAID
8.872 IN DOCUMENT NUMBER D206242165 -D.R.T.C.T.;
THENCE NORTH 53'24'36" EAST ALONG A COMMON NORTHWESTERLY LINE OF
SAID 8.872 AND THE SOUTHEAST LINE OF SAID TRACT 2 A DISTANCE OF 13.74
- FEET TO A 1/2 INCH IRON ROD FOUND;
THENCE NORTH 58'39'52" EAST CONTINUING ALONG SAID COMMON LINE A
DISTANCE OF 66.78 FEET TO AN "X" SET;
THENCE NORTH 61'05'50" EAST CONTINUING ALONG SAID COMMON LINE A
DISTANCE OF 19.95 FEET TO A 1/2 INCH IRON ROD FOUND MARKING THE
COMMON NORTHEAST CORNER OF SAID TRACT 2 AND BEING IN THE SOUTH LINE
OF LOT 10, BOCK G OF SAID SIERRA VISTA ADDITION;
THENCE NORTH 88'46'53" EAST ALONG A NORTHERLY LINE OF SAID 8.872 ACRE
TRACT AND THE SOUTH LINE OF-SAID LOT 10 AND LOT 9, BLOCK G OF SAID
SIERRA VISTA ADDITION A DISTANCE OF 54.63 FEET TO AN "X" CUT IN
CONCRETE SET;
THENCE NORTH 00'23'24" WEST ALONG THE MOST SOUTHERLY SOUTHEAST LINE
OF SAID LOT 9 A DISTANCE OF 17.97 FEET TO A 1/2 INCH IRON ROD FOUND
MARKING THE SOUTHWEST CORNER OF TRACT 1 OF SAID SIERRA VISTA L.P.
THENCE ALONG THE COMMON NORTHERLY LINE OF SAID 8.872 ACRE TRACT AND
THE SOUTH LINE OF SAID TRACT 1,THE FOLLOWING COURSES AND DISTANCES;
NORTH 83'17'01" EAST A DISTANCE OF 46.78 FEET TO A 1/2 INCH IRON ROD
FOUND;
NORTH 88'56'48" EAST A DISTANCE OF 308.44 FEET TO AN "X" CUT FOUND:
NORTH 64'37'48" EAST A DISTANCE OF 20.59 FEET TO AN "X" CUT FOUND:
NORTH 40'18'48" EAST A DISTANCE OF 18.24 FEET TO A 1/2 INCH IRON ROD
FOUND;
NORTH 43'16'29" EAST A DISTANCE OF 8.78 FEET TO A 1/2 INCH IRON ROD
FOUND IN THE COMMON NORTH LINE OF SAID 8.872 ACRE
TRACT AND IN THE SOUTH LINE OF LOT 1, BLOCK G OF SAID SIERRA VISTA
ADDITION;
THENCE NORTH 88'47'48" EAST ALONG SAID COMMON LINE A DISTANCE OF 52.72
DEED RESTRICTIONS-HOME Page 9
Sphinx at Sierra Vista Senior Rev. 06.27.2018
FEET TO A 1/2 INCH IRON ROD FOUND MARKING THE COMMON NORTHEAST
CORNER OF SAID 8.872 ACRE TRACT, THE SOUTHEAST CORNER OF SAID LOT 1
AND BEING IN THE PRESENT WEST RIGHT- OF- WAY LINE OF SAID SOUTH
RIVERSIDE DRIVE;
THENCE ALONG THE COMMON EASTERLY LINE OF SAID 8.872 ACRE TRACT AND
THE PRESENT WESTERLY RIGHT-OF-WAY LINE OF SAID SOUTH RIVERSIDE DRIVE_.
THE FOLLOWING COURSES AND DISTANCES:
SOUTH 00'05'16" EAST A DISTANCE OF 49.50 FEET TO A 5/8 INCH IRON ROD
WITH A CAP STAMPED "SURVCON INC" SET;
SOUTH 00'53'44" WEST A DISTANCE OF 99.70 FEET TO A 5/8 INCH IRON ROD
FOUND;
SOUTH 02'02'53" WEST A DISTANCE OF 99.00 FEET TO A 5/8 INCH IRON ROD
FOUND;
SOUTH 02'54'30" WEST A DISTANCE OF 99.95 FEET TO A 5/8 INCH IRON ROD
WITH A CAP STAMPED "SURVCON INC" SET;
SOUTH 04'09'02" WEST A DISTANCE OF 99.72 FEET TO A 5/8 INCH IRON ROD
FOUND;
SOUTH 04'38'41" WEST A DISTANCE OF 99.34 FEET TO A 5/8 INCH IRON ROD
FOUND;
SOUTH 05'51'17" WEST A DISTANCE OF 114.00 FEET TO THE POINT OF
BEGINNING AND CONTAINING 8.872 ACRES OF LAND, MORE OR LESS.
DEED RESTRICTIONS-HOME Page 10
Sphinx at Sierra Vista Senior Rev. 06.27.2018
EXHIBIT "M"
REQUIREMENTS FOR PERMANENT SUPPORTIVE HOUSING UNITS
SPHINX AT SIERRA VISTA SENIOR VILLAS
The purpose of the PSH Units is to reduce the population of homeless persons in City homeless shelters.
The goal of the PSH Program is to provide permanent,stable and supportive housing for homeless persons
with disabilities in order to promote their self-sufficiency and foster their ability to live independently.
1. The FWHFC will retain the Supportive Services Provider for the PSH Tenants. The scope of the
supportive services shall be determined by FWHFC but at a minimum shall include on-site case
manager with experience in providing case management to homeless and formerly homeless
persons. The cost of the PSH Program will be paid by FWHFC.
2. Developer's property manager for the project will communicate and coordinate as necessary with
the Supportive Services Provider and with the providers of any rental assistance or rental vouchers
to the PSH Tenants to ensure that the objectives of the PSH Program are met. The property
manager may participate in the selection of PSH Tenants.
3. PSH Tenants must meet HUD's definition of chronically homeless, or be designated as having
priority status by the Tarrant County Continuum of Care, or meet some other reasonably
equivalent standards of need for housing and supportive services due to the nature and extent of
their disability and duration of their homeless status.
4. Developer will provide dedicated and secured on-site office space to the Supportive Services
Provider's staff member as well as a telephone line and internet access sufficient for the staff
member to access HMIS, the Homeless Management Information System maintained by the
Tarrant County Continuum of Care. The property manager shall coordinate with the designated
staff member as necessary to fulfill the purposes of the PSH Program.
5. Property manager will coordinate with the Supportive Services Provider regarding selection and
placement of PSH Tenants ensuring that tenant selection criteria for the PSH Units is appropriate
and consistent with the purpose of the PSH Program as well as the property management practices
for the project. Property Manager will not unreasonably deny housing to eligible homeless persons
who otherwise meet the PSH Program's standards for services.
6. Developer will promptly notify City, FWHFC and the Supportive Services Provider in writing of
the specific date when lease-up of the project will begin so that the Supportive Services Provider
can initiate a referral and the coordination process for potential tenants for the PSH Units.
HOME DEVELOPER RENTAL CONTRACT EXHIBITS Rev.06/26/2018
Sphinx at Sierra Vista Senior Villas Page 24
M&C Review Page 1 of 3
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FORTI ORTH
COUNCIL ACTION: Approved on 9/26/2017
DATE: 9/26/2017 REFERENCE C-28409 LOG NAME: 19SIERRAVISTAHOME
NO..
CODE: C TYPE: NOW PUBLIC NO
CONSENT HEARING:
SUBJECT: Authorize Change in Use and Expenditure of$1,100,000.00 in HOME Investment
Partnerships Program Grant Funds to Riverside Senior Investments, LP, in the Form of a
Subordinate Loan for the Sphinx at Sierra Vista Senior Villas to be Located at 2942 South
Riverside Drive, Authorize Execution of a Contract, Authorize the Use of Neighborhood
Empowerment Zone Basic Incentives as HOME Match, Authorize a Substantial
Amendment to the City's 2016-2017 Action Plan and Substitution of Funding Years
(COUNCIL DISTRICT 8)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize substantial amendment to the City's 2016-2017 Action Plan;
2. Authorize the City Manager or his designee to substitute funding years in order to meet United
States Department of Housing and Urban Development commitment, disbursement and expenditure
deadlines;
3. Authorize the change in use and expenditure of$1,100,000.00 in prior year's HOME Investment
Partnerships Program grant funds to the Riverside Senior Investments, LP in the form of a
subordinate loan for the development of the Sphinx at Sierra Vista Senior Villas to be Located at
2942 South Riverside Drive;
4. Authorize the City Manager or his designee to execute a contract with Riverside Senior
Investments, LP for a term of three years beginning on the date of execution of the contract;
5. Authorize the City Manager or his designee to extend the contract for two one-year extensions if
Riverside Senior Investments, LP requests an extension and such extension is necessary for
completion of the development;
6. Authorize the City Manager, or his designee, to amend the contract 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; and
7. Authorize the use of the basic incentives provided under the City's Neighborhood Empowerment
Zone Tax Abatement Policy and Basic Incentives, such as permit and fee waivers, approved for the
development of the Sphinx at Sierra Vista Senior Villas as HOME Match for the City's HOME
Investment Partnerships Program grant funds.
DISCUSSION:
Sphinx Development Corporation proposes to build a 272 unit affordable housing development for
seniors over the age of 55 with incomes at or below 60 per cent of Area Median Income. Fourteen of
the units will be Permanent Supportive Housing units. The project will include a club house, business
center, conference room, business lounge, fitness center, game room, and swimming pool. On
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M&C Review Page 2 of 3
September 27, 2016, the Board of Directors of the Fort Worth Housing Finance Corporation (HFC)
agreed to participate with Sphinx Development Corporation to form Riverside Senior Investments, LP
(the Partnership) that will construct, own and manage the Sphinx at Sierra Vista Senior Villas. The
HFC will be the sole member of Riverside Senior Development GP, LLC, the general partner and own
the land on which the development will be sited which will be leased to the Partnership. The
Partnership submitted an application to the Texas Department of Housing and Community Affairs
(TDHCA) for 2017 Non-Competitive (4%) Housing Tax Credits (4% HTC) for a portion the costs of the
development, and applied to Tarrant County Housing Finance Corporation for multifamily
bonds. TDHCA approved 4% HTC for the development on July 27, 2017.
HOME Contract and Loan:
Staff recommends a change in use and expenditure of$1,100,000.00 of the City's HOME Investment
Partnerships Program (HOME) grant funds in the form of a subordinate loan to the Partnership to be
used for acquisition and construction costs of the development. The HOME funds may be used for
any HOME-eligible costs for the development as provided in the contract.
Staff recommends the following contract and loan terms:
1. Contract term of three years commencing on the date of execution with two one-year extensions;
2. Loan term to commence on date of execution of the loan documents and terminate at the end of
the 20 year Affordability Period defined in the contract.
3. Interest rate of 1 percent during construction period until project stabilization. Interest rate or 1%
or Applicable Federal Rate, whichever is less, shall accrue beginning at project stabilization. Equal
payments of principal and accrued interest based on a 35 year amortization schedule shall
commence 12 months after project stabilization and continue to the end of the Affordability period at
which time all unpaid principal and accrued interest shall be due.
4. HOME loan to be subordinate only to construction/permanent financing.
5. Payment of the HOME funds and performance of the HOME requirements to be secured by a deed
of trust. and
6. Designate HOME-assisted units according to the HOME Regulations with a 20 year Affordability
Period.
The expenditure of HOME funds is conditioned upon the following:
1. Satisfactory completion of an environmental review, pursuant to 24 CFR Part 58;
2. Authorization to use grant funds from HUD;
3. Equity, construction and permanent financing for the development acceptable to the City;
4. Certificate of bond reservation by the Texas Bond Review Board; and
5. Closing on equity and all other financing for the development.
The federal regulations governing the City's annual grant from the United States Department of
Housing and Urban Development (HUD) require the City match a certain percentage of the HOME
funds drawn from its HOME Treasury Account each program year(Match). The City's Match
obligation must be satisfied annually from non-federal sources used for qualified housing projects,
such as donated materials, cash donations, in-kind contributions and sweat equity. The Sphinx at
Sierra Vista Senior Villas development is located in the Rolling Hills Neighborhood
Empowerment Zone (NEZ) and has been certified for basic incentives. Staff recommends that the
City use the value of the basic incentives given to this development as Match for its HOME grant. The
basic incentives for this development accomplish the public purpose of assisting in the creation of
quality, accessible, affordable housing for low to moderate income households and also aid the City
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M&C Review Page 3 of 3
in meeting its neighborhood revitalization goals.
The development will benefit low and very low income City citizens by providing them with quality,
accessible, affordable housing. A public comment period on the change in use of these HOME funds
was held from August 21, 2017 to September 19, 2017. Any comments will be maintained by the
Neighborhood Services Department, in accordance with federal regulations.
The development is located in COUNCIL DISTRICT 8.
FISCAL INFORMATIONXERTIFICATION:
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
[#—u—ndTDepartment Account Project Program ActivityBudget 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: Chad LaRoque (2661)
ATTACHMENTS
Sierra Vista Form 1295.pdf
Sphinx at Sierra Vista Map.pdf
http://apps.cfwnet.org/council_packet/mc review.asp?ID=25072&councildate=9/26/2017 6/27/2018
CERTIFICATE OF INTERESTED PARTIES
FORM '1295
1of1
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2017-252011
Riverside Senior Investments,LP
Dallas,TX United States Date Filed:
2 Name of governmental entity or state agency that Is a party to the contract for which the form Is 08/212017
being filed.
City of Fort Wort Date Acknowledgeq:
16 )-ftI--
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
TBD
Development of Affordable Multifamily Housing.
4
Nature of interest
Name of Interested Party Clty,State,Country(place of business) (check applicable)
Controlling Intermediary
Banyi Riverside LLC Dallas,TX United States X
Riverside Senior Development GP,LLC Dallas,TX United States X
5 Check only if there Is NO Interested Party. ❑
6 AFFIDAVIT I swear,or affirm,underny of na u that the above disclosure is true and correct.
Pe perjury,
Signature of&d&rized agent of contracting business entity
AFFIX NOTARY STAMP/SEAL ABOVE
Sworn to and subscribed before me,by the said this the S� Qavf
20 1to certify which,witness my hand and seal of olfic e.
NEDRA 7AE
Notary ID 80my Commiresrch
ignature of off cer admi Bring oath Printed name of officer admin' tering oath 4Vitle1A A An r-
ffice a inisteri oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.883
Contract Compliance Manager:
By signing, I acknowledge that I am the person responsible for the monitoring and
administration of this contract, including ensuring all performance and reporting requirements.
Liv
Chad LaRoque
o U.5-17 o 64r4-I*if .14aQ 4ilce
'Title
HOME DEVELOPER RENTAL CONTRACT Rev. 06/26/2018
Sphinx at Sierra Vista Senior Villas